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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES AND EXCHANGE
COMMISSION </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington, D.C. 20549 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNDER </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE SECURITIES ACT OF
1933 </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>GOLDEN EAGLE
INTERNATIONAL, INC. </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 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></TR>
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     <TD ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Colorado <BR>(State or other jurisdiction<BR> of incorporation or organization) </FONT></TD>
     <TD ALIGN="Center"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">84-1116515<BR>(I.R.S. Employer Identification No.)<BR></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">9661 South 700 East<BR>Salt Lake City, Utah 84070<BR>(801)619-9320</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Hamilton &amp; Lehrer, P.A.<BR>101 Plaza Real South, Suite 201<BR>Boca Raton, Florida 33432</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Address, including zip code and telephone<BR>number, including area code, of <BR>registrant's principal executive offices)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">(Name, address, including zip code<BR>
                             and telephone number, including
                    <BR>area code, of agent for service)</FONT></TD></TR>
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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2007 Employee and
Consultant Stock Compensation Plan </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Full Titles of Plan) </FONT></P>

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<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>CALCULATION OF
REGISTRATION FEE </FONT></P>





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     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TH></TR>

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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Title of Securities<BR>to be Registered</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Amount to be <BR>Registered (1)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Proposed Max.<BR>Offering<BR>Price per Share (3)(4)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Proposed Max.<BR>Aggregate<BR>Offering Price (3)(4)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Amount of <BR>Registration Fee</FONT></TD></TR>
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     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Common Stock,<BR>$0.0001 par value</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">20,000,000 (2)(3)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$0.011</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$260,000</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">$6.75</FONT></TD></TR>
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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          &nbsp;&nbsp;&nbsp;&nbsp;Represents shares issuable pursuant to agreement(s) for
          services rendered or to be rendered. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp;
          &nbsp;&nbsp;&nbsp;&nbsp;Represents shares that may be acquired under the 2007
          Employee and Consultant Stock Compensation Plan (&#147;Stock Award Plan&#148;). </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp;
          &nbsp;&nbsp;&nbsp;&nbsp;This Registration Statement shall also cover any
          additional shares of Common Stock (the &#147;Common Stock&#148;) which become
          issuable under the Stock Award Plan by reason of any stock dividend, stock
          split, recapitalization or other similar transaction effected without the
          receipt of consideration that results in an increase in the number of
          outstanding shares of our Common Stock. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4.&nbsp;&nbsp;&nbsp;&nbsp;
          &nbsp;&nbsp;&nbsp;&nbsp;This calculation is made solely for the purposes of
          determining the registration fee pursuant to the provisions of Rule 457(c) under
          the Securities Act of 1933, as amended, and is calculated on the basis of the
          last sale reported as of October 25, 2007. </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>TABLE OF CONTENTS
&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I.&nbsp;&nbsp;&nbsp;&nbsp;
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 1.&nbsp;&nbsp;&nbsp;&nbsp;
    PLAN INFORMATION </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 2.&nbsp;&nbsp;&nbsp;&nbsp;
    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II.&nbsp;&nbsp;&nbsp;&nbsp;
   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;
    INCORPORATION OF DOCUMENTS BY REFERENCE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4.&nbsp;&nbsp;&nbsp;&nbsp;
    DESCRIPTION OF SECURITIES </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;
    INTERESTS OF NAMED EXPERTS AND COUNSEL </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 6.&nbsp;&nbsp;&nbsp;&nbsp;
    INDEMNIFICATION OF DIRECTORS AND OFFICERS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;
    EXEMPTION FROM REGISTRATION CLAIMED </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp; EXHIBITS  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp;
    UNDERTAKINGS </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT
INDEX&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5.1&nbsp;&nbsp;&nbsp;&nbsp;
               OPINION OF HAMILTON &amp; LEHRER, P.A. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.1&nbsp;&nbsp;&nbsp;&nbsp;
             CONSENT OF HAMILTON &amp;  LEHRER, P.A. (CONTAINED IN EXHIBIT 5.1) </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.2&nbsp;&nbsp;&nbsp;&nbsp;
             CONSENT OF AUDITOR </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART I.&nbsp;&nbsp;&nbsp;&nbsp;
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 1.&nbsp;&nbsp;&nbsp;&nbsp;
    PLAN INFORMATION  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The document(s) containing the information
specified in Item&nbsp;1 will be sent or given to employees as specified in
Rule&nbsp;428(b)(1) and are not required to be filed as part of this registration
statement. Our Stock Award Plan is for selected employees, officers, directors and our key
consultants and advisors and is intended to advance our best interests by providing
personnel who have substantial responsibility for our management and growth and our
subsidiaries with additional incentive by increasing their proprietary interest in our
potential success, thereby encouraging them to remain in the employ or consul of the
Company or any of its subsidiaries. Our Board of Directors may at any time alter, suspend
or terminate the Plan. Should any individual effected by the Plan desire additional
information, they may contact: </FONT></P>

