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<A NAME=A001></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNITED STATES <BR>SECURITIES AND
EXCHANGE COMMISSION <BR>WASHINGTON, D.C. 20549 </FONT></H1>

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     <P ALIGN=CENTER>_________________ </P>

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<A NAME=A004></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM 8-K <BR>CURRENT REPORT <BR>Pursuant to Section 13
or 15(d) of the Securities Exchange Act of 1934 </FONT></H1>

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<A NAME=A007></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Date of Report: July 6,
2009 </FONT></H1>

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<A NAME=A008></A>
<H1 ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Golden Eagle
International, Inc. </FONT></H1>

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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>
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     <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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<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>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) </FONT></P>

<HR>

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<A NAME=A016></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>On July 2 and 3, 2009, Golden Eagle
International, Inc. (hereafter referred to as &#147;us&#148; or &#147;we&#148;) entered
into seven separate Series D Contingent Convertible Preferred Stock Subscription
Agreements (&#147;Subscription Agreement&#148; or &#147;Subscription Agreements&#148;)
that became effective July 6, 2009 when we filed the Articles of Amendment to our Articles
of Incorporation with the Colorado Secretary of State designating our new Series D Stock.
These Subscription Agreements provide for the issuance of an aggregate of 794,450 shares
of our newly created Series D contingent convertible preferred stock (the &#147;Series D
Stock&#148;) for satisfaction in full of debt totaling $794,450. The debt retired by the
issuance was comprised of debt owed to the seven separate subscribers named below. The
subscribers with whom we entered into Subscription Agreements, and the terms upon which we
issued each subscriber shares of Series D Stock, are summarized below: </FONT></P>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Golden Eagle Mineral Holding, Inc. (&#147;GEMH&#148;), an entity unaffiliated
          with us (with the exception of being a 10% or greater shareholder), providing
          for the issuance of 282,264 shares of Series D Stock to GEMH in full
          satisfaction of a convertible debenture held by GEMH which came due and payable
          on May 1, 2009 for a debt in the amount of $277,289, with the addition of $4,975
          in a long-pending interest payment unrelated to the convertible debenture amount
          due; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Jose Edmundo Arauz (&#147;Arauz&#148;), providing for the issuance of 234,685
          shares of Series D Stock to Arauz in full satisfaction of several promissory
          notes issued to him over the course of the past year in the amount of $234,685;
          and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          The Virginia H. Penrod Living Trust (&#147;Penrod Trust&#148;), providing for
          the issuance of 50,000 shares of Series D Stock to the Penrod Trust in full
          satisfaction of a promissory note due on demand issued to it on July 3, 2009 in
          the amount of $25,000 and a convertible debenture issued to it on September 3,
          2008 in the amount of $25,000; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Robert S. Chramosta (&#147;Chramosta&#148;), providing for the issuance of
          75,000 shares of Series D Stock to Chramosta in full satisfaction of a
          promissory note due on demand issued to him on June 18, 2009 in the amount of
          $25,000 and a convertible debenture issued to him on May 21, 2008 in the amount
          of $50,000; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Meridian International Holdings, S.A. (&#147;Meridian&#148;), providing for the
          issuance of 40,000 shares of Series D Stock to Meridian in full satisfaction of
          a promissory note due on demand issued to him on June 20, 2009 in the amount of
          $15,000 and a convertible debenture issued to it on September 17, 2008 in the
          amount of $25,000; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>6)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Lone Star Equity Group, LLC (&#147;Lone Star&#148;), providing for the issuance
          of 105,500 shares of Series D Stock to Lone Star in full satisfaction of a
          promissory note due on demand issued to it on June 18, 2009 in the amount of
          $75,000, a convertible debenture issued to it on September 12, 2008 in the
          amount of $25,000, and a promissory note due on demand issued to it on November
          26, 2008 ; and </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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          <TD WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>7)</FONT></TD>
          <TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Sierra West Capital, LLC (&#147;Sierra West&#148;), providing for the issuance
          of 7,000 shares of Series D Stock to Sierra West in full satisfaction of a
          promissory note due on demand issued to it on June 30, 2009 in the amount of
          $7,000. </FONT></TD>
          </TR>
          </TABLE>
          <BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The Subscription Agreements provide
that the Series D Stock will be issued in complete satisfaction of the debt owned to GEMH,
Arauz, the Penrod Trust, Chramosta, Meridian, Lone Star and Sierra West described above.
In each Subscription Agreement the subscriber made representations and acknowledgments to
the Company regarding his or its knowledge of the Company and its affairs, and each
subscriber&#146;s understanding that the acceptance of the Series D Stock in satisfaction
of the debt imposes certain risks on each subscriber. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In connection with these Subscription
Agreements, and as reflected in more detail below in Item 3.03, on June 30, 2009 our board
of directors voted to approve a Certificate of Designation of the Preferences and Rights
of the Series D Stock (&#147;Certificate of Designation&#148;) as described below, which
Certificate of Designation was filed with the Colorado Secretary of State and became
effective on July 6, 2009. </FONT></P>

