SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC






                                    FORM 8-K





                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934




                          Date of Report: JULY 15, 1997




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




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




          4949 South Syracuse Street, Suite 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
           ------------------------------------

           None


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

           None


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

           None


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

          In May 1997,  the  Company's  Board of  Directors  formed a  Technical
          Advisory Board to assist the Company with the evaluation,  exploration
          and operation of its current  Bolivian gold  prospect,  and any future
          acquisitions.  This  Advisory  Board will  initially  consist of three
          members with broad  backgrounds  and extensive  experience  with major
          mining companies. They are as follows:

          Max S. Staheli. Mr. Staheli received a B.A. in Finance and an MBA from
          the University of Utah. He has worked for KPMG Peat,  Marwick & Co. in
          Honolulu,  Hawaii in the late 60's,  and nine years as a manager  with
          Atlantic Richfield Co. (1973-82);  however,  his most recent corporate
          experience  contributes  most notably to Golden  Eagle's  future.  Mr.
          Staheli  spent the last 14 years with Barrick Gold  Corporation,  most
          recently   as   their   Controller   of  South   American   Operations
          headquartered  in Lima,  Peru. Mr. Staheli  developed and  implemented
          administrative policies and procedures for Barrick's launch into South
          America.  He also  successfully  built  the  corporate  structure  for
          Barrick's  extensive   exploration  and  development  program,   which
          included Bolivia.  Mr. Staheli was instrumental in the rapid growth of
          Barrick Gold Corporation in the South Amercan market between 1994-96.

          Donald M. Hausen,  Ph.D.  Dr.  Hausen  received a B.S. in Geology from
          Idaho State College, an M.S. in Geology from the University of Oregon,
          and a Ph.D.  in Geology from  Columbia  University in New York. He has
          served as the  Chairman  of the  Process  Mineralogy  Commitee  of the
          SME-AIME  on  several  occasions.  Dr.  Hausen  is  a  member  of  the
          Mineralogic Society of America;  Society of Economic Geologists;  CIM;
          Ore. Geol. Reviews  (Editorial  Advisory Board); and the International
          Congress  of Applied  Mineralogy.  Dr.  Hausen has worked for the U.S.
          Army Corp of Engineers, U.S. Bureau of Mines, Atomic Energy Commision,
          Union Carbide  Nuclear  Company,  Newmont  Exploration  Limited (Chief
          Mineralogist,  1964-87),  and Newmont  Metallurgical  Services  (Chief
          Mineralogist, 1987-90).

          Ronald L Atwood,  Ph.D.  Dr. Atwood  received a B.S. in  Metallurgical
          Engineering, and a Ph.D. in Metallurgy from the University of Utah. He
          has published nine papers on various  aspects of metallurgy.  He holds
          numerous patents in the field of extractive metallurgy. Dr. Atwood has
          been a professor of  metallurgy  at Michigan  Tech  (1972-74)  and the
          University of Idaho  (1974-75).  Dr. Atwood has served on the board of
          Newmont  Exploration,  as well as Chief Metallurgist for Foote Mineral
          (1975-82), Director of Research for Newmont Gold (1986-87) and Newmont
          Metallurgical Services (1987-89), all divisions of Newmont Mining. Dr.
          Atwood  currently serves as Vice President of Bolivian Copper Chemical
          Company,  S.A., in La Paz, Bolivia, which has recently entered into an
          agreement with an Australian resource company for the development of a
          large copper deposit in Bolivia.


                                       2

<PAGE>


          Dr.  Atwood has already made a site visit to the  Company's  Cangalli,
          Bolivia   property  (June  4-10,   1997),  has  reviewed  the  current
          exploration and mining underway,  and has made  recommendations on the
          installation of a new fine gold recovery circuit.


Item 6.    Resignation of Directors
           ------------------------

           None


Item 7.    Financial Statements, Pro Forma Financials and 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:  July 15, 1997                        GOLDEN EAGLE INTERNATIONAL, INC.