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<TD WIDTH=5%>&nbsp;</TD>
<TD WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Terry
Turner  <BR>        Chief Executive Officer     <BR>     Golden Eagle International, Inc.<BR>
         9661 South 700 East     <BR>     Salt Lake City, Utah 84070    <BR>      (801) 619-9320 </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 2.&nbsp;&nbsp;&nbsp;&nbsp;
   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The document(s) containing the
information specified in Item&nbsp;2 will be sent or given to employees as specified in
Rule&nbsp;428(b)(1) and are not required to be filed as part of this registration
statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II.&nbsp;&nbsp;&nbsp;&nbsp;
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;
    INCORPORATION OF DOCUMENTS BY REFERENCE </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby incorporate by reference
into this registration statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the &#147;Commission&#148;): </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a.&nbsp;&nbsp;&nbsp;&nbsp; Our Annual
Report on Forms 10-KSB and 10-KSB/A for the Fiscal Year Ended December 31, 2006 filed on
April 17, 2007 and May 2, 2007, respectively, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the &#147;Exchange Act&#148;); </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>b.&nbsp;&nbsp;&nbsp;&nbsp; Our
Quarterly Report on Form 10-QSB for the Quarterly Periods Ended March 31, 2007 and June
30, 2007 filed on May 21, 2007 and August 16, 2007, respectively; </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>c. &nbsp;&nbsp;&nbsp;&nbsp;    Our Current Reports on Form
8-K reporting events of: </FONT></P>



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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>i. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;</FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
          Form
8-K filed on May 10, 2007 under Item 1.01 (Entry into a Material Definitive
          Agreement);  </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ii. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Form
8-K filed on June 4, 2007 under Item 1.01 (Entry into a           Material Definitive
Agreement) and Item 8.01 (Other Events); </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> iii. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Form
8-K filed           on June 26, 2007 under Item 8.01 (Other Events); </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2> iv. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Form
8-K filed on June 27,           2007 under Item 1.01 (Entry into a Material Definitive
Agreement); Item 1.02           (Termination of a Material Definitive Agreement); Item
2.02 (Results of Operations and Financial Condition); and           Item 3.02
(Unregistered Sales of Equity Securities); and </FONT></TD>
</TR>
</TABLE>
<BR>

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<TD ALIGN=RIGHT WIDTH=5%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>v. &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; </FONT></TD>
<TD ALIGN=LEFT WIDTH=95%><FONT FACE="Times New Roman, Times, Serif" SIZE=2>
Our
Form 8-K filed on September 14, 2007 under Item 5.03 (Amendments to           Articles of
Incorporation or Bylaws) and Item 8.01 (Other Events)  </FONT></TD>
</TR>
</TABLE>
<BR>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>d.&nbsp;&nbsp;&nbsp;&nbsp;Our Form
10-SB as filed with the Commission that registered our Common Stock and all amendments
thereto, including Amendment Number 4 filed on June 22, 2000 by our Form 8-A12G/A under
the Exchange Act, which includes the description of our Common Stock. </FONT></P>

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     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>e.&nbsp;&nbsp;&nbsp;&nbsp;
          All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
          15(d) of the Exchange Act, prior to the filing of a post-effective amendment
          which indicates that all securities offered hereunder have been sold or which
          de-registers all securities then remaining unsold, that shall be deemed to be
          incorporated by reference in this registration statement and will be deemed to
          be a part hereof from the date of filing of such documents. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4.&nbsp;&nbsp;&nbsp;&nbsp;
DESCRIPTION OF SECURITIES </FONT></P>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;
INTERESTS OF NAMED EXPERTS AND COUNSEL </FONT></P>


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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Brenda Lee Hamilton, Esquire will
receive 5,000,000 shares of our common stock and has opined on the validity of the
securities being registered. On December 11, 2006, we entered in to a fee arrangement with
Brenda Lee Hamilton, Esquire, for the preparation of our Proxy Statement in 1007, wherein
we agreed to issue 5,000,000 shares of our S-8 common stock at which time sufficient
common shares were available. </FONT></P>

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<A NAME=A018></A>
<H1 ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS </FONT></H1>

