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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: December 4, 2006</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>


<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><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>
<HR>
<BR>
<BR><BR>





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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 5.02  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers  </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On December 4, 2006, Kevin K. Pfeffer
resigned as a member of Golden Eagle International, Inc.&#145;s (hereafter referred to as
&#147;we,&#148; &#147;us&#148; or &#147;our) Board of Directors. In an e-mail dated
Sunday, December 3, 2006, to our Chief Executive Officer, Terry C. Turner, Mr. Pfeffer
stated that he was resigning from his position as our Director, effective immediately,
&#147;due to serious concerns I have over your conduct.&#148; Additionally, the email
resignation stated that Mr. Pfeffer had &#147;no choice but to report those concerns to
the Securities and Exchange Commission.&#148; </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Mr. Pfeffer has been a member of our
Audit Committee and our Compensation Committee           since August 9, 2006, and was
previously a member of our Compensation Committee           for a two-year period.
Because Mr. Pfeffer has resigned as our Director, he will           no longer serve in
those capacities.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We believe that Mr. Pfeffer&#146;s
resignation stems from two matters: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>First, Mr. Pfeffer was named as a
defendant in a lawsuit in the Federal District Court of Utah on September 1, 2006,
<U>Turner v. Golden Eagle International, Inc., Kevin K. Pfeffer, H.E. Dunham and William
A. Jacobs<I></I></U><I>,</I> Civil Action No.2:06-cv-00738-TC (D. Utah), alleging, among
other things, that Mr. Pfeffer: 1) was a co-conspirator in urging and authorizing us to
file a false and misleading Current Report on Form 8-K with the Securities and Exchange
Commission; 2) was in violation of Regulation Fair Disclosure (&#147;FD&#148;) by
providing the selective disclosure of material information regarding us to shareholders
and other third-parties regarding our business and fundamental disputes on the Board of
Directors; 3) was in breach of his fiduciary duty to us and our shareholders as a
Director; 4) was in breach of our Code of Ethics; and, 5) had carried out a campaign of
disparagement, slander, libel and defamation against our Chairman of the Board, President,
and Chief Executive Officer. Our Chief Executive Officer, Terry C. Turner, is the
Plaintiff in this lawsuit. All Defendants in the referenced lawsuit have been voluntarily
dismissed by Mr. Turner, with the exception of Mr. Pfeffer. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Second, between May and October of
2006, on three separate occasions, Mr. Pfeffer demanded that we return funds from Bolivia
that had been strictly earmarked by the Board of Directors for the construction of our
pilot plant in the C Zone of our Precambrian mining claims in eastern Bolivia so that we
could repay him on a promissory note of approximately $150,000 on a preferential, priority
basis over all of our other creditors. We explained to Mr. Pfeffer that such an action
would constitute a breach of his fiduciary duty owed to us and our shareholders, and would
violate federal securities laws because it would cause us to fail on representations that
we had made to investors and the public regarding the construction of our pilot plant in
eastern Bolivia. Accordingly, our Board of Directors refused to approve Mr. Pfeffer&#146;s
repeated requests for preferential repayment of his personal promissory note with
earmarked funds. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>For at least the past 18 months, Mr.
Pfeffer has threatened our Chief Executive Officer that he was going to report certain
matters to the Securities and Exchange Commission (&#147;SEC&#148;) without ever detailing
what those matters were. In connection with Mr. Pfeffer&#146;s threat our Board of
Directors has repeatedly sought full disclosure regarding the nature of the information to
which Mr. Pfeffer alluded that he would report to the SEC in order that our legal counsel
could investigate such matters; however, Mr. Pfeffer has never cooperated with our Board
of Directors and has never been forthcoming with any specific information. </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our Board of Directors has authorized
that we join Mr. Turner&#146;s lawsuit referenced above in the Federal District Court of
Utah as a Plaintiff against Mr. Pfeffer for all of the causes of action alleged in Mr.
Turner&#146;s complaint, as well as additional causes of action, including, but not
limited to, tortious interference with business relations for Mr. Pfeffer&#146;s recent
damaging communications with our principal creditor and lender; violations of proxy
solicitation rules; additional breaches of fiduciary duties; additional breaches of our
Code of Ethics and violations of Regulation FD. Our Board of Directors has also authorized
that Mr. Pfeffer be sued for punitive damages for alleged malicious and intentional acts
that have harmed us. </FONT></P>


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<A NAME=A018></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Item 9.01&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; Financial
Statements and Exhibits </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>99.1  &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;   December 4, 2006
e-mail from Kevin K. Pfeffer to Terry C. Turner regarding Mr. Pfeffer's resignation as
our Director. </FONT></P>

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<A NAME=A019></A>
<H1 ALIGN=LEFT><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
7th day of December 2006. Golden Eagle International, Inc. </FONT></P>

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<TR VALIGN=TOP>
<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></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><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
 </FONT></TD>
</TR>
</TABLE>
<BR>


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<A NAME=A021></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Exhibit 17 </FONT></P>

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<A NAME=A022></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>E-Mail: </FONT></P>




<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" ALIGN="Left">
<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></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">From:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">kkpfeffer@aol.com</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Sent:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Sunday, December 03, 2006 5:23 a.m.</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">To:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">t.turner@geii.com</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Cc:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">PHilton@HHLAW.com;
OTCBBLawyer@aol.com</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Subject:</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Resignation </FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
</TABLE>
<BR><BR><BR><BR><BR><BR><BR>


