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<A NAME=A001></A>
<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: February 1, 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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<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><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>

</TABLE>

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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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<A NAME=A012></A>
<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><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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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
January 25, 2008 we entered into two agreements with Kevin K. Pfeffer (&#147;Mr.
Pfeffer&#148;), which became effective February 1, 2008 based on certain conditions
subsequent being met. Mr. Pfeffer is a former director in Golden Eagle International,
Inc., having served on our board of directors from January 23, 2003 through December 4,
2006. The two subject agreements settle any and all outstanding debts that we had with Mr.
Pfeffer, as well as any and all outstanding allegations, claims, disputes and
controversies. </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
first agreement was titled, &#147;Settlement and Release Agreement.&#148; Terry C. Turner
(&#147;Mr. Turner&#148;), our President, Chief Executive Officer and Chairman of the
Board, was also a party to this agreement. In this agreement Mr. Turner, Mr. Pfeffer and
we agreed to the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          That Mr. Turner and we would dismiss with prejudice our case alleging certain
          causes of action against Mr. Pfeffer filed in the Federal District Court for
          Utah, Central Division, on September 5, 2007 titled, <I>Golden Eagle
          International, Inc. and Terry C. Turner v. Kevin K. Pfeffer</I>, 2:07-CV-662-TC
          (D.Utah; 2007). This voluntary dismissal was filed on January 28, 2008 and was
          acknowledged by the Court on January 29, 2008; </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;b.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Mr. Turner and we also agreed to release and hold Mr. Pfeffer harmless regarding
          any and all allegations, claims, disputes and controversies between the parties,
          and entered into a covenant not to sue Mr. Pfeffer or otherwise take any action
          to harm him or his reputation. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;c.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          Mr. Pfeffer agreed to release and hold Mr. Turner and us harmless regarding any
          and all allegations, claims, disputes and controversies between the parties, and
          entered into a covenant not to sue Mr. Turner or us or otherwise take any action
          to harm Mr. Turner or us or our reputation. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;d.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          We acknowledged certain sums that we owed to Mr. Pfeffer, including a promissory
          note dated June 6, 2005 for an operating loan that Mr. Pfeffer had made to us,
          accumulated interest and penalties on that note, and expenses that Mr. Pfeffer
          had incurred while serving on our board of directors, which totaled $230,434.37,
          which we agreed to convert into 57,608,593 shares of our common stock. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;e.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          All parties agreed to a two-year &#147;Quiet Period&#148; in which all parties
          will cease to comment, publicly or privately, in Internet forums and blogs, or
          any other written or verbal venue, regarding any of the other parties. </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 agreement was titled, &#147;Stock Purchase Agreement.&#148; In this agreement we
agreed with Mr. Pfeffer to the following: </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;a.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
          All of the terms and conditions of the Settlement and Release Agreement set out
          above, as well as the agreement for the actual issuance to Mr. Pfeffer of
          57,608,593 shares of our common stock in exchange for $230,434.37 in debt that
          we owed to Mr. Pfeffer pursuant to exemptions from registration for
accredited investors found in Sections 4(2) and 4(6) of the Securities Act of 1933. </FONT></P>

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<A NAME=A019></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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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;See
<I>Item 1.01</I> above in which we disclose the satisfaction of an unsecured promissory
note that we entered into with Kevin K. Pfeffer (&#147;Mr. Pfeffer&#148;) on June 6, 2005,
as well as accumulated interest and penalties on that note, and expenses that Mr. Pfeffer
had incurred while serving on our board of directors, which totaled $230,434.37, which we
agreed to convert into 57,608,593 shares of our common stock. The promissory note was
originally due December 31, 2005. </FONT></P>