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<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Bylaws</I> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Our bylaws provide that our directors
or officers will not be liable for the acts, defaults, or omissions of any other director
or officer, or for any loss that we sustained, unless the same has resulted from the
officer&#146;s or director&#146;s own willful misconduct, willful neglect, or negligence.
Our bylaws further provide that each of our directors and officers and each person who
shall serve at our request as a director or officer of another corporation in which we own
shares of capital stock or of which it is a creditor shall be indemnified by us against
all reasonable costs, expenses and liabilities (including reasonable attorneys&#146; fees)
actually and necessarily incurred by or imposed upon him in connection with, or resulting
from any claim, action, suit, proceeding, investigation, or inquiry of whether nature in
which he may be involved as a party or otherwise by reason of his being or having been a
director or officer of the corporation or such director or officer of such other
corporation, whether or not he continues to be a director or officer of the corporation or
a director or officer of such other corporation, at the time of the incurring or
imposition of such costs, expenses or liabilities, except in relation to matters as to
which he shall be finally adjudged in such action, suit, proceeding, investigation, or
inquiry to be liable for willful misconduct, willful neglect, or negligence toward or on
behalf of the corporation in the performance of his duties as such director or officer of
the Corporation or as such director or officer of such other corporation. As to whether or
not a director or officer was liable by reason of willful misconduct, willful neglect, or
negligence toward or on behalf of the corporation in the performance of his duties as such
director or officer of the corporation or as such director or officer of such other
corporation, in the absence of such final adjudication of the existence of such liability,
the Board of Directors and each director and officer may conclusively rely upon an opinion
of independent legal counsel selected by or in the matter designed by the Board of
Directors. The foregoing right to indemnification shall be in addition to and not in
limitation of all other rights which such person may be entitled as a matter of law, and
shall inure to the benefit of the legal representatives of such person. </FONT></P>

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<A NAME=A020></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Colorado Revised Statutes</I> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Section 7-109-102 of the Colorado
Revised Statutes and our Articles of Incorporation, under certain circumstances provide
for the indemnification of our officers, directors and controlling persons against
liabilities that they may incur in such capacities. A summarization of the circumstances
in which such indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to our Articles of Incorporation and the relevant
section of the Colorado Revised Statutes. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In general, the statute provides that
any director may be indemnified against liabilities (including the obligation to pay a
judgment, settlement, penalty, fine or expense), incurred in a proceeding (including any
civil, criminal or investigative proceeding) to which the director was a party by reason
of such status. Such indemnity may be provided if the director&#146;s actions resulting in
the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been
in our best interest with respect to actions taken in the director&#146;s official
capacity; (iii) were reasonably believed not to be opposed to our best interest with
respect to other actions; and (iv) with respect to any criminal action, the director had
no reasonable grounds to believe the actions were unlawful. Unless the director is
successful upon the merits in such an action, indemnification may generally be awarded
only after a determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the applicable
standard of conduct was met by the director to be indemnified. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The statutory provisions further
provide that unless limited by a corporation&#146;s articles of incorporation, a director
or officer who is wholly successful, on the merits or otherwise, in defense of any
proceeding to which he as a party, is entitled to receive indemnification against
reasonable expenses, including attorneys&#146; fees, incurred in connection with the
proceeding. In addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with law and if provided for by our restated
articles of incorporation, bylaws, resolution of our shareholders or directors or in a
contract. The provision of indemnification to persons other than directors is subject to
such limitations as may be imposed on general public policy grounds. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In addition to the foregoing, unless
limited by our articles of incorporation, a court, upon petition by an officer or
director, may order us to indemnify such officer or director against liabilities arising
in connection with any proceeding. A court may order us to provide such indemnification,
whether or not the applicable standard of conduct described above was met by the officer
or director. To order such indemnification the court must determine that the petitioner is
fairly and reasonably entitled to such indemnification in light of the circumstances. With
respect to liabilities arising as a result of proceedings on our behalf, a court may only
require that a petitioner be indemnified as to the reasonable expenses incurred. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Indemnification in connection with a
proceeding by or in the right of us in which the director is successful is permitted only
with respect to reasonable expenses incurred in connection with the defense. In such
actions, the person to be indemnified must have acted in good faith, in a manner believed
to have been in our best interest and must not have been adjudged liable for negligence or
misconduct. Indemnification is otherwise prohibited in connection with a proceeding
brought on behalf of us in which a director is adjudged liable to us, or in connection
with any proceeding charging improper personal benefit to the director in which the
director is adjudged liable for receipt of an improper personal benefit. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Colorado law authorizes us to
reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in
connection with a proceeding, in advance of a final disposition of the matter. Such
advances of expenses are permitted if the person furnishes to us a written statement of
his belief that he met the applicable standard of conduct required to permit such
indemnification. The person seeking such expense advances must also provide us with a
written agreement to repay such advances if it is determined the applicable standard of
conduct was not met. A determination must also be made that the facts known to us would
not preclude indemnification. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The statutory section cited above
further specifies that any provisions for indemnification of or advances for expenses to
directors which may be contained in our articles of incorporation and/or any restatements
thereof, bylaws, resolutions of our shareholders or directors, or in a contract (except
for insurance policies) shall be valid only to the extent such provisions are consistent
with the Colorado statutes and any limitations upon indemnification set forth in our
articles of incorporation or any restatement and/or amendment thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>The statutory provision cited above
also grants the power to us to purchase and maintain insurance policies which protect any
director, officer, employee, fiduciary or agent against any liability asserted against or
incurred by them in such capacity arising out of his status as such. Such policies may
provide for indemnification whether or not the corporation would otherwise have the power
to provide for it. No such policies providing protection against liabilities imposed under
the securities laws have been obtained by us. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;
    EXEMPTION FROM REGISTRATION CLAIMED. </FONT></P>