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<A NAME=A024></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Terry, </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>It will come as no surprise to you
that I am resigning from the Golden Eagle Board of Directors, effectively immediately. I
am resigning due to serious concerns I have over your conduct. I have no choice but to
report those concerns to the Securities and Exchange Commission. </FONT></P>

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<A NAME=A025></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Sincerely, </FONT></P>

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<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Kevin Pfeffer </FONT></P>
</BODY>
</HTML>
[{"type": "8-K", "sequence": "1", "filename": "ge_8k-dec072006.htm", "secsgml_size_bytes": 14262}]
{"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": "061263983"}, "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"}}
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: December 4, 2006
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.)
Item 5.02        Departure
of Directors or Principal Officers; Election of Directors; Appointment of Principal
Officers
On December 4, 2006, Kevin K. Pfeffer
resigned as a member of Golden Eagle International, Inc.'s (hereafter referred to as
"we," "us" or "our) Board of Directors. In an e-mail dated
Sunday, December 3, 2006, to our Chief Executive Officer, Terry C. Turner, Mr. Pfeffer
stated that he was resigning from his position as our Director, effective immediately,
"due to serious concerns I have over your conduct." Additionally, the email
resignation stated that Mr. Pfeffer had "no choice but to report those concerns to
the Securities and Exchange Commission."
Mr. Pfeffer has been a member of our
Audit Committee and our Compensation Committee           since August 9, 2006, and was
previously a member of our Compensation Committee           for a two-year period.
Because Mr. Pfeffer has resigned as our Director, he will           no longer serve in
those capacities.
We believe that Mr. Pfeffer's
resignation stems from two matters:
First, Mr. Pfeffer was named as a
defendant in a lawsuit in the Federal District Court of Utah on September 1, 2006,
Turner v. Golden Eagle International, Inc., Kevin K. Pfeffer, H.E. Dunham and William
A. Jacobs
,
Civil Action No.2:06-cv-00738-TC (D. Utah), alleging, among
other things, that Mr. Pfeffer: 1) was a co-conspirator in urging and authorizing us to
file a false and misleading Current Report on Form 8-K with the Securities and Exchange
Commission; 2) was in violation of Regulation Fair Disclosure ("FD") by
providing the selective disclosure of material information regarding us to shareholders
and other third-parties regarding our business and fundamental disputes on the Board of
Directors; 3) was in breach of his fiduciary duty to us and our shareholders as a
Director; 4) was in breach of our Code of Ethics; and, 5) had carried out a campaign of
disparagement, slander, libel and defamation against our Chairman of the Board, President,
and Chief Executive Officer. Our Chief Executive Officer, Terry C. Turner, is the
Plaintiff in this lawsuit. All Defendants in the referenced lawsuit have been voluntarily
dismissed by Mr. Turner, with the exception of Mr. Pfeffer.
Second, between May and October of
2006, on three separate occasions, Mr. Pfeffer demanded that we return funds from Bolivia
that had been strictly earmarked by the Board of Directors for the construction of our
pilot plant in the C Zone of our Precambrian mining claims in eastern Bolivia so that we
could repay him on a promissory note of approximately $150,000 on a preferential, priority
basis over all of our other creditors. We explained to Mr. Pfeffer that such an action
would constitute a breach of his fiduciary duty owed to us and our shareholders, and would
violate federal securities laws because it would cause us to fail on representations that
we had made to investors and the public regarding the construction of our pilot plant in
eastern Bolivia. Accordingly, our Board of Directors refused to approve Mr. Pfeffer's
repeated requests for preferential repayment of his personal promissory note with
earmarked funds.
For at least the past 18 months, Mr.
Pfeffer has threatened our Chief Executive Officer that he was going to report certain
matters to the Securities and Exchange Commission ("SEC") without ever detailing
what those matters were. In connection with Mr. Pfeffer's threat our Board of
Directors has repeatedly sought full disclosure regarding the nature of the information to
which Mr. Pfeffer alluded that he would report to the SEC in order that our legal counsel
could investigate such matters; however, Mr. Pfeffer has never cooperated with our Board
of Directors and has never been forthcoming with any specific information.
Our Board of Directors has authorized
that we join Mr. Turner's lawsuit referenced above in the Federal District Court of
Utah as a Plaintiff against Mr. Pfeffer for all of the causes of action alleged in Mr.
Turner's complaint, as well as additional causes of action, including, but not
limited to, tortious interference with business relations for Mr. Pfeffer's recent
damaging communications with our principal creditor and lender; violations of proxy
solicitation rules; additional breaches of fiduciary duties; additional breaches of our
Code of Ethics and violations of Regulation FD. Our Board of Directors has also authorized
that Mr. Pfeffer be sued for punitive damages for alleged malicious and intentional acts
that have harmed us.
Item 9.01      Financial
Statements and Exhibits
99.1          December 4, 2006
e-mail from Kevin K. Pfeffer to Terry C. Turner regarding Mr. Pfeffer's resignation as
our Director.
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
7th day of December 2006. Golden Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer
Exhibit 17
E-Mail:
From:
kkpfeffer@aol.com
Sent:
Sunday, December 03, 2006 5:23 a.m.
To:
t.turner@geii.com
Cc:
PHilton@HHLAW.com;
OTCBBLawyer@aol.com
Subject:
Resignation
Terry,
It will come as no surprise to you
that I am resigning from the Golden Eagle Board of Directors, effectively immediately. I
am resigning due to serious concerns I have over your conduct. I have no choice but to
report those concerns to the Securities and Exchange Commission.
Sincerely,
Kevin Pfeffer