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: MAY 2, 1997



                        GOLDEN EAGLE INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)




     Colorado                      0-23726                      84-1116515
  ---------------                -----------                 -------------------
  (State or other                (Commission                   (IRS Employer
  jurisdiction of                File Number)                Identification No.)
  incorporation)



   4949 South Syracuse Street, Ste. #300, Denver, Colorado          80237
   -------------------------------------------------------        ----------
       (Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code:   303-694-6101
                                                      ------------


<PAGE>


Item 1. Changes in Control of Registrant
        --------------------------------

        None.

Item 2. Acquisition or Disposition of Assets                         
        ------------------------------------

     In a private Contract dated September 18, 1996, Golden Eagle International,
Inc.  purchased all right,  title and interest in certain San  Silvestre  mining
equipment for the following:
        

          (i)US$20,000.00 payable upon the signing of the Protocol of the Public
          Contract  before the Notary of Mines.  That signing finally took place
          February 24,  1997.

          (ii) The execution by the Company of Convertible  Debentures  with the
          following conversion values:


           Price of Conversion                   Number of Common Shares
           -------------------------------------------------------------

           US$.018 (eighteen cents)              1,111,111 (one million
                                                 one hundred and eleven
                                                   thousand one hundred
                                                            and eleven)

           US$0.26                                              769,230
           US$0.39                                              512,820
           US$0.50                                              400,000
           US$1.00                                              200,000
           ------------------------------------------------------------
           US$1,000,000                                       2,993,161


     The  Seller,  Alvaro  Riveros  Tejada,  has the right to  request  that the
Convertible  Debentures  be  immediately  converted  into  common  shares of the
Company.  The effective  date for purposes of  Regulation  "S" will be the final
date of sale, February 24, 1997.

     All voting rights  belonging to the 2,993,161  common shares in the Company
are placed in a voting trust with the Company's Board of Directors as trustee.

     Mr.  Riveros  Tejada would be  restricted to selling no more than 5% of his
shares  in any  month  during  the  first 6  months.  Thereafter,  he  would  be
restricted  to selling no more than 10% of his total  shareholding  per month in
any given month.

     The  Company  has 10 days from the signing of the  Protocol,  February  24,
1997, in which to execute the debentures, or the common shares, depending on Mr.
Riveros  Tejada's  notice of  conversion.  Mr.  Riveros  Tejada has notified the
Company as of February  25,  1997 that he has elected to convert his  debentures
into common shares of the Company pursuant to the agreement.

     The subsidiary  began breaking down all of the San Silvestre  equipment for
transport to the Cangalli Mine. The equipment is described as:

          Electric   generating   set,  two   compressors,   jaw  crusher,   150
          ton-per-hour  ball  mill,  thickener,   classifier,   spiral  recovery
          equipment,  centrifugal bowls,  vibrating tables, mine rail, ore cars,
          mine hoist,  lighting  system,  ventilators,  ventilator  sleeve,  two
          welders, radio sets with receiver and transmitter, fuel tanks, support
          housings, and various supplies and small equipment.

<PAGE>


Item 3. Bankruptcy or Receivership
        --------------------------

        None.

Item 4. Changes in Registrant's Certifying Accountant
        ---------------------------------------------

        None.

Item 5. Other Events
        ------------

     a) In April 1996,  Golden Eagle  International,  Inc.  entered into a Stock
Purchase  Agreement  for the sale of  1,750,000  common  shares of Golden  Eagle
International,  Inc.  @ $.20 per share for  $350,000  to  International  Futures
Holdings,  Ltd., a British Virgin Islands corporation,  pursuant to Regulation S
as exempt from  Registration  under Section 5 of the Securities Act of 1933. The
Company  received the funds in April 1996;  the shares have not yet been issued,
but are issuable.

     b) In May 1996, the Company entered into a Convertible  Debenture Agreement
whereby the company was loaned $188,500 by International Futures Holdings, Ltd.,
at 6% per annum interest.  The Debenture Agreement has a conversion privilege to
common  stock of the  company @ $.35 per share  (which  was  amended to $.30 per
share),  or 80% of the NASDAQ  Bulletin Board closing price on the date prior to
Notice of  Conversion,  whichever is less.  The  debenture  came due October 10,
1996,  and was  extended to  September  15,  1997.  The Holder of the  Debenture
Agreement intends to rely upon Regulation S as an exemption to Registration,  if
and when it  converts  the  Debenture  Agreement  obligation  into shares of the
Company.

     c) Frost  Bank has  agreed  to extend  the  Company  a One  Million  Dollar
($1,000,000)  revolving  line of  credit  due June 1,  1998.  The loan will bear
interest at the prime rate (8 1/2% as of March 28, 1997). In addition,  the loan
will be  personally  guaranteed  by an officer of the Company (and its principal
shareholder),  including a pledge of  13,500,000  shares of Common  Stock of the
Company owned by a  corporation  wholly-owned  by the officer.  The loan will be
further  secured  by  certain  assets  of  the  same  officer's  relatives.   As
consideration for the relatives'  guarantees of the $1 million loan, the Company
has agreed to issue a total of 20,000,000  shares of Common Stock.  The proceeds
from the $1,000,000  loan will retire an earlier  $240,000  bridge loan from the
same bank, which was extended to the Company on February 11, 1997.