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<A NAME=A021></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 8.&nbsp;&nbsp;&nbsp;&nbsp;
    EXHIBITS. </FONT></P>

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<A NAME=A022></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number Description </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 &nbsp;&nbsp;&nbsp;&nbsp;Opinion
of Hamilton &amp; Lehrer, P.A.  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.1 &nbsp;&nbsp;&nbsp;&nbsp;Consent
of Hamilton &amp; Lehrer, P.A. [contained in exhibit 5.1] </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>23.2 &nbsp;&nbsp;&nbsp;&nbsp;Consent
of Auditor  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 9.&nbsp;&nbsp;&nbsp;&nbsp;
    UNDERTAKINGS </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>1.&nbsp;&nbsp;&nbsp;&nbsp;
          We hereby undertake: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(a)&nbsp;&nbsp; To file, during any
period in which offers or sales are being made, a post-effective amendment to this
registration statement: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(i)&nbsp;&nbsp;To include any
prospectus required by Section&nbsp;10(a)(3) of the Securities Act of 1933, as amended
(the &#147;Securities Act&#148;);  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(ii)&nbsp;&nbsp;To reflect in the
prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in
the &#147;Calculation of Registration Fee&#148; table in the effective registration
statement;  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(iii)&nbsp;&nbsp;To include any
material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by us pursuant to
Section&nbsp;13 or 15(d) of the Exchange Act that are incorporated by reference herein.  </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(b)&nbsp;That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(c)&nbsp;To remove from registration
by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2.&nbsp;&nbsp;&nbsp;&nbsp; We hereby
undertake that, for purposes of determining any liability under the Securities Act, each
filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan&#146;s annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3.&nbsp;&nbsp;&nbsp;&nbsp; Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and our controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue </FONT></P>

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

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Pursuant to the requirements of the
Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe
that we meet all of the requirements for filing on Form S-8 and have duly caused this
registration statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake City, Utah, on October 26, 2007. </FONT></P>


<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" ALIGN="LEFT" WIDTH="600">
<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="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/ <U>Terry C. Turner</U></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Director and Principal</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">October 26, 2007</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;Terry C. Turner</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Executive Officer</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/<U>Harlan M. (Mac) Delozier</U></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Director</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">October 26, 2007</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;Harlan M. (Mac) Delozier</FONT></TD>
     <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>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/<U>Alvaro Riveros</U></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Director</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">October 26 , 2007</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;Alvaro Riveros</FONT></TD>
     <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>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TD></TR>

<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/<U>Tracy A. Madsen</U></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Corporate Secretary/Treasurer/Chief Financial Officer</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">October 26 , 2007</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">/s/Tracy A. Madsen</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Principal Accounting Officer</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"></FONT></TD></TR>

</TABLE>
<BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR><BR>





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<A NAME=A026></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 5.1 </FONT></P>

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<A NAME=A027></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Hamilton and Lehrer,
P.A. </I><BR><I>101 Plaza Real
South, Suite 202 </I><BR><I>Boca Raton, Florida
33432 </I></FONT></P>

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<A NAME=A030></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>October 23, 2007 </FONT></P>

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<A NAME=A031></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Golden Eagle
International, Inc. <BR>9661 South 700 East <BR>Salt Lake City, Utah 84070 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation" -->
<A NAME=A032></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(801) 619-9320 </FONT></P>

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<A NAME=A033></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Ladies and Gentlemen: </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>You have requested our opinion with respect
to certain matters in connection with the filing by Golden Eagle International, Inc. (the
&#147;Company&#148;) of a Registration Statement on Form S-8 (the &#147;Registration
Statement&#148;) with the Securities and Exchange Commission (the &#147;Commission&#148;)
covering the offering of up to an aggregate of twenty million (20,000,000 shares of the
Company&#146;s common stock, $0.0001 par value, (the &#147;Common Stock&#148;) issuable or
reserved for issuance pursuant to the Company&#146;s 2007 Employee and Consultant Stock
Compensation Plan adopted on October 8, 2007 (the &#147;Plan&#148;). </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>In connection with this opinion, we
have examined the Registration Statement and the Company&#146;s Certificate of
Incorporation and Bylaws, each as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as copies
thereof, and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>On the basis of the foregoing, and in
reliance thereon, we are of the opinion that the Shares, when sold and issued in
accordance with the Plan, the Registration Statement and the related prospectus, will be
validly issued, fully paid and nonassessable. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We consent to the filing of this
opinion as an exhibit to the Registration Statement. </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Very truly yours, <BR>/s/ HAMILTON &amp;
LEHRER, P.A </FONT></P>

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<A NAME=A034></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>EXHIBIT 23.2 </FONT></P>

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<A NAME=A035></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2><U>CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM</U> </FONT></P>

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<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>We hereby consent to the incorporation by
reference in the Registration Statement (Form S-8) of Golden Eagle International, Inc. with respect to our report
dated March 9, 2007 on the financial statements included in the Annual Report (Form 10-K), for the fiscal years ended December 31, 2006
and 2005.   </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/ Chisholm, Bierwolf &amp; Nilson<BR>&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;&#151;<BR>
Chisholm, Bierwolf &amp; Nilson<BR>Bountiful, Utah<BR>October 23, 2007</FONT></TD>
</TR>
</TABLE>
<BR>

</BODY>
</HTML>
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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": "S-8", "act": "33", "file-number": "333-147003", "film-number": "071197451"}, "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"}}
SECURITIES AND EXCHANGE
COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF
1933
GOLDEN EAGLE
INTERNATIONAL, INC.
(Exact name of
Registrant as specified in charter)
Colorado
(State or other jurisdiction
of incorporation or organization)
84-1116515
(I.R.S. Employer Identification No.)
9661 South 700 East
Salt Lake City, Utah 84070
(801)619-9320
Hamilton & Lehrer, P.A.
101 Plaza Real South, Suite 201
Boca Raton, Florida 33432
(Address, including zip code and telephone
number, including area code, of
registrant's principal executive offices)
(Name, address, including zip code
and telephone number, including
area code, of agent for service)
2007 Employee and
Consultant Stock Compensation Plan
(Full Titles of Plan)
CALCULATION OF
REGISTRATION FEE
Title of Securities
to be Registered
Amount to be
Registered (1)
Proposed Max.
Offering
Price per Share (3)(4)
Proposed Max.
Aggregate
Offering Price (3)(4)
Amount of
Registration Fee
Common Stock,
$0.0001 par value
20,000,000 (2)(3)
$0.011
$260,000
$6.75
1.    
              Represents shares issuable pursuant to agreement(s) for
          services rendered or to be rendered.
2.    
              Represents shares that may be acquired under the 2007
          Employee and Consultant Stock Compensation Plan ("Stock Award Plan").
3.    
              This Registration Statement shall also cover any
          additional shares of Common Stock (the "Common Stock") which become
          issuable under the Stock Award Plan by reason of any stock dividend, stock
          split, recapitalization or other similar transaction effected without the
          receipt of consideration that results in an increase in the number of
          outstanding shares of our Common Stock.
4.    
              This calculation is made solely for the purposes of
          determining the registration fee pursuant to the provisions of Rule 457(c) under
          the Securities Act of 1933, as amended, and is calculated on the basis of the
          last sale reported as of October 25, 2007.
TABLE OF CONTENTS
PART I.    
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.    
    PLAN INFORMATION
ITEM 2.    
    REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
PART II.    
   INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.    
    INCORPORATION OF DOCUMENTS BY REFERENCE
ITEM 4.    
    DESCRIPTION OF SECURITIES
ITEM 5.    
    INTERESTS OF NAMED EXPERTS AND COUNSEL
ITEM 6.    
    INDEMNIFICATION OF DIRECTORS AND OFFICERS
ITEM 7.    
    EXEMPTION FROM REGISTRATION CLAIMED
ITEM 8.     EXHIBITS
ITEM 9.    
    UNDERTAKINGS
SIGNATURES
EXHIBIT
INDEX
EXHIBIT 5.1    
               OPINION OF HAMILTON & LEHRER, P.A.
EXHIBIT 23.1    
             CONSENT OF HAMILTON &  LEHRER, P.A. (CONTAINED IN EXHIBIT 5.1)
EXHIBIT 23.2    
             CONSENT OF AUDITOR
PART I.    
    INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
ITEM 1.    
    PLAN INFORMATION
The document(s) containing the information
specified in Item 1 will be sent or given to employees as specified in
Rule 428(b)(1) and are not required to be filed as part of this registration
statement. Our Stock Award Plan is for selected employees, officers, directors and our key
consultants and advisors and is intended to advance our best interests by providing
personnel who have substantial responsibility for our management and growth and our
subsidiaries with additional incentive by increasing their proprietary interest in our
potential success, thereby encouraging them to remain in the employ or consul of the
Company or any of its subsidiaries. Our Board of Directors may at any time alter, suspend
or terminate the Plan. Should any individual effected by the Plan desire additional
information, they may contact:
Terry
Turner
Chief Executive Officer
Golden Eagle International, Inc.
9661 South 700 East
Salt Lake City, Utah 84070
(801) 619-9320
ITEM 2.    
   REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The document(s) containing the
information specified in Item 2 will be sent or given to employees as specified in
Rule 428(b)(1) and are not required to be filed as part of this registration
statement.
PART II.    
        INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3.    
    INCORPORATION OF DOCUMENTS BY REFERENCE
We hereby incorporate by reference
