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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) July 20, 2005 </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>


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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>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>

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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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<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=A002></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 4.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Changes in
Registrant&#146;s Certifying Accountants</I> </FONT></P>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
<B>Resignation
of Gordon, Hughes &amp; Banks, LLP. </B>Gordon, Hughes &amp; Banks, LLP, Certified Public
Accountants and Consultants (&#147;Gordon, Hughes &amp; Banks&#148;), resigned as our
auditors on July 20, 2005.  </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=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
opinion filed with our annual report on Form 10-K for the year ended December 31, 2004,
contained the following qualification:  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD WIDTH=10%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=90%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
accompanying consolidated financial statements have been presented assuming that the
Company will continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. As discussed in Note A
to the financial statements, the Company had a significant working capital (deficit) as of
December 31, 2004 and has incurred substantial losses since its inception. The Company
presently has no mineral production and requires significant additional financing to
satisfy its outstanding obligations and resume and expand mining production. In addition,
the Company&#146;s ability to conduct operations remains subject to other risks, including
operating in isolated regions of Bolivia and the concentration of operations in a single
undeveloped area. Unless the Company successfully obtains suitable significant additional
financing and can resume and expand its production, there is substantial doubt about the
Company&#146;s ability to continue as a going concern. Management&#146;s plans in regard
to these matters are also discussed in Note A. 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 this uncertainty. </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;The
opinion filed with our annual report on Form 10-K for the year ended December 31, 2003
contained a similar qualification. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Gordon,
Hughes &amp; Banks, LLP&#146;s decision to resign was made by the former auditors, not by
the board of directors. </FONT></P>

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<TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
our two most recent fiscal years and the subsequent interim period preceding such
resignation, there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. We have authorized the former accountant
to respond fully to the inquiries of the successor accountant concerning all financial
accounting matters related to Golden Eagle International<B>, </B>Inc.  </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=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None
of the following reportable events occurred within our two most recent fiscal years and
the subsequent interim period preceding the former accountant&#146;s resignation (&#147;reportable
events&#148;):  </FONT>
</TD>
</TR>
</TABLE>
<BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>A. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The former accountant has not previously advised us that the internal controls
               necessary for us to develop reliable financial statements do not exist; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TR VALIGN=TOP>
               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>B. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The former accountant has not previously advised us that information has come to
               the accountant&#146;s attention that has led it to no longer be able to rely on
               management&#146;s representations, or that has made it unwilling to be
               associated with the financial statements prepared by management; </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>C. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The former accountant has not advised us of the need to expand significantly the
               scope of its audit, or that information has come to the accountant&#146;s
               attention during the time period covered by Item 304(a)(1)(iv), that if further
               investigated may: </FONT></P></TD>
               </TR>
               </TABLE>
               <BR>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>               Materially
impact the fairness or reliability of either: a previously issued                audit
report or the underlying financial statements; or the financial statements
               issued or to be issued covering the fiscal period(s) subsequent to the
date of                the most recent financial statements covered by an audit report
(including                information that may prevent it from rendering an unqualified
audit report on                those financial statements), or  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>              Cause
it to be unwilling to rely on management&#146;s representations or be
               associated with the registrant&#146;s financial statements, and  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=6%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.  </FONT></TD>
<TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
<TD WIDTH=91%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>              Due
to the accountant&#146;s resignation (due to audit scope limitations or
               otherwise) or dismissal, or for any other reason, the accountant did not
so                expand the scope of its audit or conduct such further investigation; or  </FONT></P></TD>
</TR>
</TABLE>
<BR>

