<HTML>
<HEAD>
<TITLE></TITLE>
</HEAD>
<BODY>
<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A001></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SECURITIES AND EXCHANGE COMMISSION </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A002></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Washington, D.C. 20549 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A003></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>FORM S-8 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A004></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>REGISTRATION STATEMENT </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A005></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>UNDER </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A006></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>THE SECURITIES ACT OF
1933 </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A007></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>GOLDEN EAGLE
INTERNATIONAL, INC. </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Default" -->
<A NAME=A008></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Exact name of
Registrant as specified in charter) </FONT></P>



<TABLE BORDER="0" CELLPADDING="5" CELLSPACING="5" ALIGN="Center" 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></TR>
<TR VALIGN="BOTTOM">
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Colorado<BR>(State or other juristiction<BR>of incorporation or organization)</FONT></TD>
     <TD ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;84-1116515<BR>(I.R.S. Employer Identification No.)<BR>&nbsp;</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><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 ALIGN="LEFT"><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Herrick Lidstone, Esquire<BR> Burns Figa &amp; Will, PC<BR>6400 S. Fiddlersgren Circle<BR>Englewood, Colorado 80111<BR> (303) 796-2626</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD ALIGN="LEFT"><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 ALIGN="LEFT"><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>
</TABLE>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Workstation" -->
<A NAME=A009></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2005 Employee and
Consultant Stock Compensation Plan </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Minor Center-TNR" FSL="Default" -->
<A NAME=A010></A>
<P ALIGN=CENTER><FONT FACE="Times New Roman, Times, Serif" SIZE=2>(Full Titles of Plan) </FONT></P>


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



<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" ALIGN="Center" WIDTH="600">
<TR VALIGN="BOTTOM">
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH>
     <TH><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;</FONT></TH></TR>

<TR VALIGN="BOTTOM">
     <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>
<TR VALIGN="TOP">
     <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"><BR>30,000,000 (2)(3)</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>$0.017</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>$510,000</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2"><BR>$60.03
</FONT></TD></TR>
</TABLE>



<!-- 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;Represents
shares issuable pursuant to agreement(s) for services rendered or to be rendered. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>2. &nbsp;&nbsp;&nbsp;&nbsp;Represents
shares that may be acquired under the 2005 Employee and Consultant Stock Compensation
Plan ("Stock Award Plan"). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>3. &nbsp;&nbsp;&nbsp;&nbsp;This
Registration Statement shall also cover any additional shares of  Common Stock (the
"Common Stock") which become issuable under the Stock Award Plan (Exhibit 10.1) 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. </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>4. &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 31, 2005. </FONT></P>


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

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<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>

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

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II. &nbsp;&nbsp;
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;
 INCORPORATION OF DOCUMENTS BY REFERENCE </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4. &nbsp;&nbsp;&nbsp;
 DESCRIPTION OF SECURITIES </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5.&nbsp;&nbsp;&nbsp;&nbsp;
 INTERESTS OF NAMED EXPERTS AND COUNSEL </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 6.&nbsp;&nbsp;&nbsp;&nbsp;
 INDEMNIFICATION OF DIRECTORS AND OFFICERS </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;
 EXEMPTION FROM REGISTRATION CLAIMED </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>

<!-- 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>SIGNATURES&nbsp;&nbsp;&nbsp;&nbsp; </FONT></P>


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

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="ge_s8-nov0105exb51.htm">EXHIBIT 5.1</A>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                     &nbsp;&nbsp;&nbsp;&nbsp;OPINION OF HAMILTON, LEHRER &amp; DARGAN, 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><A HREF="ge_s8-nov0105exb101.htm">EXHIBIT 10.1</A>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                  &nbsp; 2005 EMPLOYEE AND CONSULTANT STOCK
                                             COMPENSATION PLAN </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2><A HREF="ge_s8-nov0105exb51.htm">EXHIBIT 23.1</A>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
                                  &nbsp;&nbsp;CONSENT OF HAMILTON, LEHRER &amp; DARGAN,
                          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><A HREF="ge_s8-nov0105indaud.htm">EXHIBIT 23.2</A>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&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>PART I.&nbsp;&nbsp;&nbsp;&nbsp;
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS  </FONT></P>

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

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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.   </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>


<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>PART II.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 3.&nbsp;&nbsp;&nbsp;&nbsp;
INCORPORATION OF DOCUMENTS BY REFERENCE </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Golden Eagle International, Inc. (
&#147;us&#148;, &#147;we&#148; or &#147;our&#148;) hereby incorporates 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>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>a.&nbsp;&nbsp;&nbsp;&nbsp;
          Our Annual Report on Form 10-KSB for the Fiscal Year Ended December 31, 2004
          filed on April 15, 2005 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>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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,
          2005 and June 30, 2005 filed on May 23, 2005 and August 17, 2005, respectively; </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>June 1, 2005 (filed June 3, 2004);<BR>
June 13, 2005 (filed June 15, 2005);<BR> July 7, 2005 (filed July 8, 2005);<BR> July 20, 2005
(filed July 26, 2005); and<BR> July 29, 2005 (filed July 29, 2005). </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>d.&nbsp;&nbsp;&nbsp;&nbsp;
          The description of our Common Stock is contained in Form 10-SB as filed with the
          Commission that &nbsp;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; and </FONT></P>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 4. DESCRIPTION OF SECURITIES  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Not applicable. </FONT></P>


<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 5. INTERESTS OF NAMED EXPERTS
AND COUNSEL  </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><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 6.&nbsp;&nbsp;&nbsp;&nbsp;
INDEMNIFICATION OF DIRECTORS AND OFFICERS </FONT></P>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation" -->
<A NAME=A011></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Bylaws</I> </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation" -->
<A NAME=A012></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2><I>Colorado Revised Statutes </I></FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<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>