into this registration statement the following documents and information heretofore filed
with the Securities and Exchange Commission (the "Commission"):
a.     Our Annual
Report on Forms 10-KSB and 10-KSB/A for the Fiscal Year Ended December 31, 2006 filed on
April 17, 2007 and May 2, 2007, respectively, filed pursuant to Section 13(a) or 15(d) of
the Securities Exchange Act of 1934, as amended (the "Exchange Act");
b.     Our
Quarterly Report on Form 10-QSB for the Quarterly Periods Ended March 31, 2007 and June
30, 2007 filed on May 21, 2007 and August 16, 2007, respectively;
c.         Our Current Reports on Form
8-K reporting events of:
i.
Form
8-K filed on May 10, 2007 under Item 1.01 (Entry into a Material Definitive
          Agreement);
ii.
Form
8-K filed on June 4, 2007 under Item 1.01 (Entry into a           Material Definitive
Agreement) and Item 8.01 (Other Events);
iii.
Form
8-K filed           on June 26, 2007 under Item 8.01 (Other Events);
iv.
Form
8-K filed on June 27,           2007 under Item 1.01 (Entry into a Material Definitive
Agreement); Item 1.02           (Termination of a Material Definitive Agreement); Item
2.02 (Results of Operations and Financial Condition); and           Item 3.02
(Unregistered Sales of Equity Securities); and
v.
Our
Form 8-K filed on September 14, 2007 under Item 5.03 (Amendments to           Articles of
Incorporation or Bylaws) and Item 8.01 (Other Events)
d.    Our Form
10-SB as filed with the Commission that registered our Common Stock and all amendments
thereto, including Amendment Number 4 filed on June 22, 2000 by our Form 8-A12G/A under
the Exchange Act, which includes the description of our Common Stock.
e.    
          All documents subsequently filed by us pursuant to Sections 13(a), 13(c), 14 and
          15(d) of the Exchange Act, prior to the filing of a post-effective amendment
          which indicates that all securities offered hereunder have been sold or which
          de-registers all securities then remaining unsold, that shall be deemed to be
          incorporated by reference in this registration statement and will be deemed to
          be a part hereof from the date of filing of such documents.
ITEM 4.    
DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5.    
INTERESTS OF NAMED EXPERTS AND COUNSEL
Brenda Lee Hamilton, Esquire will
receive 5,000,000 shares of our common stock and has opined on the validity of the
securities being registered. On December 11, 2006, we entered in to a fee arrangement with
Brenda Lee Hamilton, Esquire, for the preparation of our Proxy Statement in 1007, wherein
we agreed to issue 5,000,000 shares of our S-8 common stock at which time sufficient
common shares were available.
ITEM 6. INDEMNIFICATION
OF DIRECTORS AND OFFICERS
Bylaws
Our bylaws provide that our directors
or officers will not be liable for the acts, defaults, or omissions of any other director
or officer, or for any loss that we sustained, unless the same has resulted from the
officer's or director's own willful misconduct, willful neglect, or negligence.
Our bylaws further provide that each of our directors and officers and each person who
shall serve at our request as a director or officer of another corporation in which we own
shares of capital stock or of which it is a creditor shall be indemnified by us against
all reasonable costs, expenses and liabilities (including reasonable attorneys' fees)
actually and necessarily incurred by or imposed upon him in connection with, or resulting
from any claim, action, suit, proceeding, investigation, or inquiry of whether nature in
which he may be involved as a party or otherwise by reason of his being or having been a
director or officer of the corporation or such director or officer of such other
corporation, whether or not he continues to be a director or officer of the corporation or
a director or officer of such other corporation, at the time of the incurring or
imposition of such costs, expenses or liabilities, except in relation to matters as to
which he shall be finally adjudged in such action, suit, proceeding, investigation, or
inquiry to be liable for willful misconduct, willful neglect, or negligence toward or on
behalf of the corporation in the performance of his duties as such director or officer of
the Corporation or as such director or officer of such other corporation. As to whether or
not a director or officer was liable by reason of willful misconduct, willful neglect, or
negligence toward or on behalf of the corporation in the performance of his duties as such
director or officer of the corporation or as such director or officer of such other
corporation, in the absence of such final adjudication of the existence of such liability,
the Board of Directors and each director and officer may conclusively rely upon an opinion
of independent legal counsel selected by or in the matter designed by the Board of
Directors. The foregoing right to indemnification shall be in addition to and not in
limitation of all other rights which such person may be entitled as a matter of law, and
shall inure to the benefit of the legal representatives of such person.
Colorado Revised Statutes
Section 7-109-102 of the Colorado
Revised Statutes and our Articles of Incorporation, under certain circumstances provide
for the indemnification of our officers, directors and controlling persons against
liabilities that they may incur in such capacities. A summarization of the circumstances
in which such indemnification is provided for is contained herein, but that description is
qualified in its entirety by reference to our Articles of Incorporation and the relevant