                                            By:  /S/  MARY A. ERICKSON
                                                --------------------------------
                                                Mary A. Erickson, Secretary

                                       3
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{"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": "97640968"}, "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, DC

                                    FORM 8-K

                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934

                          Date of Report: JULY 15, 1997

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

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

          4949 South Syracuse Street, Suite 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
           ------------------------------------

           None

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

           None

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

           None

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

          In May 1997,  the  Company's  Board of  Directors  formed a  Technical
          Advisory Board to assist the Company with the evaluation,  exploration
          and operation of its current  Bolivian gold  prospect,  and any future
          acquisitions.  This  Advisory  Board will  initially  consist of three
          members with broad  backgrounds  and extensive  experience  with major
          mining companies. They are as follows:

          Max S. Staheli. Mr. Staheli received a B.A. in Finance and an MBA from
          the University of Utah. He has worked for KPMG Peat,  Marwick & Co. in
          Honolulu,  Hawaii in the late 60's,  and nine years as a manager  with
          Atlantic Richfield Co. (1973-82);  however,  his most recent corporate
          experience  contributes  most notably to Golden  Eagle's  future.  Mr.
          Staheli  spent the last 14 years with Barrick Gold  Corporation,  most
          recently   as   their   Controller   of  South   American   Operations
          headquartered  in Lima,  Peru. Mr. Staheli  developed and  implemented
          administrative policies and procedures for Barrick's launch into South
          America.  He also  successfully  built  the  corporate  structure  for
          Barrick's  extensive   exploration  and  development  program,   which
          included Bolivia.  Mr. Staheli was instrumental in the rapid growth of
          Barrick Gold Corporation in the South Amercan market between 1994-96.

          Donald M. Hausen,  Ph.D.  Dr.  Hausen  received a B.S. in Geology from
          Idaho State College, an M.S. in Geology from the University of Oregon,
          and a Ph.D.  in Geology from  Columbia  University in New York. He has
          served as the  Chairman  of the  Process  Mineralogy  Commitee  of the
          SME-AIME  on  several  occasions.  Dr.  Hausen  is  a  member  of  the
          Mineralogic Society of America;  Society of Economic Geologists;  CIM;
          Ore. Geol. Reviews  (Editorial  Advisory Board); and the International
          Congress  of Applied  Mineralogy.  Dr.  Hausen has worked for the U.S.
          Army Corp of Engineers, U.S. Bureau of Mines, Atomic Energy Commision,
          Union Carbide  Nuclear  Company,  Newmont  Exploration  Limited (Chief
          Mineralogist,  1964-87),  and Newmont  Metallurgical  Services  (Chief
          Mineralogist, 1987-90).

          Ronald L Atwood,  Ph.D.  Dr. Atwood  received a B.S. in  Metallurgical
          Engineering, and a Ph.D. in Metallurgy from the University of Utah. He
          has published nine papers on various  aspects of metallurgy.  He holds
          numerous patents in the field of extractive metallurgy. Dr. Atwood has
          been a professor of  metallurgy  at Michigan  Tech  (1972-74)  and the
          University of Idaho  (1974-75).  Dr. Atwood has served on the board of
          Newmont  Exploration,  as well as Chief Metallurgist for Foote Mineral
          (1975-82), Director of Research for Newmont Gold (1986-87) and Newmont
          Metallurgical Services (1987-89), all divisions of Newmont Mining. Dr.
          Atwood  currently serves as Vice President of Bolivian Copper Chemical
          Company,  S.A., in La Paz, Bolivia, which has recently entered into an
          agreement with an Australian resource company for the development of a
          large copper deposit in Bolivia.

                                       2
Dr.  Atwood has already made a site visit to the  Company's  Cangalli,
          Bolivia   property  (June  4-10,   1997),  has  reviewed  the  current
          exploration and mining underway,  and has made  recommendations on the
          installation of a new fine gold recovery circuit.

Item 6.    Resignation of Directors
           ------------------------

           None

Item 7.    Financial Statements, Pro Forma Financials and 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:  July 15, 1997                        GOLDEN EAGLE INTERNATIONAL, INC.

                                            By:  /S/  MARY A. ERICKSON
                                                --------------------------------
                                                Mary A. Erickson, Secretary

                                       3