     d) Four notes payable totaling  $450,000 at 10.5% interest were issued from
January through July 1996 to a relative of Mary Erickson, an officer. Said notes
were extended to January 1, 2000, and are unsecured and personally guaranteed by
the officer and her husband.  Loans totalling  $228,341 were issued from January
1995 through  December 1996 from relatives of Mary Erickson,  an officer.  These
loans, which bear interest at 12% and are unsecured, were extended to January 1,
2000. The Company has also agreed to issue  5,000,000  shares of Common Stock in
payment of $25,000 in interest on said loans and for  extension  of the $450,000
loan and the $228,341  loan made to the Company by relatives of the officer (and
former president).

     Also,  as part of the  renewal  agreement,  the  Company  agreed  to assume
$165,000  personal  loan of an officer  (and former  president)  as an offset to
total  amounts  owed the same  officer  of  $268,975  as of  December  31,  1996
(consisting  of $98,424 in loans,  $1,134 of accrued  interest  and  $169,417 of
out-of-pocket  expenses  and  unpaid  salary).  The  $165,000  loan,  which  was
previously advanced to the Company by the officer, is due January 1, 2000 and is
unsecured, bearing interest at the prime rate (8 1/2% at March 28, 1997).

<PAGE>


Item 6. Resignation of Directors
        ------------------------
        None.

Item 7  Financial Statements Pro Forma Financial & Exhibits
        ---------------------------------------------------

        Financials - None.

        Exhibits - None.



                                   SIGNATURES


     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.
     


Date:  May 2, 1997                       GOLDEN EAGLE INTERNATIONAL, INC.


                                          By:  /S/  TERRY C. TURNER
                                               ---------------------------------
                                               Terry C. Turner, President
[{"type": "8-K", "sequence": "1", "secsgml_size_bytes": 9083}]
{"company-data": {"conformed-name": "GOLDEN EAGLE INTERNATIONAL INC", "cik": "0000869531", "assigned-sic": "6199", "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": "97596620"}, "business-address": {"street1": "4949 S SYRACUSE ST", "street2": "STE 300", "city": "DENVER", "state": "CO", "zip": "80237", "phone": "3036946101"}, "mail-address": {"street1": "4949 S SYRACUSE ST", "street2": "STE 300", "city": "DENVER", "state": "CO", "zip": "80237"}, "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: MAY 2, 1997

                        GOLDEN EAGLE INTERNATIONAL, INC.
              ----------------------------------------------------
             (Exact name of registrant as specified in its charter)

     Colorado                      0-23726                      84-1116515
  ---------------                -----------                 -------------------
  (State or other                (Commission                   (IRS Employer
  jurisdiction of                File Number)                Identification No.)
  incorporation)

   4949 South Syracuse Street, Ste. #300, Denver, Colorado          80237
   -------------------------------------------------------        ----------
       (Address of principal executive offices)                   (Zip Code)

Registrant's telephone number, including area code:   303-694-6101
                                                      ------------
Item 1. Changes in Control of Registrant
        --------------------------------

        None.

Item 2. Acquisition or Disposition of Assets                         
        ------------------------------------

     In a private Contract dated September 18, 1996, Golden Eagle International,
Inc.  purchased all right,  title and interest in certain San  Silvestre  mining
equipment for the following:
        

          (i)US$20,000.00 payable upon the signing of the Protocol of the Public
          Contract  before the Notary of Mines.  That signing finally took place
          February 24,  1997.

          (ii) The execution by the Company of Convertible  Debentures  with the
          following conversion values:

           Price of Conversion                   Number of Common Shares
           -------------------------------------------------------------

           US$.018 (eighteen cents)              1,111,111 (one million
                                                 one hundred and eleven
                                                   thousand one hundred
                                                            and eleven)

           US$0.26                                              769,230
           US$0.39                                              512,820
           US$0.50                                              400,000
           US$1.00                                              200,000
           ------------------------------------------------------------
           US$1,000,000                                       2,993,161

     The  Seller,  Alvaro  Riveros  Tejada,  has the right to  request  that the
Convertible  Debentures  be  immediately  converted  into  common  shares of the
Company.  The effective  date for purposes of  Regulation  "S" will be the final
date of sale, February 24, 1997.

     All voting rights  belonging to the 2,993,161  common shares in the Company
are placed in a voting trust with the Company's Board of Directors as trustee.

     Mr.  Riveros  Tejada would be  restricted to selling no more than 5% of his
shares  in any  month  during  the  first 6  months.  Thereafter,  he  would  be
restricted  to selling no more than 10% of his total  shareholding  per month in
any given month.