<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>ITEM 7.&nbsp;&nbsp;&nbsp;&nbsp;
     EXEMPTION FROM REGISTRATION CLAIMED. </FONT></P>



<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A013></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>



<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Default" -->
<A NAME=A014></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>Number Description </FONT></P>



<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<P><FONT FACE="Times New Roman, Times, Serif" SIZE=2>5.1 &nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;        Opinion of Hamilton,
Lehrer &amp; Dargan, P.A. <BR>10.1   &nbsp;&nbsp;&nbsp;&nbsp;     2005 Employee and Consultant Stock Compensation Plan
<BR>23.1  &nbsp;&nbsp;&nbsp;&nbsp;      Consent of Hamilton, Lehrer &amp; Dargan, P.A. [contained in exhibit 5.1] <BR>23.2&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
       Consent of Auditor </FONT></P>



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


<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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: <BR>(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;); <BR>(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; <BR>(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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Workstation" -->
<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>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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>

<!-- MARKER FORMAT-SHEET="Para (List) Flush Lv 0- TNR" FSL="Workstation" -->
     <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>

<!-- MARKER FORMAT-SHEET="Head Left-TNR" FSL="Workstation" -->
<A NAME=A015></A>
<P ALIGN=LEFT><FONT FACE="Times New Roman, Times, Serif" SIZE=2>SIGNATURES </FONT></P>

<!-- MARKER FORMAT-SHEET="Para Flush Lv 0-TNR" FSL="Default" -->
<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 November 1, 2005. </FONT></P>





<TABLE BORDER="0" CELLPADDING="0" CELLSPACING="0" ALIGN="Center" 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">November 1, 2005</FONT></TD></TR>


<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&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">&nbsp;</FONT></TD></TR>
<TR VALIGN="BOTTOM">
     <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>H. Roy Shipes</U></FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">Chairman of the Board</FONT></TD>
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">November 1, 2005</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;H. Roy Shipes</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="BOTTOM">
     <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>Kevin K. Pfeffer</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">November 1, 2005</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Kevin K. Pfeffer, MBA</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="BOTTOM">
     <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">November 1, 2005</FONT></TD></TR>
<TR VALIGN="TOP">
     <TD><FONT FACE="Times New Roman, Times, Serif" SIZE="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Alvaro Riveros</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="BOTTOM">
     <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/Chief Financial Officer</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">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Tracy A. Madsen, MBA</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">November 1, 2005</FONT></TD></TR>

</TABLE>
</BODY>
</HTML>
[{"type": "S-8", "sequence": "1", "filename": "ge_s8-nov0105forms8.htm", "secsgml_size_bytes": 38567}]
{"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": "333-129483", "film-number": "051180352"}, "business-address": {"street1": "12401 SOUTH 450 EAST", "street2": "BLDG D1", "city": "SALT LAKE CITY", "state": "UT", "zip": "84020", "phone": "8016199320"}, "mail-address": {"street1": "12401 SOUTH 450 EAST", "street2": "BLDG D1", "city": "SALT LAKE CITY", "state": "UT", "zip": "84020"}, "former-company": {"former-conformed-name": "BENEFICIAL CAPITAL FINANCIAL SERVICES CORP", "date-changed": "19940329"}}
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 juristiction
of incorporation or organization)
84-1116515
(I.R.S. Employer Identification No.)
9661 South 700 East
Salt Lake City, Utah 84070
(801) 619-9320
Herrick Lidstone, Esquire
Burns Figa & Will, PC
6400 S. Fiddlersgren Circle
Englewood, Colorado 80111
(303) 796-2626
(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)
2005 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
30,000,000 (2)(3)
$0.017
$510,000
$60.03
1.     Represents
shares issuable pursuant to agreement(s) for services rendered or to be rendered.
2.     Represents
shares that may be acquired under the 2005 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 (Exhibit 10.1) 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.
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 31, 2005.
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 & DARGAN, P.A.
EXHIBIT 10.1
2005 EMPLOYEE AND CONSULTANT STOCK
                                             COMPENSATION PLAN
EXHIBIT 23.1
CONSENT OF HAMILTON, LEHRER & DARGAN,
                          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.
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
Golden Eagle International, Inc. (
"us", "we" or "our") hereby incorporates 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 Form 10-KSB for the Fiscal Year Ended December 31, 2004
          filed on April 15, 2005 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,
          2005 and June 30, 2005 filed on May 23, 2005 and August 17, 2005, respectively;
c.    
          Our Current Reports on Form 8-K reporting events of:
June 1, 2005 (filed June 3, 2004);
June 13, 2005 (filed June 15, 2005);
July 7, 2005 (filed July 8, 2005);
July 20, 2005
(filed July 26, 2005); and
July 29, 2005 (filed July 29, 2005).
d.    
          The description of our Common Stock is contained in 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; and
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
Not applicable.
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 & Dargan, P.A.
10.1            2005 Employee and Consultant Stock Compensation Plan
23.1            Consent of Hamilton, Lehrer & Dargan, 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 November 1, 2005.
/S/
Terry C. Turner
Director and Principal
November 1, 2005
Terry C. Turner
Executive Officer
/S/
H. Roy Shipes
Chairman of the Board
November 1, 2005
H. Roy Shipes
/S/
Kevin K. Pfeffer
Director
November 1, 2005
Kevin K. Pfeffer, MBA
/S/
Alvaro Riveros
Director
November 1, 2005
Alvaro Riveros
/S/
Tracy A. Madsen
Corporate Secretary/Chief Financial Officer
Tracy A. Madsen, MBA
Principal Accounting Officer
November 1, 2005