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               <TD ALIGN=RIGHT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>D. </FONT></TD>
               <TD ALIGN=LEFT WIDTH=3%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp; </FONT></TD>
               <TD WIDTH=94%><P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
               The former accountant has not advised us that information has come to the
               accountant&#146;s attention that it has concluded materially impacts the
               fairness or reliability of either (i) a previously issued audit report or the
               underlying financial statements, or (ii) the financial statements issued or to
               be issued covering the fiscal period(s) subsequent to the date of the most
               recent financial statements covered by an audit report (including information
               that, unless resolved to the accountant&#146;s satisfaction, would prevent it
               from rendering an unqualified audit report on those financial statements), and
               due to the accountant&#146;s resignation, or for any other reason, the issue has
               not been resolved to the accountant&#146;s satisfaction prior to its
               resignation. </FONT></P></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;<B>Appointment
of Chisholm, Bierwolf &amp; Nilson, LLC. </B>On July 20, 2005, our Board of Directors
appointed Chisholm, Bierwolf &amp; Nilson, LLC, Certified Public Accounts, of Bountiful,
Utah, as our new auditors. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;During
our two most recent fiscal years or the subsequent interim period, neither Golden Eagle
International nor any person on our behalf consulted the newly engaged accountant
regarding either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the
registrant&#146;s financial statements, where either a written report was provided to us
or oral advice was provided that the new accountant concluded was an important factor
considered by the registrant in reaching a decision as to the accounting, auditing or
financial reporting issue. Furthermore, we have not previously consulted the new
accountants (and no one has done so on our behalf) on any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 and the related
instructions to this item) or a reportable event (as described in paragraph (a)(1)(v) of
Item 304), </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We
have requested the newly engaged accountant to review the disclosure required by this Item
304(a) before it is filed with the Commission, and we have provided the new accountant the
opportunity to furnish us with a letter addressed to the Commission containing any new
information, clarification of our expression of its views, or the respects in which it
does not agree with the statements made by us in this response to Item 304. We will file
any such letter as an exhibit to the report containing the disclosure required by this
Item. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>This
Disclosure has been provided to the Former Accountant. </B>We have provided the former
accountant with a copy of the disclosures we are making in response to this Item 304. We
have requested the former accountant to furnish us with a letter addressed to the
Commission stating whether it agrees with the statements made by us in response to this
Item 304 and, if not, stating the respects in which it does not agree. We have filed as an
exhibit to this Form 8-K<B> </B>the former accountant&#146;s letter as an exhibit to the
report containing this disclosure. </FONT></P>

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

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;None.</I> </FONT></P>
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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 5.02 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers </I></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
July 18, 2005 Terry C. Turner resigned as Chairman of the Board of Directors and our Board
elected H. Roy Shipes as Chairman of the Board of Directors. Terry C. Turner will continue
to serve as our President and Chief Executive Officer. </FONT></P>

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<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=A007></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial
Statements and Exhibits</I> </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Exhibit
16.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Letter from Gordon, Hughes &amp; Banks, LLP </FONT></P>

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<A NAME=A009></A>
<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
25<SUP>th</SUP> day of July, 2005. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</I> </FONT></P>


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<TD WIDTH=40%><FONT FACE="Times New Roman, Times, Serif" SIZE=2></FONT></TD>
<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>
</FONT></TD>
</TR>
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<BR>