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<A NAME=A017></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>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          On July 6, 2009 we issued 794,450 shares of our Series D Stock to seven
          accredited investors in satisfaction of indebtedness in the approximate amount
          of $794,450. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          There were no placement agent or underwriters involved in the transactions and
          no underwriting discounts or commissions were paid in connection with the
          transactions. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          The Series D Stock was not issued in consideration for cash. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          We relied on the exemption from registration provided by Sections 4(2) and 4(6)
          and Rule 506 of Regulation D under the Securities Act of 1933 for these
          transactions.&nbsp; We believed these exemptions were available because: </FONT></P>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
All
purchasers were accredited investors </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
There
was no general solicitation or general advertising involved in the offer or sale; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
The
offer and sale did not involve a public offering; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
We
provided each of the 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; Further, based on our investigation, we
believe that the accredited investors obtained all information regarding the Company they
requested, received answers to all questions they posed, and otherwise understood the
risks of accepting our securities for investment purposes.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
We
will be placing restrictive legends on the certificates representing these securities
issued to the accredited investors stating that the securities were not registered under
the Securities Act of 1933 and are subject to restriction on their transferability and
resale.  </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>To the extent that any of the
purchasers are Non-U.S. Persons as that term is defined in Regulation S, we also relied on
the exemption from registration provided by Regulation S. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(e)&nbsp;&nbsp;&nbsp;&nbsp;
          Subject to our having sufficient authorized capital to permit the conversion of
          the Series D Stock into common stock, the Series D Stock is convertible for
          common shares of our stock at the conversion ratio of 2,500 shares of common
          stock for every 1 share of Series D Stock.&nbsp; We have no registration
          obligation with respect to the shares of Series D Stock issued. </FONT></P>



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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(f)&nbsp;&nbsp;&nbsp;&nbsp;
          We have previously used, or are currently using, the loan proceeds for general
          corporate purposes. We have reduced the debt on our balance sheet for which we
          have exchanged our Series D Stock and made a corresponding entry to the equity
          section of our balance sheet. </FONT></P>

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

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;On
June 30, 2009, our board of directors approved an amendment to our Articles of
Incorporation establishing the rights, preferences, privileges and restrictions of, and
the number of shares comprising, our Series D Stock consisting of 999,000 shares. On July
6, 2009 we filed the Articles of Amendment to our Articles of Incorporation with the
Colorado Secretary of State designating the Series D Stock, which amendment became
effective upon filing.&nbsp; As a result of the issuance of the Series D Stock, the
Corporation has: </FONT></P>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
3,500,000
shares of our Series A stock designated and no shares outstanding; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
4,500,000
shares of our Series B contingent convertible preferred stock authorized and 80,000
issued               and outstanding; </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
1
share of our Series C contingent convertible preferred stock authorized and issued; and </FONT></TD>
</TR>
</TABLE>
<BR>