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<A NAME=A020></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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<A NAME=A021></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>Subsequent to the year-end for 2007,
five holders that held 195,960 of our Series B Contingent Convertible Preferred Shares,
who had previously been qualified as accredited investors, converted those shares into
48,990,000 shares of our restricted common stock. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On January 23, 2008 we issued
8,317,231 shares of our restricted common stock to RAF y CIA, LLC, a company which had
acquired $83,172.31 of our indebtedness to Tio Rico, Ltd. regarding the balance of an
Aircraft Lease-Purchase Agreement, and Redstone, Ltd., a company which had employed a
metallurgical consultant that had served on our board of directors and as our Chief
Operating Officer. RAF y CIA, LLC is an accredited investor. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On January 31, 2008 we issued
1,777,778 shares of our restricted common stock to David Harkrider, an accredited
investor, in exchange for $8,000. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On February 1, 2008 we issued
57,608,593 shares of our restricted common stock to Kevin K. Pfeffer as a settlement of
$230,434.37 in debt, as well as consideration for an overall settlement and release
regarding any and all outstanding allegations, claims, disputes and controversies. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On February 5, 2008 we issued
2,000,000 shares of our restricted common stock to Rachel Glicksman, on behalf of CEOcast,
an Internet portal and public relations firm to which we had owed $18,104.00 since 2005. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>As a result of the conversions from
our Series B Contingent Convertible Preferred Shares, and the issuance of shares in
exchange for debt and as part of the settlement of litigation, allegations, claims,
disputes and controversies as indicated above, as of February 6, 2008 our total number of
common shares outstanding was: 1,721,204,092. </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 creation of our Series B Contingent Convertible Preferred Shares was authorized by our
Board of Directors on December 29, 2006 and disclosed in Current Reports filed on Forms
8-K and 8-K/A on January 8, 2007 and January 19, 2007 respectively. Those same Current
Reports reported on sales of Series B preferred shares, as did Current Reports on Form 8-K
filed on February 14, 2007 and July 5, 2007. </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 $195,960 for the Series B preferred shares, $101,276.31 for
the past due debts for which our shares of common stock were exchanged, $230,434.37 for
the settlement with Mr. Pfeffer and $8,000 for the sale.&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. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We did not engage in any public
advertising or general solicitation in connection with any of these transactions. 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
the value of the shares issued, to pay the expenses associated with our ordinary course of
business; for the exploration of our C Zone gold prospect on our Precambrian Properties in
eastern Bolivia; for environmental studies and the preparation of our applications to the
Bolivian government for environmental permitting on our new C Zone mill site; and for the
preparation of infrastructure and mill construction on our new C Zone mill site. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 9 &#150;
Financial Statements and Exhibits. </FONT></P>


<TABLE CELLPADDING=0 CELLSPACING=0 BORDER=0 WIDTH=600>
<TR VALIGN=Bottom>
     <TH><FONT FACE="Times New Roman" SIZE=2></FONT></TH>
     <TH><FONT FACE="Times New Roman" SIZE=2></FONT></TH></TR>
<TR VALIGN=Bottom>
     <TD WIDTH=15% ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2><A HREF="ge_8k-feb0708settlandrelease.htm">10.1</A></FONT></TD>
     <TD WIDTH=85% ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Settlement and Release Agreement with Kevin K. Pfeffer.</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2><A HREF="ge_8k-feb0708stockpagree.htm">10.2</A></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Stock Purchase Agreement with Kevin K. Pfeffer</FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2><A HREF="ge_8k-feb0708pressrelease.htm">99.1</A></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2>Exhibits. Press Release dated February 7, 2008 titled, </FONT></TD></TR>
<TR VALIGN=Bottom>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2></FONT></TD>
     <TD ALIGN=LEFT><FONT FACE="Times New Roman" SIZE=2> "Golden Eagle Settles Litigation and Other Issues with Former Director."</FONT></TD></TR>

</TABLE>




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<A NAME=A023></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
7th day of February, 2008. </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": "08584230"}, "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: February 1, 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
January 25, 2008 we entered into two agreements with Kevin K. Pfeffer ("Mr.
Pfeffer"), which became effective February 1, 2008 based on certain conditions
subsequent being met. Mr. Pfeffer is a former director in Golden Eagle International,
Inc., having served on our board of directors from January 23, 2003 through December 4,
2006. The two subject agreements settle any and all outstanding debts that we had with Mr.
Pfeffer, as well as any and all outstanding allegations, claims, disputes and
controversies.
The
first agreement was titled, "Settlement and Release Agreement." Terry C. Turner
("Mr. Turner"), our President, Chief Executive Officer and Chairman of the
Board, was also a party to this agreement. In this agreement Mr. Turner, Mr. Pfeffer and
we agreed to the following:
a.       
          That Mr. Turner and we would dismiss with prejudice our case alleging certain
          causes of action against Mr. Pfeffer filed in the Federal District Court for
          Utah, Central Division, on September 5, 2007 titled,
Golden Eagle
          International, Inc. and Terry C. Turner v. Kevin K. Pfeffer
, 2:07-CV-662-TC
          (D.Utah; 2007). This voluntary dismissal was filed on January 28, 2008 and was
          acknowledged by the Court on January 29, 2008;
b.       
          Mr. Turner and we also agreed to release and hold Mr. Pfeffer harmless regarding
          any and all allegations, claims, disputes and controversies between the parties,
          and entered into a covenant not to sue Mr. Pfeffer or otherwise take any action
          to harm him or his reputation.
c.       
          Mr. Pfeffer agreed to release and hold Mr. Turner and us harmless regarding any
          and all allegations, claims, disputes and controversies between the parties, and
          entered into a covenant not to sue Mr. Turner or us or otherwise take any action
          to harm Mr. Turner or us or our reputation.
d.       
          We acknowledged certain sums that we owed to Mr. Pfeffer, including a promissory
          note dated June 6, 2005 for an operating loan that Mr. Pfeffer had made to us,
          accumulated interest and penalties on that note, and expenses that Mr. Pfeffer
          had incurred while serving on our board of directors, which totaled $230,434.37,
          which we agreed to convert into 57,608,593 shares of our common stock.
e.       
          All parties agreed to a two-year "Quiet Period" in which all parties
          will cease to comment, publicly or privately, in Internet forums and blogs, or
          any other written or verbal venue, regarding any of the other parties.
The
second agreement was titled, "Stock Purchase Agreement." In this agreement we
agreed with Mr. Pfeffer to the following:
a.       
          All of the terms and conditions of the Settlement and Release Agreement set out
          above, as well as the agreement for the actual issuance to Mr. Pfeffer of
          57,608,593 shares of our common stock in exchange for $230,434.37 in debt that
          we owed to Mr. Pfeffer pursuant to exemptions from registration for
accredited investors found in Sections 4(2) and 4(6) of the Securities Act of 1933.
Item 1.02 Termination of
a Material Definitive Agreement
See
Item 1.01
above in which we disclose the satisfaction of an unsecured promissory
note that we entered into with Kevin K. Pfeffer ("Mr. Pfeffer") on June 6, 2005,
as well as accumulated interest and penalties on that note, and expenses that Mr. Pfeffer
had incurred while serving on our board of directors, which totaled $230,434.37, which we
agreed to convert into 57,608,593 shares of our common stock. The promissory note was
originally due December 31, 2005.
Section 3 —
Securities Trading Markets
Item 3.02 Unregistered
Sales of Equity Securities
Subsequent to the year-end for 2007,
five holders that held 195,960 of our Series B Contingent Convertible Preferred Shares,
who had previously been qualified as accredited investors, converted those shares into
48,990,000 shares of our restricted common stock.
On January 23, 2008 we issued
8,317,231 shares of our restricted common stock to RAF y CIA, LLC, a company which had
acquired $83,172.31 of our indebtedness to Tio Rico, Ltd. regarding the balance of an
Aircraft Lease-Purchase Agreement, and Redstone, Ltd., a company which had employed a
metallurgical consultant that had served on our board of directors and as our Chief
Operating Officer. RAF y CIA, LLC is an accredited investor.
On January 31, 2008 we issued
1,777,778 shares of our restricted common stock to David Harkrider, an accredited
investor, in exchange for $8,000.
On February 1, 2008 we issued
57,608,593 shares of our restricted common stock to Kevin K. Pfeffer as a settlement of
$230,434.37 in debt, as well as consideration for an overall settlement and release
regarding any and all outstanding allegations, claims, disputes and controversies.
On February 5, 2008 we issued
2,000,000 shares of our restricted common stock to Rachel Glicksman, on behalf of CEOcast,
an Internet portal and public relations firm to which we had owed $18,104.00 since 2005.
As a result of the conversions from
our Series B Contingent Convertible Preferred Shares, and the issuance of shares in
exchange for debt and as part of the settlement of litigation, allegations, claims,
disputes and controversies as indicated above, as of February 6, 2008 our total number of
common shares outstanding was: 1,721,204,092.
The following sets forth the
information required by Item 701 in connection with these transactions:
(a)       
The creation of our Series B Contingent Convertible Preferred Shares was authorized by our
Board of Directors on December 29, 2006 and disclosed in Current Reports filed on Forms
8-K and 8-K/A on January 8, 2007 and January 19, 2007 respectively. Those same Current
Reports reported on sales of Series B preferred shares, as did Current Reports on Form 8-K
filed on February 14, 2007 and July 5, 2007.
(b)               There was no placement
agent or underwriter for any of these transactions.
(c)       
The total offering price was $195,960 for the Series B preferred shares, $101,276.31 for
the past due debts for which our shares of common stock were exchanged, $230,434.37 for
the settlement with Mr. Pfeffer and $8,000 for the sale.  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 any of these transactions. 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
the value of the shares issued, to pay the expenses associated with our ordinary course of
business; for the exploration of our C Zone gold prospect on our Precambrian Properties in
eastern Bolivia; for environmental studies and the preparation of our applications to the
Bolivian government for environmental permitting on our new C Zone mill site; and for the
preparation of infrastructure and mill construction on our new C Zone mill site.
Section 9 –
Financial Statements and Exhibits.
10.1
Settlement and Release Agreement with Kevin K. Pfeffer.
10.2
Stock Purchase Agreement with Kevin K. Pfeffer
99.1
Exhibits. Press Release dated February 7, 2008 titled,
"Golden Eagle Settles Litigation and Other Issues with Former Director."
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
7th day of February, 2008.
Golden Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner,
President and Chief Executive Officer