section of the Colorado Revised Statutes.
In general, the statute provides that
any director may be indemnified against liabilities (including the obligation to pay a
judgment, settlement, penalty, fine or expense), incurred in a proceeding (including any
civil, criminal or investigative proceeding) to which the director was a party by reason
of such status. Such indemnity may be provided if the director's actions resulting in
the liabilities: (i) were taken in good faith; (ii) were reasonably believed to have been
in our best interest with respect to actions taken in the director's official
capacity; (iii) were reasonably believed not to be opposed to our best interest with
respect to other actions; and (iv) with respect to any criminal action, the director had
no reasonable grounds to believe the actions were unlawful. Unless the director is
successful upon the merits in such an action, indemnification may generally be awarded
only after a determination of independent members of the Board of Directors or a committee
thereof, by independent legal counsel or by vote of the shareholders that the applicable
standard of conduct was met by the director to be indemnified.
The statutory provisions further
provide that unless limited by a corporation's articles of incorporation, a director
or officer who is wholly successful, on the merits or otherwise, in defense of any
proceeding to which he as a party, is entitled to receive indemnification against
reasonable expenses, including attorneys' fees, incurred in connection with the
proceeding. In addition, a corporation may indemnify or advance expenses to an officer,
employee or agent who is not a director to a greater extent than permitted for
indemnification of directors, if consistent with law and if provided for by our restated
articles of incorporation, bylaws, resolution of our shareholders or directors or in a
contract. The provision of indemnification to persons other than directors is subject to
such limitations as may be imposed on general public policy grounds.
In addition to the foregoing, unless
limited by our articles of incorporation, a court, upon petition by an officer or
director, may order us to indemnify such officer or director against liabilities arising
in connection with any proceeding. A court may order us to provide such indemnification,
whether or not the applicable standard of conduct described above was met by the officer
or director. To order such indemnification the court must determine that the petitioner is
fairly and reasonably entitled to such indemnification in light of the circumstances. With
respect to liabilities arising as a result of proceedings on our behalf, a court may only
require that a petitioner be indemnified as to the reasonable expenses incurred.
Indemnification in connection with a
proceeding by or in the right of us in which the director is successful is permitted only
with respect to reasonable expenses incurred in connection with the defense. In such
actions, the person to be indemnified must have acted in good faith, in a manner believed
to have been in our best interest and must not have been adjudged liable for negligence or
misconduct. Indemnification is otherwise prohibited in connection with a proceeding
brought on behalf of us in which a director is adjudged liable to us, or in connection
with any proceeding charging improper personal benefit to the director in which the
director is adjudged liable for receipt of an improper personal benefit.
Colorado law authorizes us to
reimburse or pay reasonable expenses incurred by a director, officer, employee or agent in
connection with a proceeding, in advance of a final disposition of the matter. Such
advances of expenses are permitted if the person furnishes to us a written statement of
his belief that he met the applicable standard of conduct required to permit such
indemnification. The person seeking such expense advances must also provide us with a
written agreement to repay such advances if it is determined the applicable standard of
conduct was not met. A determination must also be made that the facts known to us would
not preclude indemnification.
The statutory section cited above
further specifies that any provisions for indemnification of or advances for expenses to
directors which may be contained in our articles of incorporation and/or any restatements
thereof, bylaws, resolutions of our shareholders or directors, or in a contract (except
for insurance policies) shall be valid only to the extent such provisions are consistent
with the Colorado statutes and any limitations upon indemnification set forth in our
articles of incorporation or any restatement and/or amendment thereof.
The statutory provision cited above
also grants the power to us to purchase and maintain insurance policies which protect any
director, officer, employee, fiduciary or agent against any liability asserted against or
incurred by them in such capacity arising out of his status as such. Such policies may
provide for indemnification whether or not the corporation would otherwise have the power
to provide for it. No such policies providing protection against liabilities imposed under
the securities laws have been obtained by us.
ITEM 7.    
    EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8.    
    EXHIBITS.
Number Description
5.1     Opinion
of Hamilton & Lehrer, P.A.
23.1     Consent
of Hamilton & Lehrer, P.A. [contained in exhibit 5.1]
23.2     Consent
of Auditor
ITEM 9.    
    UNDERTAKINGS
1.    
          We hereby undertake:
(a)   To file, during any
period in which offers or sales are being made, a post-effective amendment to this