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<TR VALIGN=TOP>
<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>o&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;  </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
999,999
share of our Series D contingent convertible preferred stock, with 794,450 issued and
outstanding.  </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;We
currently have no plans to issue any additional shares of the Corporation&#146;s Series D
Stock, although we may later determine it is appropriate to do so. </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
Certificate of Designation made each share of Series D Preferred stock convertible to
2,500 shares of our common stock. The conversion may only occur following the occurrence
of a &#147;Conversion Event&#148; as defined in the Certificate of Designation. A
Conversion Event will occur upon additional common shares being available after the
authorization by our shareholders of an increase in our number of common shares or the
reorganization of our common stock through a reverse split. Each share of Series D Stock
votes with the common stock, and is entitled to as many votes as the shares of common
stock into which the Series D Stock is convertible, assuming that a Conversion Event has
occurred. The Series D Stock is entitled to dividends and distributions upon liquidation
as though it were fully converted to common stock. The conversion may only occur following
the occurrence of a &#147;Conversion Event&#148; as defined in the Certificate of
Designation. The outstanding shares of Series B preferred stock and Series C preferred
stock are &#147;Senior Securities&#148; with respect to the Series D Stock. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;A
copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is
incorporated herein by reference. </FONT></P>

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<A NAME=A018></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=A019></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Item 9.01 Financial
Statements and Exhibits</I> </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp;&nbsp;&nbsp;
          Not applicable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;&nbsp;&nbsp;&nbsp;
          Not applicable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;&nbsp;&nbsp;&nbsp;
          Not applicable. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(d)&nbsp;&nbsp;&nbsp;&nbsp;
          Exhibits </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="ge_8k-july0609amendm.htm">3.1
Certificate of Designation of the Preferences and Rights of Series D Contingent
Convertible Preferred Stock (included in Exhibit 3.1). </A></FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<A HREF="ge_8kjuly0609subagree.htm">10.1
Form of Debt Settlement Series D Contingent Convertible Preferred Stock Subscription
Agreement (except for the number of shares acquired, the form of subscription agreement
for all seven subscribers described in Item 1.01(1) through (7) contain substantially the
same terms).</A> </FONT></P>

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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
6<SUP>th</SUP> day of July, 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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[{"type": "8-K", "sequence": "1", "filename": "ge_8k-july0609.htm", "secsgml_size_bytes": 27154}]
{"company-data": {"conformed-name": "GOLDEN EAGLE INTERNATIONAL INC", "cik": "0000869531", "assigned-sic": "1000", "irs-number": "841116515", "state-of-incorporation": "CO", "fiscal-year-end": "1208"}, "filing-values": {"form-type": "8-K", "act": "34", "file-number": "000-23726", "film-number": "09932450"}, "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: July 6,
2009
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.)
Check the appropriate box below if
the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the
registrant under any of the following provisions:
[ ] Written communications pursuant
to Rule 425 under the Securities Act (17 CFR 230.425)
[ ] Soliciting material pursuant to
Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant
to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications
pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
Item 1.01 Entry into a
Material Definitive Agreement
On July 2 and 3, 2009, Golden Eagle
International, Inc. (hereafter referred to as "us" or "we") entered
into seven separate Series D Contingent Convertible Preferred Stock Subscription
Agreements ("Subscription Agreement" or "Subscription Agreements")
that became effective July 6, 2009 when we filed the Articles of Amendment to our Articles
of Incorporation with the Colorado Secretary of State designating our new Series D Stock.
These Subscription Agreements provide for the issuance of an aggregate of 794,450 shares
of our newly created Series D contingent convertible preferred stock (the "Series D
Stock") for satisfaction in full of debt totaling $794,450. The debt retired by the
issuance was comprised of debt owed to the seven separate subscribers named below. The
subscribers with whom we entered into Subscription Agreements, and the terms upon which we
issued each subscriber shares of Series D Stock, are summarized below:
1)
Golden Eagle Mineral Holding, Inc. ("GEMH"), an entity unaffiliated
          with us (with the exception of being a 10% or greater shareholder), providing
          for the issuance of 282,264 shares of Series D Stock to GEMH in full
          satisfaction of a convertible debenture held by GEMH which came due and payable
          on May 1, 2009 for a debt in the amount of $277,289, with the addition of $4,975
          in a long-pending interest payment unrelated to the convertible debenture amount
          due; and
2)
Jose Edmundo Arauz ("Arauz"), providing for the issuance of 234,685
          shares of Series D Stock to Arauz in full satisfaction of several promissory
          notes issued to him over the course of the past year in the amount of $234,685;
          and
3)
The Virginia H. Penrod Living Trust ("Penrod Trust"), providing for
          the issuance of 50,000 shares of Series D Stock to the Penrod Trust in full
          satisfaction of a promissory note due on demand issued to it on July 3, 2009 in
          the amount of $25,000 and a convertible debenture issued to it on September 3,
          2008 in the amount of $25,000; and
4)
Robert S. Chramosta ("Chramosta"), providing for the issuance of
          75,000 shares of Series D Stock to Chramosta in full satisfaction of a
          promissory note due on demand issued to him on June 18, 2009 in the amount of
          $25,000 and a convertible debenture issued to him on May 21, 2008 in the amount
          of $50,000; and
5)
Meridian International Holdings, S.A. ("Meridian"), providing for the
          issuance of 40,000 shares of Series D Stock to Meridian in full satisfaction of
          a promissory note due on demand issued to him on June 20, 2009 in the amount of
          $15,000 and a convertible debenture issued to it on September 17, 2008 in the
          amount of $25,000; and
6)
Lone Star Equity Group, LLC ("Lone Star"), providing for the issuance
          of 105,500 shares of Series D Stock to Lone Star in full satisfaction of a
          promissory note due on demand issued to it on June 18, 2009 in the amount of
          $75,000, a convertible debenture issued to it on September 12, 2008 in the
          amount of $25,000, and a promissory note due on demand issued to it on November
          26, 2008 ; and
7)
Sierra West Capital, LLC ("Sierra West"), providing for the issuance
          of 7,000 shares of Series D Stock to Sierra West in full satisfaction of a
          promissory note due on demand issued to it on June 30, 2009 in the amount of
          $7,000.
The Subscription Agreements provide
that the Series D Stock will be issued in complete satisfaction of the debt owned to GEMH,
Arauz, the Penrod Trust, Chramosta, Meridian, Lone Star and Sierra West described above.
In each Subscription Agreement the subscriber made representations and acknowledgments to
the Company regarding his or its knowledge of the Company and its affairs, and each
subscriber's understanding that the acceptance of the Series D Stock in satisfaction
of the debt imposes certain risks on each subscriber.
In connection with these Subscription
Agreements, and as reflected in more detail below in Item 3.03, on June 30, 2009 our board
of directors voted to approve a Certificate of Designation of the Preferences and Rights
of the Series D Stock ("Certificate of Designation") as described below, which
Certificate of Designation was filed with the Colorado Secretary of State and became
effective on July 6, 2009.