     The  Company  has 10 days from the signing of the  Protocol,  February  24,
1997, in which to execute the debentures, or the common shares, depending on Mr.
Riveros  Tejada's  notice of  conversion.  Mr.  Riveros  Tejada has notified the
Company as of February  25,  1997 that he has elected to convert his  debentures
into common shares of the Company pursuant to the agreement.

     The subsidiary  began breaking down all of the San Silvestre  equipment for
transport to the Cangalli Mine. The equipment is described as:

          Electric   generating   set,  two   compressors,   jaw  crusher,   150
          ton-per-hour  ball  mill,  thickener,   classifier,   spiral  recovery
          equipment,  centrifugal bowls,  vibrating tables, mine rail, ore cars,
          mine hoist,  lighting  system,  ventilators,  ventilator  sleeve,  two
          welders, radio sets with receiver and transmitter, fuel tanks, support
          housings, and various supplies and small equipment.
Item 3. Bankruptcy or Receivership
        --------------------------

        None.

Item 4. Changes in Registrant's Certifying Accountant
        ---------------------------------------------

        None.

Item 5. Other Events
        ------------

     a) In April 1996,  Golden Eagle  International,  Inc.  entered into a Stock
Purchase  Agreement  for the sale of  1,750,000  common  shares of Golden  Eagle
International,  Inc.  @ $.20 per share for  $350,000  to  International  Futures
Holdings,  Ltd., a British Virgin Islands corporation,  pursuant to Regulation S
as exempt from  Registration  under Section 5 of the Securities Act of 1933. The
Company  received the funds in April 1996;  the shares have not yet been issued,
but are issuable.

     b) In May 1996, the Company entered into a Convertible  Debenture Agreement
whereby the company was loaned $188,500 by International Futures Holdings, Ltd.,
at 6% per annum interest.  The Debenture Agreement has a conversion privilege to
common  stock of the  company @ $.35 per share  (which  was  amended to $.30 per
share),  or 80% of the NASDAQ  Bulletin Board closing price on the date prior to
Notice of  Conversion,  whichever is less.  The  debenture  came due October 10,
1996,  and was  extended to  September  15,  1997.  The Holder of the  Debenture
Agreement intends to rely upon Regulation S as an exemption to Registration,  if
and when it  converts  the  Debenture  Agreement  obligation  into shares of the
Company.

     c) Frost  Bank has  agreed  to extend  the  Company  a One  Million  Dollar
($1,000,000)  revolving  line of  credit  due June 1,  1998.  The loan will bear
interest at the prime rate (8 1/2% as of March 28, 1997). In addition,  the loan
will be  personally  guaranteed  by an officer of the Company (and its principal
shareholder),  including a pledge of  13,500,000  shares of Common  Stock of the
Company owned by a  corporation  wholly-owned  by the officer.  The loan will be
further  secured  by  certain  assets  of  the  same  officer's  relatives.   As
consideration for the relatives'  guarantees of the $1 million loan, the Company
has agreed to issue a total of 20,000,000  shares of Common Stock.  The proceeds
from the $1,000,000  loan will retire an earlier  $240,000  bridge loan from the
same bank, which was extended to the Company on February 11, 1997.

     d) Four notes payable totaling  $450,000 at 10.5% interest were issued from
January through July 1996 to a relative of Mary Erickson, an officer. Said notes
were extended to January 1, 2000, and are unsecured and personally guaranteed by
the officer and her husband.  Loans totalling  $228,341 were issued from January
1995 through  December 1996 from relatives of Mary Erickson,  an officer.  These
loans, which bear interest at 12% and are unsecured, were extended to January 1,
2000. The Company has also agreed to issue  5,000,000  shares of Common Stock in
payment of $25,000 in interest on said loans and for  extension  of the $450,000
loan and the $228,341  loan made to the Company by relatives of the officer (and
former president).

     Also,  as part of the  renewal  agreement,  the  Company  agreed  to assume
$165,000  personal  loan of an officer  (and former  president)  as an offset to
total  amounts  owed the same  officer  of  $268,975  as of  December  31,  1996
(consisting  of $98,424 in loans,  $1,134 of accrued  interest  and  $169,417 of
out-of-pocket  expenses  and  unpaid  salary).  The  $165,000  loan,  which  was
previously advanced to the Company by the officer, is due January 1, 2000 and is
unsecured, bearing interest at the prime rate (8 1/2% at March 28, 1997).
Item 6. Resignation of Directors
        ------------------------
        None.

Item 7  Financial Statements Pro Forma Financial & Exhibits
        ---------------------------------------------------

        Financials - None.

        Exhibits - None.

                                   SIGNATURES

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.
     

Date:  May 2, 1997                       GOLDEN EAGLE INTERNATIONAL, INC.

                                          By:  /S/  TERRY C. TURNER
                                               ---------------------------------
                                               Terry C. Turner, President