registration statement:
(i)  To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended
(the "Securities Act");
(ii)  To reflect in the
prospectus any facts or events arising after the effective date of the registration
statement (or the most recent post-effective amendment thereof) which, individually or in
the aggregate, represent a fundamental change in the information set forth in the
registration statement. Notwithstanding the foregoing, any increase or decrease in volume
of securities offered (if the total dollar value of securities offered would not exceed
that which was registered) and any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price
represent no more than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective registration
statement;
(iii)  To include any
material information with respect to the plan of distribution not previously disclosed in
the registration statement or any material change to such information in the registration
statement; provided, however, that paragraphs (a)(i) and (a)(ii) do not apply if the
information required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by us pursuant to
Section 13 or 15(d) of the Exchange Act that are incorporated by reference herein.
(b) That, for the purpose of
determining any liability under the Securities Act, each such post-effective amendment
shall be deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) To remove from registration
by means of a post-effective amendment any of the securities being registered which remain
unsold at the termination of the offering.
2.     We hereby
undertake that, for purposes of determining any liability under the Securities Act, each
filing of our annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the securities
offered therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
3.     Insofar as
indemnification for liabilities arising under the Securities Act may be permitted to
directors, officers and our controlling persons pursuant to the foregoing provisions, or
otherwise, we have been advised that in the opinion of the Commission such indemnification
is against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such liabilities
(other than the payment by us of expenses incurred or paid by a director, officer or
controlling person of us in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person in connection with the securities
being registered, we will, unless in the opinion of our counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction the
question whether such indemnification by us is against public policy as expressed in the
Securities Act and will be governed by the final adjudication of such issue
SIGNATURES
Pursuant to the requirements of the
Securities Act of 1933, as amended, we certify that we have reasonable grounds to believe
that we meet all of the requirements for filing on Form S-8 and have duly caused this
registration statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Salt Lake City, Utah, on October 26, 2007.
/s/
Terry C. Turner
Director and Principal
October 26, 2007
Terry C. Turner
Executive Officer
/s/
Harlan M. (Mac) Delozier
Director
October 26, 2007
Harlan M. (Mac) Delozier
/s/
Alvaro Riveros
Director
October 26 , 2007
Alvaro Riveros
/s/
Tracy A. Madsen
Corporate Secretary/Treasurer/Chief Financial Officer
October 26 , 2007
/s/Tracy A. Madsen
Principal Accounting Officer
EXHIBIT 5.1
Hamilton and Lehrer,
P.A.
101 Plaza Real
South, Suite 202
Boca Raton, Florida
33432
October 23, 2007
Golden Eagle
International, Inc.
9661 South 700 East
Salt Lake City, Utah 84070
(801) 619-9320
Ladies and Gentlemen:
You have requested our opinion with respect
to certain matters in connection with the filing by Golden Eagle International, Inc. (the
"Company") of a Registration Statement on Form S-8 (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission")
covering the offering of up to an aggregate of twenty million (20,000,000 shares of the
Company's common stock, $0.0001 par value, (the "Common Stock") issuable or
reserved for issuance pursuant to the Company's 2007 Employee and Consultant Stock
Compensation Plan adopted on October 8, 2007 (the "Plan").
In connection with this opinion, we
have examined the Registration Statement and the Company's Certificate of
Incorporation and Bylaws, each as amended, and such other documents, records,
certificates, memoranda and other instruments as we deem necessary as a basis for this
opinion. We have assumed the genuineness and authenticity of all documents submitted to us
as originals, the conformity to originals of all documents submitted to us as copies
thereof, and the due execution and delivery of all documents where due execution and
delivery are a prerequisite to the effectiveness thereof.
On the basis of the foregoing, and in
reliance thereon, we are of the opinion that the Shares, when sold and issued in
accordance with the Plan, the Registration Statement and the related prospectus, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this
opinion as an exhibit to the Registration Statement.
Very truly yours,
/s/ HAMILTON &
LEHRER, P.A
EXHIBIT 23.2
CONSENT OF INDEPENDENT REGISTERED
PUBLIC ACCOUNTING FIRM
We hereby consent to the incorporation by
reference in the Registration Statement (Form S-8) of Golden Eagle International, Inc. with respect to our report
dated March 9, 2007 on the financial statements included in the Annual Report (Form 10-K), for the fiscal years ended December 31, 2006
and 2005.
By: /s/ Chisholm, Bierwolf & Nilson
——————————————
Chisholm, Bierwolf & Nilson
Bountiful, Utah
October 23, 2007