Item 3.02 Unregistered
Sales of Equity Securities
(a)    
          On July 6, 2009 we issued 794,450 shares of our Series D Stock to seven
          accredited investors in satisfaction of indebtedness in the approximate amount
          of $794,450.
(b)    
          There were no placement agent or underwriters involved in the transactions and
          no underwriting discounts or commissions were paid in connection with the
          transactions.
(c)    
          The Series D Stock was not issued in consideration for cash.
(d)    
          We relied on the exemption from registration provided by Sections 4(2) and 4(6)
          and Rule 506 of Regulation D under the Securities Act of 1933 for these
          transactions.  We believed these exemptions were available because:
o
All
purchasers were accredited investors
o
There
was no general solicitation or general advertising involved in the offer or sale;
o
The
offer and sale did not involve a public offering;
o
We
provided each of the 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.  Further, based on our investigation, we
believe that the accredited investors obtained all information regarding the Company they
requested, received answers to all questions they posed, and otherwise understood the
risks of accepting our securities for investment purposes.
o
We
will be placing restrictive legends on the certificates representing these securities
issued to the accredited investors stating that the securities were not registered under
the Securities Act of 1933 and are subject to restriction on their transferability and
resale.
To the extent that any of the
purchasers are Non-U.S. Persons as that term is defined in Regulation S, we also relied on
the exemption from registration provided by Regulation S.
(e)    
          Subject to our having sufficient authorized capital to permit the conversion of
          the Series D Stock into common stock, the Series D Stock is convertible for
          common shares of our stock at the conversion ratio of 2,500 shares of common
          stock for every 1 share of Series D Stock.  We have no registration
          obligation with respect to the shares of Series D Stock issued.
(f)    
          We have previously used, or are currently using, the loan proceeds for general
          corporate purposes. We have reduced the debt on our balance sheet for which we
          have exchanged our Series D Stock and made a corresponding entry to the equity
          section of our balance sheet.
Item 5.03         Amendments to
Articles of Incorporation or Bylaws; Change in Fiscal Year
On
June 30, 2009, our board of directors approved an amendment to our Articles of
Incorporation establishing the rights, preferences, privileges and restrictions of, and
the number of shares comprising, our Series D Stock consisting of 999,000 shares. On July
6, 2009 we filed the Articles of Amendment to our Articles of Incorporation with the
Colorado Secretary of State designating the Series D Stock, which amendment became
effective upon filing.  As a result of the issuance of the Series D Stock, the
Corporation has:
o
3,500,000
shares of our Series A stock designated and no shares outstanding;
o
4,500,000
shares of our Series B contingent convertible preferred stock authorized and 80,000
issued               and outstanding;
o
1
share of our Series C contingent convertible preferred stock authorized and issued; and
o
999,999
share of our Series D contingent convertible preferred stock, with 794,450 issued and
outstanding.
We
currently have no plans to issue any additional shares of the Corporation's Series D
Stock, although we may later determine it is appropriate to do so.
The
Certificate of Designation made each share of Series D Preferred stock convertible to
2,500 shares of our common stock. The conversion may only occur following the occurrence
of a "Conversion Event" as defined in the Certificate of Designation. A
Conversion Event will occur upon additional common shares being available after the
authorization by our shareholders of an increase in our number of common shares or the
reorganization of our common stock through a reverse split. Each share of Series D Stock
votes with the common stock, and is entitled to as many votes as the shares of common
stock into which the Series D Stock is convertible, assuming that a Conversion Event has
occurred. The Series D Stock is entitled to dividends and distributions upon liquidation
as though it were fully converted to common stock. The conversion may only occur following
the occurrence of a "Conversion Event" as defined in the Certificate of
Designation. The outstanding shares of Series B preferred stock and Series C preferred
stock are "Senior Securities" with respect to the Series D Stock.
A
copy of the Certificate of Designation is attached hereto as Exhibit 3.1 and is
incorporated herein by reference.
Section 9 —
Financial Statements and Exhibits
Item 9.01 Financial
Statements and Exhibits
(a)    
          Not applicable.
(b)    
          Not applicable.
(c)    
          Not applicable.
(d)    
          Exhibits
3.1
Certificate of Designation of the Preferences and Rights of Series D Contingent
Convertible Preferred Stock (included in Exhibit 3.1).
10.1
Form of Debt Settlement Series D Contingent Convertible Preferred Stock Subscription
Agreement (except for the number of shares acquired, the form of subscription agreement
for all seven subscribers described in Item 1.01(1) through (7) contain substantially the
same terms).
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
6
th
day of July, 2009.
Golden
Eagle International, Inc.
By: /s/ Terry C. Turner
——————————————
Terry C. Turner
President and Chief Executive Officer