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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": "05975001"}, "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) July 20, 2005
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 4 — Matters
Related to Accountants and Financial Statements
Item 4.01      Changes in
Registrant's Certifying Accountants
Resignation
of Gordon, Hughes & Banks, LLP.
Gordon, Hughes & Banks, LLP, Certified Public
Accountants and Consultants ("Gordon, Hughes & Banks"), resigned as our
auditors on July 20, 2005.
The
opinion filed with our annual report on Form 10-K for the year ended December 31, 2004,
contained the following qualification:
The
accompanying consolidated financial statements have been presented assuming that the
Company will continue as a going concern, which contemplates the realization of assets and
the satisfaction of liabilities in the normal course of business. As discussed in Note A
to the financial statements, the Company had a significant working capital (deficit) as of
December 31, 2004 and has incurred substantial losses since its inception. The Company
presently has no mineral production and requires significant additional financing to
satisfy its outstanding obligations and resume and expand mining production. In addition,
the Company's ability to conduct operations remains subject to other risks, including
operating in isolated regions of Bolivia and the concentration of operations in a single
undeveloped area. Unless the Company successfully obtains suitable significant additional
financing and can resume and expand its production, there is substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are also discussed in Note A. 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 this uncertainty.
The
opinion filed with our annual report on Form 10-K for the year ended December 31, 2003
contained a similar qualification.
Gordon,
Hughes & Banks, LLP's decision to resign was made by the former auditors, not by
the board of directors.
During
our two most recent fiscal years and the subsequent interim period preceding such
resignation, there were no disagreements with the former accountant on any matter of
accounting principles or practices, financial statement disclosure, or auditing scope or
procedure, which disagreement(s), if not resolved to the satisfaction of the former
accountant, would have caused it to make reference to the subject matter of the
disagreement(s) in connection with its report. We have authorized the former accountant
to respond fully to the inquiries of the successor accountant concerning all financial
accounting matters related to Golden Eagle International
,
Inc.
None
of the following reportable events occurred within our two most recent fiscal years and
the subsequent interim period preceding the former accountant's resignation ("reportable
events"):
A.
The former accountant has not previously advised us that the internal controls
               necessary for us to develop reliable financial statements do not exist;
B.
The former accountant has not previously advised us that information has come to
               the accountant's attention that has led it to no longer be able to rely on
               management's representations, or that has made it unwilling to be
               associated with the financial statements prepared by management;
C.
The former accountant has not advised us of the need to expand significantly the
               scope of its audit, or that information has come to the accountant's
               attention during the time period covered by Item 304(a)(1)(iv), that if further
               investigated may:
1.
Materially
impact the fairness or reliability of either: a previously issued                audit
report or the underlying financial statements; or the financial statements
               issued or to be issued covering the fiscal period(s) subsequent to the
date of                the most recent financial statements covered by an audit report
(including                information that may prevent it from rendering an unqualified
audit report on                those financial statements), or
2.
Cause
it to be unwilling to rely on management's representations or be
               associated with the registrant's financial statements, and
3.
Due
to the accountant's resignation (due to audit scope limitations or
               otherwise) or dismissal, or for any other reason, the accountant did not
so                expand the scope of its audit or conduct such further investigation; or
D.
The former accountant has not advised us that information has come to the
               accountant's attention that it has concluded materially impacts the
               fairness or reliability of either (i) a previously issued audit report or the
               underlying financial statements, or (ii) the financial statements issued or to
               be issued covering the fiscal period(s) subsequent to the date of the most
               recent financial statements covered by an audit report (including information
               that, unless resolved to the accountant's satisfaction, would prevent it
               from rendering an unqualified audit report on those financial statements), and
               due to the accountant's resignation, or for any other reason, the issue has
               not been resolved to the accountant's satisfaction prior to its
               resignation.
Appointment
of Chisholm, Bierwolf & Nilson, LLC.
On July 20, 2005, our Board of Directors
appointed Chisholm, Bierwolf & Nilson, LLC, Certified Public Accounts, of Bountiful,
Utah, as our new auditors.
During
our two most recent fiscal years or the subsequent interim period, neither Golden Eagle
International nor any person on our behalf consulted the newly engaged accountant
regarding either the application of accounting principles to a specified transaction,
either completed or proposed, or the type of audit opinion that might be rendered on the
registrant's financial statements, where either a written report was provided to us
or oral advice was provided that the new accountant concluded was an important factor
considered by the registrant in reaching a decision as to the accounting, auditing or
financial reporting issue. Furthermore, we have not previously consulted the new
accountants (and no one has done so on our behalf) on any matter that was either the
subject of a disagreement (as defined in paragraph (a)(1)(iv) of Item 304 and the related
instructions to this item) or a reportable event (as described in paragraph (a)(1)(v) of
Item 304),
We
have requested the newly engaged accountant to review the disclosure required by this Item
304(a) before it is filed with the Commission, and we have provided the new accountant the
opportunity to furnish us with a letter addressed to the Commission containing any new
information, clarification of our expression of its views, or the respects in which it
does not agree with the statements made by us in this response to Item 304. We will file
any such letter as an exhibit to the report containing the disclosure required by this
Item.
This
Disclosure has been provided to the Former Accountant.
We have provided the former
accountant with a copy of the disclosures we are making in response to this Item 304. We
have requested the former accountant to furnish us with a letter addressed to the
Commission stating whether it agrees with the statements made by us in response to this
Item 304 and, if not, stating the respects in which it does not agree. We have filed as an
exhibit to this Form 8-K
the former accountant's letter as an exhibit to the
report containing this disclosure.
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
On
July 18, 2005 Terry C. Turner resigned as Chairman of the Board of Directors and our Board
elected H. Roy Shipes as Chairman of the Board of Directors. Terry C. Turner will continue
to serve as our President and Chief Executive Officer.
Section 9 —
Financial Statements and Exhibits
Item 9.01      Financial
Statements and Exhibits
Exhibit
16.1      Letter from Gordon, Hughes & Banks, LLP
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
25
th
day of July, 2005.
Golden Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer