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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-K

(Mark One)

[ X] Annual report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for fiscal year ended

December 31, 2004

[      ] Transition report under Section 13 or 15(d) of the Securities Exchange Act of 1934 for the transition period from __________ to __________.

Commission file number 0-23726

GOLDEN EAGLE INTERNATIONAL, INC.

(Exact name of the Company as specified in its charter)

12401 South 450 East, Bldg. D1, Salt Lake City, Utah 84020
        (Address of principal executive offices) (Zip Code)

        The Company’s telephone number, including area code: (801) 619-9320

Securities registered pursuant to Section 12(g) of the Act:

$.0001 par value Common Stock
(Title of class)

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Company was required to file such reports), and (2) has been subject to the filing requirements for at least the past 90 days. [ X ] Yes [ ] No

Check if there is no disclosure of delinquent filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of the Company’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment thereto. [ ]

Indicate by checkmark whether the registrant is an accelerated filer (as defined in Exchange Act Rule 12b-2) Yes ___ No X

Aggregate market value of the voting stock held by non-affiliates of Golden Eagle International, Inc. as of the last business day of the registrant's most recently completed second fiscal quarter (June 30, 2004): was approximately $31,825,395. this estimate is based on the last sale price per share ($.088 on June 30, 2004 and 361,652,222 shares estimated to be held by non-affiliates. Total free trading shares as of December 31, 2004 was 242,082,391 shares.

At December 31, 2004 there were 565,861,903 shares of common stock outstanding. At March 15, 2005 there were 624,439,672 shares of common stock outstanding.

The following documents are incorporated hereunder by reference: (1) Any annual report to security holders — None; (2) Any proxy or information statement — None; (3) Any prospectus filed pursuant to Rule 424(b) or (c) under the Securities Act of 1933 — None.

TABLE OF CONTENTS

PART I

PART II

PART III

PART IV

PART 1

Item 1. Business development

(a) General

        Golden Eagle International, Inc., was formed as a Colorado corporation on July 21, 1988. At incorporation, our name was Beneficial Capital Financial Services Corp. We changed our name to Golden Eagle International, Inc., on February 2, 1995. We are engaged in operations in the minerals industry in Bolivia through one wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia). In the past, we operated through two other majority-owned subsidiaries which are now inactive. When we use the term “we” or “our” in this report, or similar words, we mean Golden Eagle International, Inc. and its wholly owned subsidiaries (after 2001) and our majority owned subsidiaries (before 2002). Our subsidiaries are:

        Affiliated and unaffiliated persons own the remaining equity interest in the GEBM and EMB subsidiaries as described below in “Certain Relationships and Related Party Transactions.” These interests are no longer material to us.

        We have acquired numerous mineral prospects in Bolivia as generally described in the following table showing their status at December 31, 2004 and as more fully described in Item 2, Properties, below:

        None of our prospects are currently in the production stage because of the cessation of our production operations on our Cangalli property in June 2004 resulting from a local farmers’ strike and certain legal issues (not involving Golden Eagle) as discussed below. Certain of our prospects are in the development and exploration stages. And we have announced gold and copper proven and probable reserves on small portions of our landholdings.

        The mining industry uses weights and measures that are not commonly used in the United States, including grams, troy ounces, and metric tonnes, and we will use these measures throughout this report. All references to “ounces” will be to troy ounces whether or not so specified; all references to tonnes will be to metric tonnes, whether or not so specified. The following chart explains the relationship of these measures, and relates them to the weights commonly used in the United States.

        As noted throughout this report, the future conduct of our business and our response to issues raised by third parties are dependent upon a number of factors, and there can be no assurance that we will be able to conduct our operations as contemplated. Certain statements contained in this report using the terms “will,” “may,” “expects to,” “believes,” “projects,” or “estimates,” and other terms denoting future possibilities, are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. The accuracy of these statements cannot be guaranteed as they are subject to a variety of risks that are beyond our ability to predict or control and that may cause actual results to differ materially from the projections or estimates that are contained in this report. These risks include, but are not limited to, the risks described in this report under Risk Factors, and the other risks associated with start-up mineral exploration operations in developing countries. Certain of our previous projections have proven to be incorrect, and in some cases materially so. It is important that each person reviewing this report understands the significant risks attendant to our operations. We disclaim any obligation to update any forward-looking statement made herein.

(b) Financial information about industry segments

        We are only involved in a single industry segment – the exploration for, development of, and mining of minerals in Bolivia. As all of our mineral prospects are in Bolivia, see Item 1(d) for information regarding our industry segment.

(c) Narrative description of business

(c)(1) Principal products

        We have produced only a single product – gold metal, which we extracted from our Cangalli mining claims from September 2002 through June 2004 as described below (although we produced small quantities of gold prior to September 2002 through our exploration efforts). Our only revenues from operations derived from the sale of the gold.

        Also as described below, we have announced that our Buen Futuro prospect has copper and gold reserves, although we have not started production of any gold or copper from our Buen Futuro prospect.

Gold

Gold Sales. We sold 3,510 ounces of gold in 2004 valued at $1,322,057. We executed gold sales both in the Bolivian market and on the international market. Gold was sold primarily as gold concentrates in La Paz to be used in the Bolivian jewelry manufacturing industry.

Gold Uses. Gold has two main categories of use—product fabrication and investment. Fabricated gold has a variety of end uses, including jewelry, electronics, dentistry, industrial and decorative uses, medals, medallions and official coins. Gold investors buy gold bullion, official coins and high-karat jewelry, in addition to stocks in companies exploring for and producing gold and other precious metals, such as Golden Eagle.

Gold Price. The following table presents the annual high, low and average afternoon fixing prices over the past ten years, expressed in U.S. dollars, for gold per troy ounce on the London Metals Exchange:

Source of Data: Kitco and Reuters.

On April 11, 2005, the afternoon fixing price for gold on the London Metals Exchange was $427.30 per ounce.

Copper

Copper Production.

To date, we have not produced any copper. However, on February 24, 2004, we estimated copper reserves on our Buen Futuro prospect and we have restated the reserves in this report under Item 2, Properties.

The volatility of the copper market is illustrated by the following table, which shows the dollar per pound equivalent of the high, low and average prices of high-grade copper on the London Metal Exchange and Comex in each of the last ten years.

Source of Data: London Metal Exchange and COMEX

On April 11, 2005, the closing spot price of high-grade copper on the London Metal Exchange was equivalent to $1.58 per pound.

Activities at our Cangalli claims to generate production.

        The following table sets forth our gold production history from our Cangalli claims, our only source of revenues to date:

        Gold inventory is stated on the balance sheet at the lower of average cost or net realizable value. On December 31, 2004 we held no gold in inventory.

        Gold production from our Cangalli claims ceased in June 2004 because of a local farmers’ strike and then because of legal issues not associated with Golden Eagle. While we cannot guarantee that we will be able to reinitiate production from our Cangalli claims, we believe that at some point in the future we will be able to resolve this issue with the other unrelated parties, including the Bolivian regulating authorities and the United Cangalli Gold Mining Cooperative, Ltd. (“UCL”), a Bolivian cooperative from whom we purchased the Cangalli claims in 2002.

        Our ability to achieve maximum production and generate a positive cash flow is subject to a number of risks, certain of which are addressed below in the “Risk Factors” section of this report. Our ability to use our capital stock and other securities to raise working capital and to pay our indebtedness is subject to extensive federal and state regulation. Although we have exerted our best efforts to comply with all applicable regulations, there can be no assurances we have been able to do so. To the extent there may be any non-compliance we may incur certain liabilities. No such claims have, to our knowledge, been asserted to date.

(c)(2)     Status of products and segments.

        As described above, our principal products are gold and copper. As of the date of this report, we are not engaged in any production operations of gold from our Tipuani-Cangalli prospects or gold and copper from our claims in the Precambrian Shield. Our plans for recommencing operations at our Cangalli claims and for operations at our Buen Futuro prospect are described in more detail in Item 2 – Properties, below.

(c)(3)     The sources and availability of raw materials.

        As of December 31, 2004 we required no significant raw materials. When we have conducted mining operations in Bolivia in the past, those operations have required significant quantities of mining equipment and supplies. Such items are often in short supply and deliveries are occasionally impeded by severe weather, political strife, such as road blockades by the Bolivian Central Workers Union, the National Farmers Organization, or other organized groups, and primitive road conditions. Nevertheless, to date, we were always able to meet our requirements. If we are able to bring our Buen Futuro operation online we will require a large amount of electrical power and certain chemicals, which we will need to source in the region and which may be in short supply.

(c)(4)     Importance and duration of patents.

        We have no patents, trademarks, licenses, franchises or concessions that are material to our business except for our rights to own and mine from our mineral properties. These rights are more extensively described in Item 2 – Properties, below.

(c)(5) Seasonality of our business.

        The Bolivian climate is occasionally harsh in our work areas, often depending on the rainy season’s length and severity. Although internal transportation within Bolivia is generally good, access to our properties may become difficult during short periods during the rainy season (generally November-March). During this period, production can be more difficult, and access to the properties may be limited. The impact of rains should lessen as we move to our Buen Futuro operation, which is located on ground that is significantly flatter than the areas in which we have operated at Cangalli. This terrain will be less impacted by the weather in the region.

(c)(6)     Our practices relating to working capital items.

        Our practices relating to working capital items differ from the mineral industry primarily because we have incurred working capital and cash-flow shortages for our entire operational history. We are not, however, required to carry any specific amounts of inventory to meet customer demands and we do not provide extended payment terms when we have sold our gold to third parties.

(c)(7)     Dependence on one or a few major customers.

        When our Cangalli claim was in production, gold was our primary product. Should we be able to bring any of our Precambrian prospects into production, we expect to produce copper also. There is a large market for both gold and copper within Bolivia and internationally. Consequently, we have not been, and do not expect to be, dependent on a few major customers.

(c)(8) Backlog orders.

        Our business does not require purchase orders from customers and, therefore, we have no backlog. There is a ready spot-market for gold production.

(c)(9)     Material portion of business that may be subject to renegotiation of profits or termination of contracts at the election of the government.

        This section is not applicable to our business because no part of our business is subject to renegotiation of contracts at the election of the government of the United States or Bolivia.

(c)(10) Competitive conditions.

        Golden Eagle is a small participant among the firms that engage in the gold and copper mining industry. Many of our competitors are companies with significantly greater financial and personnel resources, as well as technical expertise, than we have. Our combined financial resources and management experience of our officers and directors are limited and we have encountered, and will continue to encounter, substantial competitive disadvantages compared to our competitors.

(c)(11)     Research and development expenditures.

        We have not and do not intend to engage in any research and development activities except for the exploration and development of our mining properties as described above.

(c)(12)     Effect of compliance with federal, state, and local provisions for the protection of the environment.

        We are not engaged in significant operations within the United States and, therefore, have no material compliance obligations with respect to federal, state, and local provisions enacted in the United States for the protection of the environment.

        In Bolivia we do engage in an industry that is historically subject to extensive, time consuming, and expensive compliance with environmental law. There is, and can be, no assurance that we, with our small financial resources and limited personnel, will be able to comply with such environmental laws and yet be able to operate in a commercially profitable manner. To date we believe that we have complied with all environmental laws and we strive to be as friendly to the environment as possible and in many cases we leave the landscape and rivers in a better condition than was present when we began operations.

        Some activities in which we are engaged do require permitting, such as the harvesting of lumber for mine timbers and the transport of explosives. We have all permits required for these activities.

        We are also required to have environmental permits to mine, process ore and create mine waste impoundments. From September 30, 2002 through March 2003, we mined in Cangalli on the basis of conditional use permits. In March 2003, we received our permanent environmental permits. We are required to provide the Bolivian Vice Ministry of the Environment and Natural Resources with ongoing information regarding the environmental impact of our operations as they continue into the future. Our ability to continue our mining activities depends on our compliance with Bolivian law and with the conditions of our environmental permitting.

        As indicated above, we do currently have our permanent environmental permits for operations at Cangalli, Bolivia, and we intend to maintain those permits in good standing during the current shut-down. In addition, we have retained an engineering firm to monitor our subsidiary’s compliance with environmental laws in Bolivia and to produce any necessary reporting and filing.

        As part of our process to commence gold and copper mining operations at Buen Futuro, we are currently obtaining the necessary environmental permits to commence operations. There is no guarantee that we will be able to obtain the necessary permits required to commence mining and milling operations at Buen Futuro, however we believe that we will be able to obtain those permits.

(c)(13) Employees.

        At December 31, 2004, we directly employed 26 full-time employees in our head offices in Salt Lake City, Utah, our administrative offices in La Paz, Bolivia and Santa Cruz Bolivia, our administrative field offices in Cangalli, Bolivia, and our mine and plant in Cangalli, Bolivia. As a result of the shut down at Cangalli, we were forced to lay off all of our production workers at the Cangalli mine site, however, we continue to employ 12 individuals at Cangalli which are primarily employed for security, maintenance and hospital services.

(d) Financial information about geographic areas

        We operate in two geographic areas – the United States and Bolivia. The financial information about our geographic areas as required by Item 101(d) of Regulation S-K is as follows:

        The following sets forth certain information regarding Golden Eagle’s results of operations for Golden Eagle’s Bolivian subsidiary as of December 31, 2004 compared with the same period in 2003.

This data only represents our Bolivian subsidiary’s activities. For complete financial information see Item 7., Management’s Discussion and Analysis of Financial Condition and Results of Operations

        Fully 100% of our revenue was generated by our Bolivian subsidiary. Revenue, production costs and production taxes are exactly the same for our Bolivian subsidiary as they are in our consolidated statement of operations. Exploration and development costs in our subsidiary are significantly less than those reflected in our consolidated statement of operations since the United States parent corporation pays most of our exploration and development costs in common stock to consultants. These costs are attributable to the United States parent.

        Exploration and development costs decreased in the subsidiary to $62,061 in 2004 from $200,000 in 2003. The decrease in 2004, is the result of carrying the majority of exploration costs on the US corporate books as stock was issued for services as well as the decrease in exploration and development at Cangalli as a result of the shut down.

        General and administrative costs in our Bolivian subsidiary declined to $454,722 in 2004 from $539,913 in 2003. This decrease was the result of tighter cost controls and the reduction of staff following the shut down of our Cangalli operation. Depreciation and depletion increased to $251,172 in 2004 from $138,423 in 2003. The increase was due to additional mine equipment purchased during 2003 and 2004 which began being depreciated during the year.

        During 2004 we recognized a $322,404 impairment on the capitalized improvements of the Cangalli mine. We impaired substantially all of the mine development costs previously capitalized when the Cangalli mine was classified as a production property. As of March 25, 2005, we have been shut down at Cangalli for nine months. Based on our inspection, during the period the Cangalli mine has been shut down, some of the internal mine improvements appear to be deteriorating and may require additional funds to bring them back up to standard. Since we have no definitive time period at which we may recommence operations, we determined that we should impair the mine improvements. As a result, we continue to show these improvements as an asset on our books, however we have also booked a corresponding impairment which results in a net asset value of $-0- on our books. The subsidiary net loss increased to $898,907 in 2004 compared to $687,908 in 2003. The increase in the net loss was due to the cessation of operations at Cangalli and the corresponding impairment as described above. Without the impairment, the net loss would have decreased to $576,503 during 2004.

        The following sets forth certain information regarding Golden Eagle’s results of operations for Golden Eagle’s United States corporate activities as of December 31, 2004, compared with the same period in 2003.

This data only represent the U.S. Corporate activities. For complete financial information see Item 7, Management’s Discussion and Analysis of Financial Condition and Results of Operations.

(e) Available information.

        Not applicable, inasmuch as this is not included in a registration statement under the Securities Act and we are not an accelerated filer.

(f) Reports to security holders.

        Not applicable, inasmuch as this is not included in a registration statement under the Securities Act.

(g)     Enforceability of civil liabilities against foreign persons.

        Not applicable, inasmuch as this is not included in a registration statement under the Securities Act and we are not a foreign private issuer.

Item 2. Our properties

        As described in Item 1, Business Development, above, we own mineral prospects in Bolivia that we believe are prospectively valuable for mineral operations. These include:

        The Tipuani-Cangalli prospects (discussed in paragraphs (a) and (b), below), and

        The Precambrian Shield properties (discussed in paragraphs (d), (e) and (f), below.

(a) The Cangalli claims.

        In October 1995, we began reviewing potential mining opportunities in Bolivia. Thereafter, we conducted a site visit to the Tipuani Gold Mining District (approximately 62 miles north of the Bolivian capital of La Paz). Our representatives traveled to the town of Cangalli, approximately two kilometers down river from the town of Tipuani, a well-known gold mining center in Bolivia. We hired an independent geologist to evaluate the Cangalli area. This geologist reported that the area merited further study and was highly prospective for sizeable gold deposits.

(i)     Contract for exploration and mining on the Cangalli properties.

        Based on this favorable report, along with other pre-existing reports on the Tipuani/Cangalli area, in January 1996 (through one of our now-inactive subsidiaries) we entered into an agreement with United Cangalli Gold Mining Cooperative, Ltd. (“UCL”), a Bolivian cooperative consisting of 118 members. We operated under this contract from the date of its signing through July 2, 2002.

(ii)     Purchase of the Cangalli properties from UCL.

        On July 2, 2002, we purchased 100% of all right, title and interest in and to the mining concessions comprising the Cangalli claims. We actually ended up purchasing 5,125 acres. This purchase completely freed our Cangalli properties from any royalty whatsoever. We paid $300,000 in cash, 3,944,500 shares of Golden Eagle’s restricted common stock valued at $0.10 per share, and assumed $175,000 of UCL’s existing debt payable by us over the course of 4 years. The UCL debt has now been paid down to $77,359. These shares were issued for investment purposes to persons who were neither citizens nor residents of the United States pursuant to exemptions from registration found in Section 4(2) of the Securities Act of 1933 and Regulation S.

        We also agreed in a separate lease agreement to lease the use of the 1,000-foot deep Cangalli shaft back to the UCL for a period of 99 years, with a 10% gross royalty on gold production back to Golden Eagle, so that the UCL members not working for us could remain involved in gold mining in their own community.

        The UCL leadership distributed 35,000 shares of our common stock to each UCL member. This distribution was accomplished pursuant to the provisions of Regulation S. During 2003, we issued the UCL an additional 133,000 shares of Golden Eagle stock valued at $22,610 to satisfy additional claims.

        Golden Eagle paid one-time transfer taxes of $9,000 in the purchase. We also pay $2,075 per year to the Bolivian government in mining patent (concession) fees. Pursuant to the Bolivian Mining Code, these annual government claims fees are our only obligation to be able to maintain our rights over the Cangalli claims in perpetuity.

(iii) Production from our Cangalli mine

         We received an investment of $1.3 million in early 2002 to initiate a 1,000 tonne per day plant and to build out our interior mine infrastructure. On September 30, 2002, we commenced operations at our Cangalli gold mine at the rate of 1,000 tonnes per day from our open pit operation. By November, we had increased our production capacity to 2,000 tonnes per day. By the end of the fourth quarter, December 31, 2002, we had processed 92,700 tonnes of ore, and had recovered 43,847 grams, or 1,410 troy ounces, of gold.

        On February 10, 2003, we announced the conversion from our open pit operations to more cost-effective underground block caving from our interior mine while maintaining a production capacity of 2,000 tonnes per day.

        During the second quarter of 2003, we received the necessary funding in the amount of approximately $600,000 to expand our production capacity from 2,000 tonnes per day to 3,500 tonnes per day. In July 2003, we completed construction of our 3,500 tonne per day plant and began processing material at an increased rate. We had projected that once we had reached 3,500 tonnes per day on a sustained basis, our Cangalli gold operation would reach and surpass the break even point, and would enter into a sustained positive cash flow. While we reached full capacity of 3,500 tonnes per day on a limited basis, we were unable to continue to produce at that level as a result of weather delays during the fourth quarter of 2003. We also encountered a phenomenon in the cemented conglomerate above the draw points in our block caving known as “doming” in which the ore would form large domes and cease to flow evenly to the draw points for extraction.

        During the fourth quarter of 2003, we employed many different blasting techniques in an attempt to solve the issues involved with doming. However, due to the danger associated with the potential collapse of the domed areas while miners were working within them and because our studies have shown that the bedded paystreaks in the paleo-placer conglomerate deposits contain a higher gold grade per tonne of ore, we elected to focus our attention on the development of a more targeted mine plan.

        During the first two quarters of 2004 we implemented a mining technique known as targeted planar subsidence (TPS), in which the paystreaks were mined along their plane. Initially, this mining took place along a 25-meter work face, and as the work face advances, the roof behind was allowed to collapse, or subside, in a controlled manner similar to longwalling now being used in the coal industry. The average grade resulting from the paystreak sampling program that resulted in our estimate of proven and probable reserves in our Cangalli underground mine was 3.73 grams of gold per tonne, which is almost exactly 10 times higher than the average grade that has historically been recovered in Golden Eagle’s plant. We anticipated that if we were able to achieve a higher grade, we would be able to reduce our cost-per-ounce in production. During the first two quarters of 2004, we experienced a shakeout period on TPS production and we consistently achieved grades in the range of 3 grams per tonne. We made significant progress in developing this mining method and steadily increased TPS production. Our gold production at our Cangalli mine increased by nearly 11% from the first quarter 2004 to the second quarter 2004 as a result of the increase in our recovered grade from TPS mining.

        On June 25, 2004, we announced we had temporarily ceased mining operations at our Cangalli mine and plant as a result of road blockades by local citizens protesting various government policies in Caranavi, Bolivia, a town half way between La Paz and our Cangalli mine. The roadblocks prevented the delivery of needed supplies and materials to the mine for operations. The same blockade, approximately 80 miles from Cangalli, also hampered operations of the power sub-station in Guanay, Bolivia. This sub-station provides electricity to Golden Eagle’s Cangalli operation, and the power failures halted all mining and processing activities.

        Before the strike issues were settled, during June 2004, we also ceased gold mining operations at our Cangalli property as a result of issues that arose among the United Cangalli Gold Mining Cooperative, Ltd. (UCL), which had sold us a 5,000-acre mining concession, and FENCOMIN, the Bolivian governmental regulator of cooperatives, as well as other Bolivian regulators. The legal issues involving the UCL had nothing whatsoever to do with Golden Eagle. The most pressing legal dispute between UCL and the Bolivian governmental regulators involved the UCL’s mandatory contributions to the National Mining Pension Fund that were in arrears and the failure of the UCL to observe legal formalities regarding its formation, registration and ongoing operation. These legal disputes, while having nothing to do with Golden Eagle, created an insecure atmosphere at our Cangalli gold mine and raised serious questions about whether formal intervention would occur and substantially hamper operations.

        Although the issues surrounding the local farmers’ strike have been settled, the issues relating to the UCL continue to be a threat to our ability to continue mining operations on our Cangalli claim. We are taking legal action to clarify the situation and quiet our title to the Cangalli claim. We are also asking the Court for a declaratory judgment definitively establishing our right to operate on the Cangalli property claim unencumbered. To date, no court in Bolivia has ruled on these issues.

(iv) Efforts to obtain additional production

        Because of the cessation of operations at our Cangalli claim and the availability of equipment while the related issues were being resolved, in September 2004 we entered into a joint venture agreement with an unaffiliated, neighboring landowner to produce gold from its claims. Although we announced the commencement of production operations in October 2004, these operations did not prove to be cost-effective as a result of the high cost of diesel fuel in the region, so we ceased our participation in these operations. Since production costs exceeded revenue and since we were entitled to 50% of the net revenue after costs we did not book any revenue from the joint venture during 2004.

        In October 2004, we also announced plans to accelerate our efforts to obtain production from a site identified in the Tipuani prospect (described below). Because of our working capital shortages, we have not been able to make any significant progress toward this goal.

        On February 24, 2004, we announced that we had estimated proven and probable gold reserves on our Cangalli mining claims located in the Tipuani Gold District of western Bolivia. Those reserves were estimated in a report (the “reserve report”) dated February 2004, by Carlos Thompson, Reg. Eng., an independent economic geologist and consultant, as well as Giovanni Viscarra, Reg. Eng., a geologist and Golden Eagle’s Cangalli mine superintendent. During March 2005, Mr. Viscarra reviewed and reconfirmed the original findings in the February 2004 reserve report. The report states that the reserves were estimated in accordance with Industry Guide 7 of the Securities and Exchange Commission’s Guides for the Preparation of Registration Statements and with the Society for Mining, Metallurgy and Exploration’s “Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves” dated March 1, 1999. In preparing the reserve report and estimated mineral reserves, Mr. Thompson was acting as a consultant to Golden Eagle, and Mr. Viscarra was acting as an employee of Golden Eagle’s operating subsidiary. Messrs. Thompson and Viscarra have consented to the public release of the information contained in this Form 10-K and the accompanying financial statements.

        We have continued to report reserves for the Cangalli claims notwithstanding the current cessation of production because we believe that it is likely that we will be able to recommence production in the future. In addition, we believe that the Cangalli proven and probable reserves are still economically and legally extractable. By “legally extractable” we mean that we own the underlying mining concessions at the Cangalli mine free and clear, in addition to which we have all necessary and legal environmental permits, all of which would legally entitle us to mine. Our current decision regarding the cessation of production is based on post-extraction considerations that have to do with the possibility of the encumbrance of gold once produced that would make it difficult to meet our production-related obligations. If we are not able to recommence production operations within a reasonable period, then the reserves reported for Cangalli claims may be considered valueless because they will not be mineable in the social and political context existing in Bolivia, or due to complications related to the UCL’s legal problems that are unrelated to us, but which nevertheless continue to affect us significantly. As a result,this circumstance may require future further impairment. Furthermore, the reserve report was prepared at a time when the mine was in production and economic circumstances were different than they are presently. Because the mine has been closed for more than nine months at the present time, we will incur a significant amount of additional costs to reopen the mine, and consideration of these costs may adversely impact the economics of production and the reserve report. In addition, during the period and subsequent to the year-end, the cost of diesel fuel and other operating costs have increased, resulting in the discontinuation of our joint venture operation. These cost increases, while somewhat offset by significant increases in the international price for gold, may also impact any future operations at our Cangalli claim. Nevertheless, we have determined that it is appropriate to continue to report reserves for the Cangalli claims based on all of the facts and circumstances considered above. We have also received the opinion of Bolivian counsel that there is an 80% probability that the Cangalli mine can return to full production within the next 5 years. This probability, of course, is linked to the outcome of the litigation discussed above. As with all litigation, we cannot assure the outcome will be positive for Golden Eagle.

        As stated above, during March 2005, the co-author of the reserve report reviewed the report and the current situation at Cangalli and reconfirmed his estimations, less the production during 2004, as is indicated in the following charts:

        Gold reserves

As used in the preceding table,

        Golden Eagle’s Cangalli mining concessions in the Tipuani Gold District Cangalli claims are found in the middle of a geological formation known as the Apollo-Caranavi Trench in a valley formed by the Tipuani River and its tributaries. The bedrock is undifferentiated Ordovician shales, covered by the Cangalli formation of conglomerates of the Late Tertiary age. Since the Quaternary, the Tipuani River has been creating its present course, mainly by cutting the conglomerates and re-concentrating the gold found in those conglomerates.

        The stated scope of the reserve report was to report on a sampling program carried out over the course of three months at the end of 2003, and during the month of January 2004, on a 3.68-hectare (9.1 acre) recent Quaternary alluvial terrace deposited by the Tipuani River. This sampling program took place in the current open pit, and the surrounding undisturbed area, in which Golden Eagle is now mining.

        The reserve report also reported on a sampling program in outcropping pay streaks, or horizontal bedded layers within the cemented conglomerate. These gold bearing pay streaks, or horizontal beds, also were sampled in Golden Eagle’s underground mine which penetrates over 330 meters (1,086 feet) into the conglomerate material at our Cueva Playa the site of our Cangalli mine. When it was operating, this underground mine contributed ore to our Cueva Playa gold recovery plant through a mining method known as conal subsidence block caving. This mining technique opens draw points under the conglomerate and allows the ore to cave, or subside, to the draw points for extraction and processing. Our studies have shown that the bedded pay streaks contain a higher gold grade per tonne of ore, we have elected to focus our attention on the development of a more targeted mine plan. Based on the reserve report and assuming (without assurance) that the legal issues are resolved so that we can recommence operations on our Cangalli claim, Golden Eagle proposes to continue to develop the proven and probable open pit reserves. While our initial goal will be to mine ore in its ongoing operation, mining at a rate of 3,000 tonnes per day, we cannot offer any assurance as to the costs or period of time that will be necessary before we will be able to do so, if at all.

        The reserve report discussed here is based on a number of assumptions, and its conclusions are sensitive to the world market for gold. According to the reserve report, the authors assumed a gold price per troy ounce of $360 based on a two-year historical average price. That price is less than the current price at the time of the filing of this report of approximately $440 per troy ounce of gold.

        Among the other assumptions set forth in the reserve report is the fact that the geological and economic cutoff grades for gold is set at 0.2 grams per tonne in the open pit, and 0.66 grams per tonne in the underground mine, which are very sensitive to the price of gold. The report also assumes continued political and labor stability in Bolivia and the Cangalli area.

    (b)        The Tipuani prospect.

        In November 1999 and October 2000, we acquired four mining claims in the Tipuani Gold Mining District, surrounding our Cangalli claims, 62 miles north of La Paz, Bolivia, with a total acreage of approximately 69,000 acres. Our geological reconnaissance studies indicated that these properties were highly prospective for gold deposits similar to that found on the Cangalli Properties. In exchange we committed to pay to the Bolivian government annual fees of $27,825. Pursuant to the Bolivian Mining Code, these annual government claims fees are our only obligation to be able to maintain our rights over these properties in perpetuity.

        During 2004, Golden Eagle announced that as a result of geological reconnaissance work further identifying and mapping the gold bearing conglomerate material in the paleochannel of the ancient Tipuani River basin, we reduced our landholdings in the Tipuani properties from 74,000 acres (116 square miles) to 49,900 acres (78 square miles). As a result of this reduction, we reduced our obligation to pay concession patent fees, and we now have a more focused approach to its exploration activities in the pay streaks in the paleochannel found on its gold concessions in the area. We do not believe that the reduction in acreage resulted in the loss of any valuable mineralized area.

        At December 31, 2004, we also owned 44,900 acres in the Tipuani prospect (not including the 5,000-acre Cangalli claim) covering an 18-mile section of the ancient paleo-channel of the Tipuani River system. This area is not affected by the dispute between the UCL and the Bolivian government and we are investigating the possibility of moving our recovery plant to an alternate site on our property. If we were to abandon our current mine site, we may have to write off certain mining claims and development costs. Should we ever be able to resume mining on the 5,000-acre Cangalli claim, we will incur substantial startup costs the funding for which we do not currently have.

(c)     History of the Cangalli and the Tipuani Gold Mining District of Bolivia

        Gold mining in the Tipuani Gold Mining District, in which the Cangalli and Tipuani properties are found, can be traced back to pre-Inca times (1000 to 1500 A.D.). During the Inca dominion, natives worked gold placers in the Tipuani River and her tributary rivers, the Ancoma and Yani, and also in the gold-bearing quartz veins of the Cordillera (in the high Andes Mountains).

        Early Spanish historians recorded that the province of Larecaja, in which the Tipuani Gold Mining District is located, contributed about 126 kg of gold per year to the Inca Emperor at Illabaya. For this and other purposes, the Incan natives constructed a network of roads in Bolivia and Peru, some of which are still in use today.

        During the Spanish rule, after the “Conquest,” the Indians stopped all mining. They destroyed roads, blocked entrances to the mines, and established a death penalty for those disclosing to the conquerors the whereabouts of any mining centers.

        After many hardships and loss of life, the Spaniards re-started their mining attempts from 1562 to 1566 at Roman Playa on the Tipuani River. Great amounts of gold were produced. The use of iron tools and gunpowder for mining was inaugurated about 1571. In 1602, the Spaniards reached the site where the town of Tipuani now stands (2 km upriver from Cangalli). For the first time, they met Portuguese expeditions in search of gold advancing up the Amazon tributaries from Brazil. During the years thereafter, several pitched battles were waged over these goldfields between the Spanish and Portuguese, and one was fought on the current site of the Cangalli Township. In 1620, workers were imported from Brazil into the Bolivian goldfields as large fortunes were being made with great success. In 1780, the revolt of mitayos, or slave workers, stopped the mining in the area for a few years.

        In 1782, a miner named Rodriguez and the two Novos brothers successfully worked the Tipuani River terraces. Andres Coll and Idelfonso Villamil Blanco, and their descendants, worked in the area until 1867. Villamil was the first to exploit the rich lower terraces and river gravels below water level. Also during this period, several foreign-based companies arrived from Great Britain, the United States, Germany, and other countries.

        At the beginning of the 20th century, the Bolivian Gold Exploration Company (BOLGO) introduced the first methods of mechanized work. Acting as a modern large enterprise, BOLGO leased its large concessions to the Companie Aramayo de Mines en Bolivia in 1932, which in turn spent a lot of time, money and energy to efficiently mine the gold deposits in their concessions. They were the first to sink deep shafts into the Cangalli conglomerate to work the terraces in Unutuluni, some 15 km (9 mi) upriver from the town of Tipuani.

        In 1952, the Bolivian government nationalized all of the BOLGO and Aramayo concessions. The government administered these properties through the Bolivian Miners’ Bank, which leased them to the Federation of Mining Cooperatives. This group preferred to work the river gravels using small vertical shafts and adits to make contact with the bedrock, even beneath the river itself. Some of the upper terraces were also worked by the cooperatives by booming and sluicing when sufficient water was available.

        In 1956, a North American company, South American Placers, Inc. (“SAPI”), obtained large concessions in the lower Tipuani, Challana, Mapiri, Coroico, and Kaka Rivers. It began dredging at Teoponte on the Kaka River in 1959, and continued working successfully for nearly 30 years. This SAPI dredge set records for gold production for day, month and year during its active work period at the mouth of the Tipuani River. In the 1960‘s, the Tidewater Co. and Condor Mining, Inc. entered the same areas with some success.

Due to the perceived near-exhaustion of the best-known deposits of river gravels, many people have abandoned the Tipuani area. Lately, others have been trying to work the remaining river areas and terraces, while making some technical improvements such as deeper shafts and better underground workings. Historical sources have estimated that the total production of gold from the Tipuani District may reach figures close to 200 tonnes of gold for each of the 16th, 17th, and 18th centuries. It was near 200 tonnes for the 19th century and about 500 tonnes for the 20th century. For its known history of almost 1,000 years of mining, according to these historical sources, the Tipuani District may have produced no less than 1,000 metric tonnes of gold, or more than 32 million troy ounces. Based on information from Aramayo Company records from the 1930s and 1940s, the ore grades mined were usually very high, from a few grams to many troy ounces of gold per tonne.

(d) The Precambrian prospect.

In June of 2001, we acquired four mining claims in Bolivia’s Precambrian Shield with a total acreage of approximately 125,000 acres, as well as the existing reports on the area, for 10 million shares of our common restricted stock valued at $300,000 ($0.03 per share). These shares were issued to persons who were not United States citizens or residents for investment purposes pursuant to exemptions from registration found in Section 4(2) of the Securities Act of 1933, and Regulation S. The size of our holding in the Precambrian Shield of Bolivia has decreased and increased as we have reduced the size of our concessions with the Bolivian government, and as we have acquired new prospects.

        We pay $54,600 per year to the Bolivian government in mining patent fees for our Precambrian Prospect. Pursuant to the Bolivian Mining Code, these annual government claims fees are our only obligation we have to be able to maintain our rights over these properties in perpetuity.

        Our geologists explored these prospects and found them to be highly prospective for extensive near surface gold mineralization and deeper mineralized volcanogenic massive sulphides (“VMS”) systems containing gold and copper.

(e) Buen Futuro claim

(i) Acquisition

        Golden Eagle purchased the Buen Futuro claim from Celia Calla de Arraya, a Bolivian, and her son-in-law, Dr. Michael H. Biste, a geologist who has worked extensively in the area, in June 2003. We amended the contract in December 2003 and March 2005. The terms of the acquisition included a 3% net smelter return, payments of $50,000 cash and shares of restricted Golden Eagle common stock valued at $75,000, and a promise to make the following additional payments:

        We have negotiated an extension regarding the March 2005 payment, agreeing to pay an additional $25,000, for a total of $125,000 in ten equal payments of $12,500 beginning May 1, 2005. Under the agreement with Mrs. Calla de Arraya and Dr. Biste, Golden Eagle undertook several obligations in addition to the payment obligations described above. These obligations included:

        There are no stated penalties for failure to comply with these commitments. The initial build out of the gold plant and other infrastructure improvements will require a capital investment of about $10,000,000. We believe that the sellers of the Buen Futuro claim to us realize that we have been operating in good faith and will cooperate with us in reaching appropriate contractual modifications.

(ii) The prospect.

        Golden Eagle announced May 30, 2003, that it signed a Letter of Intent to acquire 100% of the Buen Futuro mining claim located squarely in the center of Golden Eagle’s 125,000-acre landholding in the Precambrian Shield 162 miles north of Santa Cruz, Bolivia, and 11 miles east of the town of Ascension de Guarayos. The Buen Futuro claim consists of 2,500 acres and contains three well-identified gold/copper ore bodies. These ore bodies are found in an oxide zone 130 to 200 feet thick, as well as a supergene copper-enriched zone extending from the oxide zone to a depth of 320 feet, sitting on top of strata-bound volcanogenic massive sulphide (VMS) mineralization. Golden Eagle exercised its rights to purchase the Buen Futuro property in June 2003. A private contract, as well as a recorded public contract, were signed and filed with the Superintendency of Mines of the Department of Santa Cruz on December 12, 2003.

        We believe that the Buen Futuro gold/copper deposits, surrounded by Golden Eagle’s Precambrian claims, are just part of a much larger trend of VMS clusters that runs both north and south within Golden Eagle’s 136,500 acres. A recent study was carried out on the prospect by Dr. Michael Biste, a Golden Eagle consultant who is an expert on the Precambrian geology of eastern Bolivia. The exploration data resulted from the northern part of the company’s Dos Piyos claim, and the southwest portion of the Cobra claim. Both properties cover the northern part of the Ascension Gold-Copper Trend and the investigated ground comprised 23 square miles. Dr. Biste prepared a remote sensing study consisting of an interpretation of satellite images, aerial photographs, and open file airborne magnetic and radiometric data. He further reexamined historic reconnaissance exploration data of the two claims and applied modern computer based methods for an integrated data interpretation. In addition, Dr. Biste used the results of geological mapping over 44 linear miles, magnetic ground surveys of over 9 miles and soil sampling over a distance of 18 miles, as well as electromagnetic (HLEM) data along two extensive test lines. Despite the wide line spacing of 0.6 miles, Dr. Biste was able to identify a continuous metamorphosed, bi-modal volcano-sedimentary sequence with characteristics very similar to the host rock of the Buen Futuro (formerly Miguela) volcanogenic massive sulfide (VMS) mineralization. Buen Futuro is located 12 miles southwest of the investigated area. The HLEM survey so far has confirmed three parallel striking conductors, which Dr. Biste believes represent a primary VMS mineralization which is covered by an oxide layer at least 30 meters deep. The lateritic soil at the surface carries geochemically anomalous values for gold, copper and zinc. Golden Eagle’s summary study covers 3.6 miles of the Trend and the remote sensing data shows that the favorable VMS lithology strikes further to the northeast. We consider these findings to be a significant step toward identifying new gold-copper mineralization similar to the Buen Futuro ore bodies. Dr. Biste believes that field work will continue to demonstrate that the Ascension Gold-Copper Trend is now likely to extend over at least 21 linear miles within Golden Eagle’s Precambrian properties.

        We project that this acquisition, and our current landholding in the Ascension Gold-Copper Trend, provide us with several important opportunities for future development. Nevertheless, these opportunities would be contingent upon our ability to raise the needed development capital either through operations, equity funding, debt financing or by entering into joint venture relationships.

        The Buen Futuro VMS mineralization was initially identified by Dr. Biste through geochemical surveys, and subsequently confirmed using Induced Polarization (IP) and Horizontal Loop Electromagnetic (HLEM) surveys. Eventually, between 1993 and 1997, 800 miles of exploration trails were cut through the jungle to take a total of 21,000 samples on the Buen Futuro and surrounding areas. A total of 8,400 feet of auger drilling was performed initially, with 11,000 feet of additional reverse circulation drilling and 27,000 feet of diamond core drilling. A total of 8 miles of trenches were dug and 5,500 trench samples were taken and analyzed.

        We own the underlying mineral rights on the Buen Futuro project through the purchase of mineral concession rights that had been granted by the Bolivian government. However, we had to purchase the surface land rights before we could actually begin to disturb the surface with mining and development activities. We have purchased 519 acres of surface rights covering the areas that we intend to mine in the Buen Futuro A Zone, as well as all areas necessary for the location of our mill, recovery plant, fresh water ponds, tailings impoundments and mine camp site. As other surface rights become necessary, we expect to acquire those rights under reasonable terms also.

(iii) Buen Futuro reserves

        As of year-end 2003, we estimated proven and probable gold and copper reserves on our Buen Futuro mining concession located in the Precambrian Shield of eastern Bolivia. On March 1, 2005 the reserve report was reviewed and reconfirmed. Those reserves estimations, and the subsequent confirmation of reserves during 2005, were performed by the principal author Michael H. Biste, Ph.D., one of the persons who sold the Buen Futuro prospect to us. Dr. Biste as well as co-authors Ronald l Atwood Ph.D and Hugo Aparacio, Registered Engineer originally prepared a report dated February 2004. The report states that the reserves were estimated in accordance with Industry Guide 7 of the Securities and Exchange Commission’s Guides for the Preparation of Registration Statements and with the Society for Mining, Metallurgy and Exploration’s “Guide for Reporting Exploration Information, Mineral Resources, and Mineral Reserves” dated March 1, 1999. In preparing the reserve report and estimated mineral reserves, Dr. Biste was acting as a consultant to Golden Eagle. Golden Eagle acquired the Buen Futuro property and related information from a Bolivian national in June 2003. At the time, Golden Eagle entered into a consulting agreement with Dr. Biste by which Golden Eagle has paid him $3,000 per month and Golden Eagle common stock with a value of $2,000 per month. Dr. Biste and his co-authors have consented to the public release of the information contained in this Form 10-K.

            Dr. Biste stated that the scope of his report was a recompilation of pertinent geological and sampling data obtained from mineral exploration on the Buen Futuro property since 1993, including trench, auger, diamond, and reverse circulation drilling performed under his supervision from 1993 through 1998. According to Dr. Biste’s report, the exploration work and his analysis indicate that three individual massive sulfide lenses exist in an area on the Buen Futuro prospect consisting of 0.7 by 1.0 kilometer in two different stratigraphic levels. Dr. Biste also determined that the primary sulfide mineralization consists mainly of chalcopyrite, pyrite, and minor amounts of sphalerite and galena. Dr. Biste identified a 45-meter thick chalcocite supergene blanket and a 40-meter thick oxide zone that overlie the primary mineralization. He found that gold is enriched in the oxide and copper in the supergene zone where base metals (such as lead and zinc) are leached out. There has not been any mineral production from the Buen Futuro concession to date.

        Although the original reserve report is more than a year old at the present time, we have determined that it is appropriate to continue to report reserves for the Buen Futuro prospect based on all of the facts and circumstances taken into consideration, including the review and confirmation of the report by Dr. Biste during March 2005.

        Based on the reserve report and our assessment of the current status of the prospect, increased costs for commencing and then sustaining operations, and other factors that we have determined to be appropriate, we estimated the following at December 31, 2003, which estimates we believe are still accurate:

        Gold reserves

        Copper reserves

As used in the preceding table,

        The in-place proven and probable oxide gold reserves total 2,528,000 tonnes @ 1.03 g/t gold, giving an in situ metal quantity of 83,715 troy ounces. As stated in the report by Dr. Biste, mining method losses are estimated to be negligible, however, metallurgical testing indicates a 4% recovery loss should be expected, which in any event is extremely low, qualifying the in-place reserves pursuant to Industry Guide 7, and decreasing the number to 80,366 troy ounces recoverable.

        The in-place proven and probable supergene copper reserves total 2,162,000 tonnes @ 1.72% copper giving an in situ metal quantity of 37,186 tonnes (82 million pounds) of copper. Again, the mining method losses are estimated to be low compared to actual block ore estimates, however, the metallurgical losses are estimated to be in the range of 13%, qualifying the in-place reserves pursuant to Industry Guide 7, and decreasing the number to 32,352 tonnes (71 million pounds) recoverable.

        The Buen Futuro mining concession is located 280 kilometers north of Santa Cruz, Bolivia, and 18 kilometers east of the township of Ascension de Guarayos. It consists of a single claim of 1,000 hectares (2,471 acres) in size. Golden Eagle also owns six contiguous claims in the area consisting of 55,420 hectares (136,500 acres).

        Based on Dr. Biste’s report, Golden Eagle proposes to develop the proven and probable reserves in three open pit mines beginning at 7,733 tonnes per day, and ultimately mining 22,000 tonnes per day of gold ore, copper ore and waste. Golden Eagle expects to recover the gold through cyanide leaching in a CIP circuit, and the copper through leaching and solvent extraction, both metals will then be electro-won, all of which is permissible under Golden Eagle’s anticipated permits.

        The initial build out of the gold plant and other infrastructure improvements will require a capital investment of about $10,000,000. Golden Eagle estimates that more than $4,000,000 will be necessary for construction of the copper plant and mining expansion, which we plan to invest from gold production proceeds. At the present time, Golden Eagle does not have the funds necessary to commence the plant construction on the Buen Futuro property, and there can be no assurance that it will be able to obtain such funds on reasonable terms. Golden Eagle is considering a number of alternatives to obtain the necessary funding, including entering into a joint venture with an industry partner or other experienced persons who wish to participate in a high-risk mining venture, or seeking other forms of debt or equity capital.

            Dr. Biste’s report is based on a number of assumptions, and his conclusions are sensitive to the world market for copper and gold. According to his report, he has assumed a gold price per troy ounce of $360 and a copper price per pound of $0.80. These prices are less than the current prices of approximately $440 per troy ounce of gold and $1.52 per pound of copper.

        Among the other assumptions set forth in Dr. Biste’s report are that the geological and economic cutoff grades for gold is 0.2 grams per tonne, and for copper is 0.2%, and continued political and labor stability in Bolivia and the Buen Futuro area.

        Based on advice from its counsel in Bolivia, Golden Eagle has received, or reasonably anticipates that it will receive, all required governmental permits for the continuation of exploration and the commencement of development and mining operations on the Buen Futuro prospect. Golden Eagle also believes that it will be able to comply with all requirements it expects to be contained in the governmental permits for environmental protection and worker health and safety.

(iv) Gold Bar mill and plant

        On June 18, 2004, we entered into a purchase agreement with Atlas Precious Metals, Inc. (Atlas) for the purchase of the Gold Bar mill and gold recovery plant located 27 miles northeast of Eureka, Nevada. In exchange for the Gold Bar mill and plant we issued to Atlas 30,000,000 shares of our restricted common stock valued at $.12 per share based on the closing price of the stock on the closing date or a total purchase price of $3,600,000. Upon raising the necessary capital, we intend to dismantle, ship and re-erect this plant on our Buen Futuro site in eastern Bolivia. We estimate the time to dismantle the plant, transport it to Bolivia and re-erect it on our Buen Futuro claim will be approximately eight months from the time we raise the necessary financing. We estimate the cost to dismantle, ship and re-erect the plant on our Buen Futuro claim to be approximately $3.5 million. Based on the reserves we have estimated and assuming (without assurance) that we will obtain the necessary funding to move the Gold Bar mill and to commence production operations, we anticipate the Gold Bar acquisition and the existing mine plan will allow us to extract 5,900 ounces of gold per month and by the second year of operation more than 4.4 million pounds of copper per month. We believe the Gold Bar acquisition will cut by half the construction time for a gold milling and leaching operation of this size.

        Prior to completing the purchase of the Gold Bar mill, we received a fairness opinion prepared by H.E. Dunham & Associates. The opinion from H.E. Dunham & Associates determined the economic fairness of the Gold Bar mill transaction to our shareholders. The reported estimated a replacement value on the Gold Bar mill and plant at $12 million. This report also provided an estimated cost to build a similar-sized new gold and copper recovery plant with its associated new equipment, engineering and construction costs at between $45 million and $50 million in today’s dollars. The report also included three comparable acquisition transactions of similar size and capacity, which were used as comparison to our acquisition of the Gold Bar mill and plant. These included the Carr Fork facility located at Tooele, Utah which sold for $7.0 million and the Quintana facility located at Truth or Consequences, New Mexico which sold for $8.5 million to OK Tedi Mining Company in 1986 dollars; while the 4,000 tpd Paradise Peak Gold Facility located at Gabbs, Nevada is currently on the market for $18 million. The report stated that the “acquisition of the Gold Bar Mill is most beneficial to the Company at a good price.” Finally, H.E. Dunham & Associates expressed the opinion that the “transaction is economically fair to Golden Eagle International, Inc and Atlas and their shareholders.” Atlas offered to sell the Gold Bar plant to us, at what we feel was a discounted price, as a result of its desire to participate in the mining of gold and copper at Buen Futuro. The Gold Bar plant was a perfect fit for our needs and was not at the time processing ore from the Gold Bar mine. As of March 31, 2005, we have accrued a $12,099 property tax liability on the Gold Bar mill and plant, which is not due at this time. We have also accrued an ownership conversion tax in the amount of $7,020, which is 50% of the total tax. The remaining 50% is to be paid by Atlas in accordance with the purchase agreement. We are also aware of a $13,702 past due property tax owed by Atlas on the Gold Bar mill and plant prior to the sale to Golden Eagle. We have been assured by Atlas that it intends to pay its tax obligations, however, there can be no assurance that it will do so. Should Atlas not pay its tax liability, we may have to do so. Failure to obtain the necessary financing to move the mill to Bolivia in 2005 or 2006 may cause us to substantially impair its value on our financial statements. In accordance with the Asset Purchase Agreement between Atlas and Golden Eagle, we agreed to move all Gold Bar assets of the property within twelve months from the date of the agreement. Should we fail to remove the assets by this date, Atlas has the right to either allow us to store the assets on site or terminate the agreement and return the purchase price to us. While we believe that Atlas does not intend to terminate the agreement, we cannot guarantee that they will do so. We are currently negotiating with them to extend the date by which the assets must be removed, however we also cannot offer any assurances that we will be successful in reaching an agreement on extension. As a result of the possibility of the termination of the agreement, we have moved the $3,600,000 purchase price from property and equipment to a non operating non current asset section. We have also moved the $3,600,000 that we issued in stock from the additional paid in capital to a mezzanine liability section. If we are able to reach an agreement with Atlas to modify our agreement we will reclassify the $3,600,000 purchase price to property plant and equipment and the corresponding amount to the equity section of the balance sheet. The following pro forma balance sheet indicates how the balance sheet would look if we were to reclassify the $3,600,000 to property and equipment and to equity.

(f) Cobra claim

        On December 22, 2003, we completed the acquisition of the Cobra claim, an additional 22,500 acres of prime ground in the Ascension Gold-Copper Trend in eastern Bolivia’s Precambrian Shield. The Cobra claim has proven positive for volcanogenic massive sulphide (“VMS”) deposits containing gold and copper, as well as near-surface gold oxide deposits. Induced polarization (IP) and Horizontal Loop Electromagnetic (HLEM) surveys, as well as scout auger drilling, have yielded positive results in an area extending to the northeast of Golden Eagle’s previous 111,500-acre landholding.

        Golden Eagle secured the Cobra claim through a Bolivian mining petition and paid initial claims fees of $10,000. To maintain the property in perpetuity, Golden Eagle must pay annual concession patent fees to the Bolivian government of $9,000.

(g) Office leases

        Our executive office in the United States is located at 12401 South 450 East, Suite D1, Salt Lake City, Utah 84020. This suite of offices consists of four executive offices, reception space, filing areas and copy and faxing facilities. We pay $1,920 per month on a one-year, renewable lease that expired in November 2003. We leased the offices on a month-to-month basis for the same rate until December 31, 2004. On January 1, 2005 we entered into a six-month lease for the same office space for $1,920 per month.

        Golden Eagle’s operating subsidiary, GEII Bolivia, owns the mining and processing equipment which is located on the Cangalli claim under its control, or at its warehouse in El Alto, Bolivia, 15 kilometers from its La Paz offices and in Santa Cruz, Bolivia. This equipment includes heavy earthmoving equipment and general support equipment for the mining industry. In addition, GEII Bolivia owns equipment acquired from UCL, which includes mining equipment, real property in proximity to the Cangalli shaft, as well as the dwellings found thereon, two warehouses, the mine shaft head frame, a mine hoist, assorted pumps, an electric generating set, all electrical installations, an inventory of parts, assorted tools, mine rail and cars, two double-deck shaker screens, and various other pieces of mining equipment. GEII Bolivia also owns various support vehicles and trucks. We believe that all of this equipment and the vehicles are in good condition, suitable for use in our mining operations in Cangalli or Buen Futuro.

Item 3. Legal proceedings

        During 2004 we became party to a lawsuit filed in the District Court for the City and County of Denver, Colorado, entitled: Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390. The subject matter of that suit was stock transactions that took place at the end of 1995 and the beginning of 1996, which were authorized by Ronald A. Knittle, a former officer and director. The alleged acts that purportedly damaged the plaintiff took place prior to the appointment of any currently serving officer or director.

        In order to avoid the uncertainty attendant with all litigation, we chose to settle with the plaintiff to ameliorate any potential finding of liability and a damages award. Pursuant to certain settlement terms the parties filed a stipulated motion to dismiss the case with prejudice. The settlement agreement was approved by the court on February 3, 2005. Subsequent to year-end 2004, on February 8, 2005, we issued 50 million shares of our restricted common stock to one accredited investor, the plaintiff, pursuant to the terms of the settlement agreement. The case was dismissed, with prejudice, on March 9, 2005. We expensed this settlement during 2004.

        Under generally accepted accounting principles, we recognized a liability for the legal settlement at December 31, 2004 even though we did not enter into the final settlement until January 2005, and we did not complete the execution of the settlement until February 2005. The following table sets forth the actual 2004 balance sheet, and the pro forma 2004 balance sheet, on which the pro forma balance sheet reflects our financial situation had we recorded the stock paid out as equity on December 31, 2004 and as will be recorded in the first quarter of 2005. The information in the following table is provided in accordance with the guidelines set forth in SEC Regulation G.

Item 4. Submission of matters to a vote of security holders

PART II

Item 5. Market for Golden Eagle’s common equity, related stockholder matters, and issuer purchases of equity

securities

(a) Market information

        Our common stock is quoted on the Over-the-Counter (“OTC”) Bulletin Board under the trading symbol “MYNG.”

        The public market for our common stock is extremely volatile both as to price and volume. There can be no assurance that the public market will continue, or if it does so continue, that the market will stabilize. Average daily volume for our stock during 2004 was 713,745 shares traded per trading day. During 2004 a total of 362,583,561 shares were traded. We believe that there are several reasons for the volatility of our common stock including the following:

        The following table shows the high and low bid of our common stock during the last two years and the current fiscal year. These prices represent inter-dealer prices, without retail mark-up, markdown, or commission, and may not represent actual transactions, and were derived from Knobias.

(b) Holders

        As of December 31, 2004, there were approximately 1,155 shareholders of record of Golden Eagle’s common stock based on information we received from our transfer agent. This number does not include an undeterminable number of beneficial holders who own their shares through broker-dealers, nominees, and otherwise. We are authorized to issue 800,000,000 common shares, of which we have issued 564,361,903 shares as of December 31, 2004. In addition, we are authorized to issue 10,000,000 preferred shares.

We have not issued any shares of preferred stock. However, on March 10, 2005, we entered into a Series A Subscription Agreement with Polion do Brasil, S.A. (Polion), a Brazilian venture capital firm, to purchase 3.5 million preferred shares, with the first payment due no later than April 1, 2005. To date, no investment has been made pursuant to this agreement, and no preferred shares have been issued.

(c) Dividends

        We have never paid a cash dividend on our common stock and have no present intention to declare or pay cash dividends on our common stock in the foreseeable future. We intend to retain any earnings that we may realize in the foreseeable future to finance our expanding operations. Future dividends, if any, will depend on earnings, financing requirements and other factors.

(d)     Securities authorized for issuance under equity compensation plans.

        During 2004, we adopted the 2004 Employees and Consultants Stock Compensation Plan as reflected in the following table as of December 31, 2004. Our directors, officers and affiliates cannot participate in this plan. As discussed below, we have compensated our officers and directors with stock options and stock bonuses, but those are ad hoc determinations made by our board of directors and are not pursuant to any plan. These ad hoc grants have not been submitted to the shareholders for approval.

(e)     Item 701 of Regulation SK — Recent sales of unregistered securities

        Item 701 requires disclosure of all equity securities sold by Golden Eagle during 2004 and subsequently that were not registered under the Securities Act of 1933 (the “1933 Act”). During 2004 and subsequently, we sold unregistered securities in four categories in reliance on the exemptions from registration provided by Sections 4(2) and 4(6), and Regulation S, under the Securities Act of 1933, as amended.

        We did not engage in any public advertising or general solicitation in connection with any of these transactions.

        Each of the persons who acquired our debt or equity securities who was a resident of the United States was an accredited investor. We also issued equity securities to certain persons who were not residents of the United States. We provided every investor in our debt and equity securities disclosure of every aspect of our business, including information available through our web site, www.geii.com , such as the following:

        Based on our conversations with, disclosures to, and exchange of information with, each of the accredited investors and non United States person, we believe that each understood the risks associated with acquiring our securities. Each investor executed and returned to us a subscription agreement in which the investor acknowledged that he or she had reviewed such information as the investor believed to be material or relevant to his or her investment, that the investor had consulted with his or her personal advisors regarding the investor, that the investor understood the restricted nature of the securities being acquired, and other factors material to the availability of an exemption from registration (including the investor’s status as an accredited investor or a non-US person).

        We did not use underwriters, pay commissions or underwriting discounts in connection with any of the sales described above or listed below.

        Use of Proceeds: to the extent that we received any cash proceeds, we disclosed that the cash proceeds would be used for property acquisition and maintenance expenses in Bolivia, exploration costs, plant and mine construction and development costs, and general and administrative expenses in the United States and Bolivia at management’s discretion.

        During 2004, Golden Eagle used its common stock directly to raise capital and to satisfy some of its obligations.

These offers and sales to U.S. persons (each of whom was an accredited investor) were accomplished pursuant to the exemptions from registration found in Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, and the rules there under, without general advertising or other form of public solicitation. Each of the investors represented to us that he or she was an accredited investor and that he or she acquired the securities for investment purposes only and without a view toward further distribution. The offers and sales to non U.S. persons were accomplished pursuant to Regulation S under the Securities Act of 1933, also without general advertising or other form of public solicitation. Each of these non U.S. persons who acquired shares of our common stock also represented to us that he or she was a non U.S. person and that he or she acquired the securities for investment purposes only and without a view toward further distribution.

        Following is a chart that gives the above information in graphic form:

(f)     Item 703 of Regulation SK — Purchases of equity securities by the issuer and affiliated purchasers

Item 6. Selected Financial Data.

Item 7. Management’s discussion and analysis of financial condition and results of operations

        As you will note in reviewing our financial statements for the past several years, and the following discussion of “Liquidity and Capital Resources,” “Results of Operations,” “Plan of Operations,” and “Risk Factors,” one principal factor has impacted our ability to conduct exploration and development activities on our mining claims in Bolivia for more than the past five fiscal years. That principal factor has been a lack of working capital and financing. Mineral operations are expensive and time-consuming in the best of circumstances. The fact that our mining prospects are in remote locations in Bolivia, more than 4,000 miles from our corporate offices, adds to the cost and time delays normally involved.

        From inception through the present time we have not at any time been profitable on a company-wide basis, and we have had to finance our operations through debt and equity placements to accredited investors. These placements have diluted the interests of our existing shareholders, but have allowed us to continue the development necessary to commence and continue our production at our Cangalli claims and to acquire and maintain our other prospects, in addition to allowing us to complete our administrative obligations. This situation has, at times, made it difficult to meet our obligations to pay our bills timely. We do currently have various obligations that are past due, including a principal reduction and past due interest payable to the Seydler Trusts. As a result of equity and debt financing, we have paid most of our bills through the present (with the exception of currently-due obligations).

        Much of the following discussion focuses on difficulties and delays that have resulted from our lack of adequate capital, and our efforts to raise capital from private placement transactions in debt and equity with accredited investors and investors outside of the United States. The result of these and the other factors described is that our auditors have included in their opinion an explanatory paragraph questioning our ability to continue as a going concern. See “Risk Factors,” below.

(a)     Liquidity and capital resources – 2004 and 2003

(a) (1) Continuing working capital deficit

        Characteristic of our balance sheet for more than the past five years, we have continued to have working capital deficits, which have limited our ability to expand our operations and pursue our business plan. The following table sets forth information regarding our continuing working capital at December 31, 2004 and 2003.

        Our current assets declined from $609,793 as of December 31, 2003 to $186,191 on the same date in 2004. The decrease was due to a $76,181 decrease in cash and $318,641 as gold inventory was sold during the second half of 2004 to fund Bolivian operations and overhead following the cessation of operations at our Cangalli mine.

        Our working capital deficit also declined to $1,329,638 from $1,661,394 because of the decrease in cash and inventory. More significantly, however, we reduced our note payable obligations by approximately $473,204, and we reduced accrued interest payable by approximately $598,718.

        In both cases, we used our capital stock to repay debt in lieu of cash. We converted a note payable with past due interest of $600,066, and a principal amount of $473,204, into 23,850,133 restricted common shares at $.045 per share (the closing price on the day prior to conversion). The conversion was completed in order to reduce the amount of debt on our balance sheet and to eliminate future interest on the obligation.

        We also owe past-due salary obligations to our president, Terry C. Turner. During 2004, Mr. Turner waived $60,000 (on December 31, 2003 and 2001, he had waived $36,457 and $443,772 respectively of accrued salary without any consideration from Golden Eagle). As a result of this 2004 waiver, Golden Eagle continues to owe Mr. Turner $456,783 in back salary, but he has agreed that this liability bears no interest. This note is offset by a note receivable from Mr. Turner in the amount of $456,783. The receivable and payable are netted out to a zero balance and do not appear on our balance sheet.

        Our working capital deficit during 2004 was also affected by:

        receipt (and expenditure) of more than $1,479,069 from the sale of our common stock to accredited investors, which funds permitted us to cover other short-term obligations (thus reducing the working capital deficit); and

        receipt of $1,322,059 of revenues from sales of gold produced from our Cangalli property.

        Even with the effects of reducing our current liabilities, we continue to focus on conserving cash and setting priorities for our most important obligations and seeking other means to pay or defer any obligations as necessary as a result of our continuing working capital deficit.

        We had expected to commence receiving $350,000 per month for ten months from Polion do Brasil, S.A., a Brazilian investment group that had agreed to purchase 3,500,000 shares of our Series A convertible stock commencing not later than April 1, 2005 plus a 15-day grace period. These payments have not commenced, have created additional liquidity problems for us, and we do not know whether the investor will complete its investment agreement.

(a)(2) Contract obligations

        Our long-term contract obligations during 2004 and 2003 are reflected in the following table:

        The contract currently payable at December 31, 2004 relates to the purchase of the Buen Futuro mine. The non-current portion has become current and is due during 2005 on the following schedule.

        We have negotiated an extension regarding the March 2005 payment, agreeing to pay an additional $25,000, for a total of $125,000 in ten equal payments of $12,500 beginning May 1, 2005. The shares due in March 2005 were issued on March 31, 2005.

(a)(3) Property and equipment

        During 2004, we increased our property and equipment net of depreciation, depletion and impairment by approximately $3,487,595 as compared to the amount on our balance sheet at December 31, 2003. We did however, reclassify the Gold Bar mill and plant as a non operating non current asset pending negotiations with the seller to remove a clause from the sales agreement which would allow the seller to terminate the agreement if the plant is not moved from the property prior to 12 months from the date of the sales agreement. We have reported property and equipment less the Gold Bar mill and plant and net of impairment $2,106,866 Accumulated depreciation and impairment also increased during 2004 by an additional $1,785,056, as described in the following table:

        The increase in fixed assets during 2004 was primarily due to a $60,790 increase in our mineral prospects as a result of the acquisition of surface rights on our Buen Futuro claim. The increase in accumulated depreciation, depletion and impairment was primarily the result of an impairment in the amount of $912,404 of the capitalized mine improvements at our Cangalli underground mine in the amount of $322,404, the Cangalli property of $470,000 and machinery and equipment of $120,000. The impairment was the result of the cessation of operations at Cangalli and our inability to estimate if and when we will be able to recommence operations in addition to our current cash flow shortages and the threat that it extends over our ability to meeting our operating objectives. Total 2004 impairment was $912,404. A graphical illustration of our 2004 impairment is as follows

(a)(4) Cash flow

        We have been able to meet our working capital obligations and cover our net loss through the issuance of stock for cash and services as referenced above in Part II (e) in our discussion of stock issuances and its associated chart. By deducting certain other non-cash expenses we achieved net cash flows form operating activities of ($1,207,550). We also invested $346,667 in additional property, plant and equipment. Net cash flows provided by our financing activities totaled $1,478,036. Cash decreased by $76,181 from 127,761 at the beginning of the period to $51,580 at the end of the period.

        We have used our equity to acquire property, raise cash necessary to pay expenses, and in lieu of cash for services and to repay indebtedness. Our ability to continue to use our equity for those purposes is dependent on the price and trading volume of our common stock (both of which are volatile) and our ability to comply with federal and applicable state securities laws. At present, we are only offering shares to accredited investors. Although we have exerted our best efforts to comply with all applicable regulations, there can be no assurance that we have been able to do so. To the extent there may be any non-compliance, we may incur certain liabilities, although no such claims have, to our knowledge, been asserted to date.

        From time-to-time, as necessary, our officers have deferred collection of their salaries and have advanced funds to Golden Eagle on a short-term basis when necessary to conserve our cash for other purposes. We have also negotiated with certain debt holders to refinance outstanding debt or to convert debt to common stock when possible. These include:

         We have also continued to complete private placements during the first quarter of 2005 with five accredited investors. Through March 20, 2005, we had received $123,500 in private placement proceeds in exchange for 4,940,000 shares of restricted common stock.

        On March 10, 2005 we announced that we had signed an agreement to receive the investment of $3.5 million over the next ten months in equal monthly amounts from Polion do Brasil, S.A. (“Polion”), a Brazilian investment group. These funds, as invested, will allow Golden Eagle to pursue several of its most important goals related to its Buen Futuro project in eastern Bolivia, including initiating dismantling its Gold Bar mill and plant located in Eureka, Nevada, as well as shipping and re-erection in Bolivia once it has completed its funding. Proceeds from this investment will also be used to pay existing creditors and cover overhead expenses during the dismantling and re-erection period. In the agreement, Polion do Brasil, S.A., committed to invest $3.5 million in Golden Eagle by purchasing 3.5 million convertible preferred shares at $1.00 per share in ten equal monthly purchase amounts of $350,000. Golden Eagle was to begin receiving payments by April 1, 2005, but Polion has not made the first payment, and we do not know whether it intends to meet its contractual commitment. Polion has a 15-day grace period until April 15, 2005, and there is no established penalty for failure to comply with the terms of the commitment. If issued, these preferred shares will earn a fixed annual dividend of 8% from their date of issue, and will be convertible into our common stock. After a minimum holding period of one year on each monthly share purchase, Polion’s preferred shares may be converted to Golden Eagle common shares at 50% of the market price per share on the date of conversion, or $0.10 per share, whichever is greater. However, if Golden Eagle’s shares trade at $0.15 per share or less for the 15 trading days prior to conversion, then Polion may convert at 50% of the market price per share down to a minimum floor of $0.05 per share. Polion will also be entitled to name one director to Golden Eagle’s Board of Directors once it has invested $350,000, whom the board must approve if the minimum statutory criteria are met. As of the date of filing we have not yet received the initial payment from Polion. While we believe that we will receive the full investment committed to us by this investor, we cannot guarantee that all funds will be received as committed. As of the date of this report, we had not received any funds from Polion and we have not issued any preferred shares related to this agreement.

        Although we have been successful in obtaining funds to date, there can be no assurance that we will be able to continue to be successful in doing so. Our ability to finance our operations will, in the end, be dependent on our ability to generate cash flow from operations, of which there can be no assurance.

(a)(5) Capital commitments

        Our capital commitments are set out below:

(a)(6) Off-balance sheet arrangements.

        We do not have any off-balance sheet financial arrangements and, therefore, no disclosure is required.

(b) Results of operations.

        The following sets forth certain information regarding Golden Eagle’s results of operations as of December 31, 2004, compared with the same periods in 2003 and 2002.

        Our operations have resulted in significant losses and negative cash flow from operations during the past several years as we have invested in exploration on our mining concessions, and in important property acquisitions. Although our operating losses during 2004 roughly the same as recognized in 2003, we suspended production during 2004 for seven months of the year and currently we are generating no cash flow from operations.

        During 2004, we generated revenues from mine production in the amount of $1,322,057 which is roughly the same as the revenues during 2003 of $1,325,591 and an increase from $481,620 during 2002. However, revenues during 2004 were generated through only 5 months of production compared to 12 months of production during 2003 and three months in 2002.

        Production costs during 2004 were $979,419 compared to $962,910 during 2003 and $101,147 in 2002. For the first six months of the year production costs were actually decreasing, however, after the shutdown, certain additional production costs were added as part of the shutdown.

        Exploration and mine development costs decreased to $835,325 in 2004 from $1,106,185 during 2003 and increased from $257,486 in 2002. The decrease in 2004 was due to the fact that we severely limited exploration and development at Cangalli pending the outcome of the dispute between the UCL and the Government of Bolivia. The majority our exploration and development costs during 2004 were focused on our Buen Futuro concession and preparation to move the Gold Bar mill and plant. The increase in exploration costs in 2003 over 2002 was primarily a result of 9,207,623 shares of our common stock valued at $643,960 which was issued to geologists, engineers and metallurgists for work performed on the expansion of the Cueva Playa plant, the design and implementation of the TPS mining system and the geologic work related to the issuance of reserves at both the Cangalli and Buen Futuro properties as well as engineering costs related to the proposed dismantling and re-erection of the Gold Bar mill and plant at Buen Futuro. As we continue to develop the Precambrian prospects towards production, and as we expand our reserve estimations, exploration and development costs will continue to increase. Our exploration activities were more limited in 2002 due to the lack of financial resources with which to carry out exploration activities. If we obtain the necessary financing, we expect that our exploration and development activities will increase during 2005 as we continue to develop our Buen Futuro prospect, mill and plant. Any exploration and development at Buen Futuro will require us to raise additional funds either through the issuance of stock or through debt financing either of which cannot be assured.

        Our general and administrative expenses for 2004 of $1,779,318 decreased by approximately 31% during 2004 from $2,594,692 in 2003 and decreased by 6% from $2,772,462 in 2002. We attribute the continual decrease in our general and administrative (“G&A”) expenses to an ongoing cost control effort and in part during 2004 to the reduction in support staff as a result of the shut down of the Cangalli mine. While we will continue our efforts to reduce G&A expenses, these expenses may increase during 2005 and onward if we commence construction and operation of our Buen Futuro mine.

        Legal expenses in 2004 increased to $132,231 from $28,000 and $74,306 in 2003 and 2002, respectively. This increase was the direct result of being named as a defendant in Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390, and our defense and preparation for trial. During February 2005 we settled this suit. We anticipate that our legal fees during 2005 will return to a more reasonable level, although we will have ongoing litigation in Bolivia regarding issues surrounding the suspension of production at Cangalli.

        Accounting expenses in 2004 increased to approximately $83,364 from $80,000 in 2003 and $69,349 during 2002. This increase was due primarily to additional requirements associated with compliance with the Sarbanes-Oxley Act of 2002. Accounting expenses are expected to continue to increase as this new legislation fully takes effect.

        During 2004 we recognized a $912,404 impairment on the capitalized improvements of the Cangalli mine. We impaired substantially all of the mine development costs previously capitalized when the Cangalli mine was classified as a production property. We also impaired $470,000 relating to the acquisition costs of the Cangalli property and $120,000 in machinery and equipment. As of December 31, 2004 we had been shut down at Cangalli for approximately seven months. As some of the internal mine improvements may be deteriorating and may require additional funds to bring them back up to standard, and since we have no definitive time period in which we may recommence operations, we determined that we should impair the mine improvements. We continue to show these improvements as an asset on our books, however, we have also booked a corresponding impairment.

        Depreciation and depletion increased to $271,937 in 2004 from $154,853 during 2003 and $101,166 in 2002. This increase was due to the acquisition of additional mine and plant equipment during 2003 and an increase in monthly gold production during the first five months of 2004, for which we depleted some of our capitalized assets. As we acquire additional mining equipment, depreciation expenses will increase proportionally.

        During 2004, our operating expenses were $4,927,033, or a slight reduction from our operating expenses of $4,990,892 during 2003. The operating expenses during 2003 were a 52% decrease from our 2002 operating expenses of $10,776,071. Of the 2002 operating expenses, $7,393,189 was the result of the granting and exercise of options by our president and a former officer of the company. Deducting these expenses would have resulted in an operating expense in 2002 of $3,382,882, which would have resulted in a 50% increase in 2003 operating expenses over 2002. This increase is the result of increased mining activity. The decrease in general and administrative expenses during 2004 was offset by the non-cash costs associated with the impairments on our Cangalli operations, property and equipment.

        Interest expenses declined dramatically during 2004 to $224,034 from $2,909,462 in 2003 and $2,216,046 in 2002. This decrease in interest expense was directly related to the conversion of debentures and other debt to common stock during 2003. The 31% increase from 2002 to 2003 was attributable to a $2,116,340 non-cash amortization of the convertible debenture beneficial conversion feature compared to $1,252,109 for this feature during 2002. This is an accounting treatment taking into consideration the difference between the strike price at which amounts owing under the existing convertible debentures may be converted to common shares of our stock, and the actual trading price average over the course of the period. The difference was recognized as a benefit to the convertible debenture holder, and an interest expense to Golden Eagle. As a result of the conversion of the debentures, we accelerated the remaining amortization of the discount into 2003 that would have been amortized over the next three years. The result was an $800,000 acceleration in interest expense during 2003 that would have been amortized over the next three years had the conversion taken place at maturity.

        We anticipate that interest expense from past obligations will continue to decrease during 2005 as all debentures and almost all related party debt has been converted to common stock and will no longer accrue interest or be subject to the debenture beneficial conversion feature. We also converted an additional $1,073,270 of related party principal and interest to equity which will also no longer accrue interest expense. The conversion of debt to stock will save the company in excess of $4 million in 2004 and 2005 alone.

        As discussed above in Item 3, Legal Proceedings, during 2004 we became party to a lawsuit filed in the District Court for the City and County of Denver, Colorado, entitled: Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390. The subject matter of that suit is stock transactions that took place at the end of 1995 and the beginning of 1996, which were authorized by Ronald A. Knittle, as former officer and director. The alleged acts that purportedly damaged the plaintiff took place well prior to the appointment of any currently serving officer or director.

        In order to avoid the uncertainty attendant with all litigation, and to eliminate the continued cash outflow for legal fees, we chose to settle with the plaintiff to ameliorate any potential finding of liability and a damages award. On February 8, 2005, we issued 50 million shares of our restricted common stock to one accredited investor, the plaintiff, pursuant to the terms of a settlement agreement. Pursuant to the terms of the settlement agreement, the parties filed a stipulated motion to dismiss the case with prejudice. The settlement agreement was approved by the court on February 3, 2005. The case was dismissed, with prejudice, on March 9, 2005. Even though the settlement occurred in 2005, the condition relating to the settlement was in place during 2004. As a result, we expensed this settlement during 2004 in the amount of $2,050,000, which is 50,000,000 shares of our common stock multiplied by the closing price of our stock on January 3, 2005 of $.041 per share. The offsetting entry was a liability for the legal settlement payable in the amount of $2,050,000. This liability will be recorded as equity during the first quarter of 2005 and will result in a $2,050,000 increase in total stockholders’ equity.

        Our net loss for 2004 was ($5,877,951) compared to ($6,519,054) in 2003, as compared to our net loss of ($12,272,389) in 2002, resulting in a decreased per-share loss of $(.01) in 2004, versus $(.02) in 2003 and $(.05) in 2002.

        Since commencing operations at our Cangalli mine in 2002, our general, administrative and other costs have exceeded the resources we have generated through operations. As described above in “Liquidity and Capital Resources,” we have been dependent on loans from affiliated and unaffiliated parties, and debt/equity financing, to meet our working capital obligations and to finance our continuing operating losses. Our current lack of production further complicates our ability to raise cash from these sources. There can be no assurance that we will be able to continue to finance our operating losses in such a manner. We have however, been able to raise additional funds in the past and we believe that we will be able to do so in the future.

(b)(1) Special non-cash impact due to options

         Our net loss in 2002 was significantly impacted by $7,393,189 in expense related to the issuance and exercise of stock options by our president and former president. This decrease in net loss during 2003 was primarily the result of the absence in 2003 of the one-time expenses that were attributable to those exercises and option grants.

        On March 20, 2002, our Board of Directors granted options to, and entered into Non-Qualified Stock Option Agreements with, Terry C. Turner, our President, CEO and Chairman of the Board, and Mary A. Erickson, our former President, CEO and Chairman of the Board, who is also a significant shareholder and guarantor of some of our loans. Mr. Turner was granted options to buy 25,000,000 shares of stock at a price of $0.075 a share. Ms. Erickson was granted options to buy 20,000,000 shares of stock at the same price. The vesting period for both was one year. During the first quarter of 2002, we booked $2,098,000 as a non-cash compensation expense for the grant of these options.

        On December 30, 2002, both Mr. Turner and Ms. Erickson exercised a portion of their options under the grant and agreement: Mr. Turner for 13,586,957 options and Ms. Erickson for 10,869,566 options. Respectively, Mr. Turner and Ms. Erickson gave us 3,586,957 and 2,869,566 shares in a like-kind, share-for-share exchange for net stock issued to them of 10,000,000 and 8,000,000, respectively. The market price of the stock at the time of the transaction was $0.284 per share.

        On March 20, 2003, Mr. Turner and Ms. Erickson exercised 11,413,043 and 9,130,434 options, respectively, and gave 4,599,456 and 3,679,565 shares, respectively, in a like-kind, share-for-share exchange for net stock issued to each of them of 6,813,587 and 5,450,869, respectively. Since the previously discussed exercise transaction took place on December 30, 2002, this created a modification to the existing agreement and required variable accounting. Under variable accounting, we had to recognize at December 31, 2002 the value of the remaining options outstanding. As a result of these transactions, we recognized an aggregate expense of $5,295,189 in 2002.

(c) Plan of operations

        As described above, we currently have a limited amount of current assets on hand (approximately $186,000) and a significant working capital deficit ($1,329,638) as of December 31, 2004), and the failure to receive an investment expected from a Brazilian fund has exacerbated our working capital shortage. Our current liabilities include some obligations that have been outstanding for a substantial period of time. Consequently, our plan of operations has to be to obtain financing (through equity or debt offerings) as necessary to pay our most important liabilities, and to attempt to defer, with the creditor’s consent, the current liabilities we are not able to pay. Generally we consider our most important liabilities to be those which are necessary for the maintenance of our mining claims (such as our obligations to the Bolivian government and to pay our Bolivian contractors and employees), and those associated with maintaining our status as a Colorado corporation obligated to file reports with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended.

        It is a significant part of our plan of operations to be able to move our Gold Bar mill and plant from their current location in Nevada to our Buen Futuro prospect in Bolivia. We must move the mill and plant from their location by January 1, 2007, or begin paying $500 per month as a property rental payment to the seller. We estimate that it will cost approximately $3,500,000 to dismantle, ship and re-erect the Gold Bar mill and plant to our Buen Futuro prospect, and a total of $10,000,000 over a 12-month period of time to commence production. We have not commenced any of these expenditures at the present time and we do not have sufficient funding to do so.

        It is also our goal pursuant to our plan of operations to recommence gold mining in our Tipuani-Cangalli prospects. It would be easiest to commence mining where we were mining previously, but that area is currently subject to a dispute between the UCL and the Bolivian government. Until that dispute is settled, it is inadvisable for us to recommence operations because of possible claims against the production even though Golden Eagle was not a part of the issues that gave rise to the dispute. We have been hopeful for some period of time that the issue will be settled, but it has not yet been resolved. We commenced joint-venture mining operations on property owned by an unaffiliated company in October 2004, but those operations proved to be uneconomical. We have investigated the possibility of operating elsewhere on our Tipuani prospect, but we currently do not have the funds necessary to commence the operations, although we have identified two sites that may be suitable for gold production.

        Our ability to implement any or all of our planned strategies requires significant infusions of working and operating capital, and we cannot assure that we will be successful in raising that capital through a secondary offering, private placements or debt financing. We currently have a commitment of $3,500,000 (at the rate of $350,000 per month for ten months) over the next year from a Brazilian venture capital fund but the initial payment has not yet been received. Even if the Brazilian fund totally meets its commitment, it will not provide us sufficient investment to meet our goals. We are also pursuing applications for project debt financing on the Buen Futuro project from the Overseas Private Investment Corporation (OPIC), a U.S. government-sponsored development agency in Washington D.C., and the Andean Development Corporation (CAF) located in Caracas, Venezuela. Both of these requests for project financing are for $10,000,000 and applications have been pending for seven months.

        In summary, we do not have sufficient liquidity or all of the necessary capital resources to carry out our objectives as set out above. Even if we complete the sale of our Series A preferred stock to the Brazilian venture fund, it will not provide us sufficient funding to meet our obligations and commitments. Our current financial and other difficulties, together with the risks associated with exploring for and mining gold and copper in Bolivia, and the current price volatility of gold and copper, may combine to make it more difficult for us to raise much needed funds on reasonable terms. Failure to receive further funding in 2005 and 2006 may cause us to further impair our mining prospects.

(d)     Impact of inflation and changing prices

        We have not experienced any impact from the effects of inflation during the last three operating periods, 2002, 2003 or 2004. Bolivian inflation, while astronomical at points during the early 1980‘s, has been relatively stable, at less than 10% since 1985, and during the last three years has been less than 8% per annum. In 2004, inflation was less than 5% per annum in Bolivia.

(e) Accounting policies

(e)(1) Critical accounting policies

        In accordance with Emerging Issues Task Force No. 98-5, Accounting for Convertible Securities with Beneficial Conversion Features or Contingently Adjustable Conversion Ratios, and No. 00-27, Application of Issue No. 98-5 to Certain Convertible Instruments, we recognize the value of conversion rights attached to convertible debt or preferred stock. These rights give the debt or preferred stock holder the ability to convert the instruments into common stock at a price per share that is less than the trading price to the public on the day the transaction occurs. The beneficial value is calculated as the market price of the common stock at the commitment date in excess of the conversion rate of the instruments and related accruing interest or dividends is recorded as a discount to the related debt (increase in preferred dividends for preferred stock) and addition to additional paid in capital. Debt discount is amortized over the remaining outstanding period of related debt.

        Stock based compensation; from time to time we issue shares of common stock as payment for services to consultants and employees. Any stock issued for this purpose is priced and accounted for at the actual closing market price on the day of issue. The total number of shares issued times the closing stock price is booked as an expense.

        Non-cash impact of share-for-share options exchange; Our Board of Directors may occasionally grant options to our officers. The vesting period for options granted is one year and a non-cash option expense is booked at the time the options are granted. At the time options are exercised, the grantee may exercise shares in a like-kind, share-for-share exchange for net stock issued to them at the market price of the stock on the date of the transaction. The price is multiplied by the total net number of shares that are received to come up with the compensation expense.

        Mineral exploration costs are expensed as incurred. Mine infrastructure development costs incurred prior to establishing proven and probably reserves are expensed. When it has been determined that a mineral property can be economically developed, the costs incurred to develop such property, including costs to further delineate the ore body and remove overburden to initially expose the ore body, are capitalized as incurred and are amortized using the units-of-production (“UOP”) method over the estimated life of the ore body based on estimated recoverable ounces mined from proven and probable reserves. If no mineable ore body is discovered, such costs are expensed. We continually review our assets to determine if their value has become clouded or impaired. We will impair an asset if the present value of the cash flow or the current market value of the asset does not exceed the value carried on the balance sheet.

        To the extent that development costs benefit the entire ore body, they are amortized over the estimated life of the ore body. Costs incurred to access specific ore blocks or areas that only provide benefit over the life of that area are amortized over the estimated life of that specific area. The capitalize cost bases subject to depletion expense are calculated on a formula based on the number of tons of ore that are expected to be mined against the total tons in proven and probable reserves and extrapolated to the number of tons in the area of influence of the mine.

        Mineral interests and other intangible assets include acquired mineral rights and royalty interests in production, development and exploration stage properties. The amount capitalized related to a mineral or royalty interest represents its fair value at the time it was acquired.

(e)(2) Effect of new accounting pronouncements

        In December 2004, the Financial Accounting Standards Board, or FASB, issued SFAS 123R “Share-Based Payment,” a revision to FASB No. 123. SFAS 123R replaces existing requirements under SFAS No. 123 and APB Opinion No. 25, and requires public companies to recognize the cost of employee services received in exchange for equity instruments, based on the grant-date fair value of those instruments, with limited exceptions. SFAS 123R also affects the pattern in which compensation cost is recognized, the accounting for employee share purchase plans, and the accounting for income tax effects of share-based payment transactions. For small-business filers, SFAS 123R will be effective for interim periods beginning after December 15, 2005. The Company is currently determining what impact the proposed statement would have on its results of operations and financial position.

        The FASB has proposed FASB Staff Position No. FAS 109-a, “Application of FASB Statement No. 109, Accounting for Income Taxes, for the Tax Deduction Provided to U.S. Based Manufacturers by the American Jobs Creation Act of 2004.”  On October 22, 2004, the American Jobs Creation Act of 2004 (the “ACT”) was signed into law by the President. This Act includes tax relief for domestic manufacturers by providing a tax deduction up to 9 percent (when fully phased-in) of the lesser of (a) “qualified production activities income,” as defined in the Act, or (b) taxable income (after the deduction for the utilization of any net operating loss carry forwards). As a result of this Act, an issue has arisen as to whether this deduction should be accounted for as a special deduction or a tax rate reduction under Statement 109. The FASB staff believes that the domestic manufacturing deduction’s characteristics are similar to special deductions because the domestic manufacturing deduction is based on the future performance of specific activities, including the level of wages. Accordingly, the FASB staff believes that the deduction provided for under the Act should be accounted for as a special deduction in accordance with Statement 109 and not as a tax rate reduction. This provision of the Act is not expected to have an impact on the Company’s financial statements.

        In November 2004, the FASB issued SFAS No. 151, which revised ARB No. 43, relating to inventory costs. This revision is to clarify the accounting for abnormal amounts of idle facility expense, freight, handling costs and wasted material (spoilage). This Statement requires that these items be recognized as a current period charge regardless of whether they meet the criterion specified in ARB 43. In addition, this Statement requires the allocation of fixed production overheads to the costs of conversion be based on normal capacity of the production facilities. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for inventory costs incurred during fiscal years beginning after the date this Statement is issued. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

        In December 2004, the FASB issued SFAS No. 152, which amends SFAS No. 66, Accounting for Sales of Real Estate, to reference the financial accounting and reporting guidance for real estate time-sharing transactions that is provided in AICPA Statement of Position (SOP) 04-2, Accounting for Real Estate Time-Sharing Transactions. This Statement also amends SFAS No. 67, Accounting for Costs and Initial Rental Operations of Real Estate Projects, to state that the guidance for (a) incidental operations and (b) costs incurred to sell real estate projects does not apply to real-estate time-sharing transactions. The accounting for those operations and costs is subject to the guidance in SOP 04-2. This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Management believes this Statement will have no impact on the financial statements of the Company once adopted.

        In December 2004, the FASB issued FASB Statement No. 153.  This Statement addresses the measurement of exchanges of nonmonetary assets.  The guidance in APB Opinion No. 29, Accounting for Nonmonetary Transactions, is based on the principle that exchanges of nonmonetary assets should be measured based on the fair value of the assets exchanged.  The guidance in that Opinion, however, included certain exceptions to that principle.  This Statement amends APB Opinion 29 to eliminate the exception for nonmonetary exchanges of similar productive assets and replaces it with a general exception for exchanges of nonmonetary assets that do not have commercial substance.  A nonmonetary exchange has commercial substance if the future cash flows of the entity are expected to change significantly as a result of the exchange.  This Statement is effective for financial statements for fiscal years beginning after June 15, 2005. Earlier application is permitted for nonmonetary asset exchanges incurred during fiscal years beginning after the date of this Statement is issued.  Management believes this Statement will have no impact on the financial statements of the Company once adopted.

(f) Risk factors attendant to Golden Eagle’s operations

        Our operations are subject to significant risks and uncertainties. In making any investment decision regarding our common stock, any shareholder or potential investor should carefully consider the following highly significant factors, and the other factors described in this annual report. The risks associated with an investment in our stock are described in the following paragraphs, and include (without limitation):

        Prospective investors and current shareholders should also be aware of the following prospective developments with respect to our operations and the hurdles that we continue to face in successfully accomplishing our business objectives. As a result of foregoing factors and those listed below, we have suspended operations at our Cangalli mine and we have not reached a positive cash flow to date in Golden Eagle. Since we have estimated reserves subsequent to our 2003 year-end, we are no longer a development stage company as that term is defined in SFAS No. 7.

(f)(1) Our working capital shortage and recurring net losses resulted in our auditors issuing an opinion on our financial statements indicating a substantial doubt regarding our ability to continue as a going concern.

        The auditors’ report included with our financial statements for the fiscal year ended December 31, 2004, contains a going concern uncertainty and refers to the following explanatory paragraph in footnote A in the financial statements:

        The auditors report and our footnotes had included similar explanatory paragraphs in their reports for prior years. Thus recoverability of a major portion of the recorded asset amounts shown in our financial statements is dependent upon our continued operations, which in turn is dependent upon our ability to meet our financing requirements on a continuing basis, to maintain present financing, and to succeed in our future operations. The financial statements do not include any adjustments relating to the recoverability and classification of recorded asset amounts or amounts and classification of liabilities that might be necessary should we be unable to continue in existence.

        As of March 31, 2005 we have cash resources to fund our operations through approximately April 30, 2005. We continue to work with several different sources, including both strategic and financial investors, in order to raise sufficient capital to finance both our continuing operations and our Buen Futuro project. Although there is no assurance that additional funding will be available, we believe that our current business plan, if successfully funded, will significantly improve our operating results and cash flow in the future.

(f)(2)     Cash shortages have adversely impacted our ability to explore and develop our properties

        Although our operations in Bolivia are carried on through our wholly owned subsidiary, the financing of those operations is dependent, to a large extent, on our ability to provide the necessary capital resources. As a result of the shutdown of our Cangalli mine we are at this time not generating any cash flow from production. We are incurring significant operating losses and negative cash flows due to our exploration operations on our Cangalli and Precambrian properties, as well as our general and administrative, interest, and other costs.

        From November 1997 through the date of the filing of this report, we have experienced significant cash shortages. In the past, we have only been able to meet our financial obligations through incurring debt (which has been guaranteed by certain affiliated shareholders) and through the sale of equity to accredited investors and non-U.S. investors.

        We continue to require a significant amount of working capital. We cannot predict with any accuracy whether any unaffiliated party will advance debt to us on commercial terms. Thus, we may be required to continue financing our operations through the sale of equity if we can do so in accordance with all legal requirements on terms acceptable to the board of directors or through debt guaranteed by affiliates.

(f)(3)     Our significant current liabilities may result in our inability to finance operations and to protect our assets

        At December 31, 2004, we had $1,515,829 in current liabilities. Although we have been able to extend certain of these obligations, we have also been required to use our fundraising from accredited and non-U.S. investors to meet certain of these requirements. These current liabilities divert funds needed for our Bolivian operations and also make us a less attractive investment opportunity. We currently do not have sufficient funds to pay these current liabilities when due, and this has resulted in several payment renegotiations and other actions which risk loss of assets and beneficial contractual relationships, including:

        We have converted certain current liabilities to equity and we continue to negotiate with the remaining note holders and contractual partners to reduce or eliminate the amounts payable and to extend our obligations. To date we have been able to do so with the majority of our creditors, but have not been able to do so with all, and we cannot offer an assurance that we will be able to meet these unresolved financial obligations and other commitments.

(f)(4)     Our inability to pay our current liabilities may result in litigation

        Although we have successfully negotiated with our creditors to extend our payment obligations when necessary, we cannot offer any assurance that we will be able to continue to do so. If at any time we are unable to obtain the cooperation of these creditors or, if they choose to demand payment, we may have to defend litigation by any or all of these creditors. Litigation is expensive and time consuming. Should litigation commence, we cannot offer any assurance that we will be able to successfully defend the litigation and preserve our assets for our shareholders.

(f)(5) Potentially conflicting fiduciary obligations

        Laws of some states impose fiduciary obligations to creditors on companies with negative shareholders’ equity, as is the case with us. Although Colorado has not addressed this question, our board of directors is acting in cognizance of this duty that might, in certain circumstances, conflict with our duties to our shareholders.

(f)(6) Activities on our mining prospects

        We have been engaging in exploration and development activities on our Tipuani-Cangalli prospects, and more extensive exploration, development and production operations on the Cangalli claim. At this time the future of the Cangalli property is in question as a result of the dispute between the UCL and the Bolivian government which involves the Cangalli claim and makes it imprudent to recommence our mining operations until that dispute is settled.

        During the year we have also continued activities on our Buen Futuro prospect. The ore that we expect to remove from this and neighboring prospects requires a mill for beneficiation. If, however, we are unable to move the Gold Bar mill and plant because of lack of financing or because of other unforeseen circumstances, our interest in that prospect will be significantly less valuable. At the very least, we would be required to obtain or construct another mill, and it is likely that the costs of any mill will be significantly greater than the amount contracted for the purchase of the Gold Bar mill and plant.

(f)(7)     Commencement of mining production could be delayed for years

        Although we continue to be optimistic and believe that we will be able to recommence mining operations at our Cangalli prospect, we cannot offer any assurance when we expect a resolution of the dispute between the UCL and other Bolivian regulatory authorities. We have received an opinion from our counsel in Bolivia that there is an 80% probability that the Cangalli mine can again become fully productive within a 5-year period, however, this outcome requires substantial litigation the outcome of which we also cannot guarantee.

        Because of our inability to meet our commitments with respect to the requirement regarding commencement of production on the Buen Futuro prospect as described above, we cannot offer any assurance that we will be able to retain our rights to the Buen Futuro prospect. We believe that we will successfully renegotiate and extend those rights, but even if we do retain those rights through contractual renegotiation or forbearance by our contract partners, we cannot offer any assurance that we will be able to obtain the necessary financing to disassemble, ship and re-erect the Gold Bar mill and plant or commence operations at Buen Futuro.

(f)(8) Volatility of gold and copper prices

        We are dependent on the price of gold and copper for our success. When the prices are increasing, any production we may generate (which is not assured) becomes more profitable and persons become more interested in investing in our projects on favorable terms. When prices are decreasing, any production becomes less profitable and it is more difficult to attract third party investors. Gold and copper prices are based on world prices for those commodities, and we have no influence on whether prices increase, decrease, or remain stable. Both gold and copper prices have historically been volatile, and we cannot offer any assurance that we will be able to take advantage of the upswings and be able to avoid the downswings.

(f)(9) Risk of mining and exploration operations

        Mining and exploration and development operations are inherently risky. They involve the use of heavy equipment, explosives, and risk injury and death to the workers and damage to the environment. Although we have insurance in place to provide for potential claims, should any claim exceed the amount of insurance we have, we could be materially and adversely affected.

        Mining operations may also be adversely impacted by unexpected rock formations, unexpected metallurgical issues, unexpected depletion of the resource being mined, and other risks like and unlike the foregoing.

(f)(10) Absence of business combinations

        Because of our historical lack of cash to expand or finance our operations, we have sought to enter into a joint venture or other business combination with partners who are more financially capable. Notwithstanding several discussions, we have been unable to negotiate any such business combination, and we cannot assure that any potential joint venture or other partners will be interested in evaluating the Tipuani-Cangalli prospects, our prospects in the Precambrian Shield, or in negotiating a relationship with us.

(f)(11) No assurance as to the accuracy of the findings by independent consultants or our ability to pursue their recommendations

        Although we have studied our Tipuani-Cangalli prospects and our prospects in the Precambrian Shield extensively and have consulted with third party experts from whom we have received favorable conclusions regarding the presence of gold-bearing and copper-bearing mineralization on our prospects, they also present numerous recommendations for further exploration and possible development work. These reports are based on conclusions reached by the experts based on the information presented to them and their investigations, but the accuracy of their conclusions can only be proven by subsequent development activities. Because of our current negative working capital and lack of liquidity, we cannot offer any assurance that we will be able to expand future operations to reach the optimum production at our Cangalli gold mine or our Buen Futuro gold and copper prospect, as recommended by the consultants.

(f)(12) Foreign operations are subject to many risks

        We are exploring mineral prospects in the Republic of Bolivia. Foreign activities are subject to the risks normally associated with conducting business in foreign countries, including exchange controls and currency fluctuations, limitations on repatriation of earnings, foreign taxation, foreign environmental law and its enforcement, labor practices and disputes, and uncertain political and economic environments, as well as risks of war and civil disturbances, or other risks that could cause exploration or development difficulties or stoppages, restrict the movement of funds or result in the deprivation or loss of contract rights or the taking of property by nationalization or expropriation, without fair compensation. Foreign operations could also be adversely impacted by laws and policies of the United States affecting foreign trade, investment and taxation. We have seen the results of these risks through the shutdown of our Cangalli operation.

(f)(13) Geography and climate in the area of the Cangalli and Tipuani Valley prospects may make access to and the development of the prospects difficult

        Our mineral prospects are located in, and substantially all of our current operations are conducted in, remote areas of the province of Larecaja in the state of La Paz, Bolivia, and in the province of Ascension de Guarayos in the state of Santa Cruz, Bolivia. Bolivia is a landlocked country straddling the central Andes Mountains in west central South America. It is bounded on the north and east by Brazil, on the southeast by Paraguay, on the south by Argentina, and on the west by Chile and Peru. The Bolivian climate is harsh much of the year in our work areas, often depending on the rainy season’s length and severity. Although internal transportation within Bolivia is generally good, access may become difficult during short periods during the rainy season (generally November-March).

(f)(14) The market for our common stock is extremely volatile both as to price and volume; furthermore, our stock is considered to be a “penny stock” under SEC regulations, and such treatment imposes further limitations on the market for our shares

        The public market for our common stock on the OTC Bulletin Board is extremely volatile both as to price and volume. There can be no assurance that the public market will continue, or if it does so continue, that the market will stabilize.

        Rules 15g-1 through 15g-9 promulgated under the Securities Exchange Act of 1934, as amended, impose sales practice and disclosure requirements on NASD broker-dealers who make a market in “a penny stock.” A penny stock generally includes any non-NASDAQ equity security that has a market price of less than US$5.00 per share. Our shares are quoted on the OTC Bulletin Board and as a result are considered to be “penny stocks” subject to these rules. The additional sales practice and disclosure requirements imposed upon broker-dealers may discourage broker-dealers from effecting transactions in our shares, which could severely limit the market liquidity of the shares and impede the sale of our shares in the secondary market.

        Under the penny stock regulations, a broker-dealer selling penny stock to anyone other than an established customer or “accredited investor” (generally, an individual with net worth in excess of US$1,000,000 or an annual income exceeding US$200,000, or US$300,000 together with his or her spouse) must make a special suitability determination for the purchaser and must receive the purchaser’s written consent to the transaction prior to sale, unless the broker-dealer or the transaction is otherwise exempt.

        In addition, the penny stock regulations require the broker-dealer to deliver, prior to any transaction involving a penny stock, a disclosure schedule prepared by the US Securities and Exchange Commission relating to the penny stock market, unless the broker-dealer or the transaction is otherwise exempt. A broker-dealer is also required to disclose commissions payable to the broker-dealer and the registered representative and current quotations for the securities. Finally, a broker-dealer is required to send monthly statements disclosing recent price information with respect to the penny stock held in a customer’s account and information with respect to the limited market in penny stocks.

        The regulations on penny stocks limit the ability of broker-dealers to sell our common stock and thus the ability of purchasers of our common stock to sell their securities in the secondary market. The volatility of the market for our shares and the applicability of the penny stock rules make it less likely that broker-dealers will trade or make a market in our shares, thus reducing liquidity opportunities for our shareholders.

(f)(15) Lack of independent corporate governance

        At the present time, we only have a single director who could be considered “independent” in accordance with the rules adopted by the Securities and Exchange Commission. Consequently, we do not have in-place all of the requirements for corporate governance under the Sarbanes-Oxley Act of 2002. We do not have and cannot offer any assurance that we will be able to identify persons with the necessary expertise who are willing to serve on our board of directors to permit us to have all of the necessary independent committees.

        Our single independent director, together with one of the other directors who is not an employee of Golden Eagle, acts as the Compensation Committee, considering all compensation decisions, reviewing executive performance and making compensation recommendations to the Board of Directors.

        However, we have not held a meeting of our shareholders for more than the past five years, and consequently our shareholders have had no ability to vote for members of our board of directors.

(f)(16) We have raised capital and issued shares during the years ended December 31, 2002, 2003 and 2004, and subsequently which has resulted in dilution to our existing shareholders. This was necessary in order to provide necessary working capital or obtain assets and services, and we will likely issue more shares to raise additional capital or to obtain other services or assets, any of which may result in substantial additional dilution

        During the course of the last three fiscal years and the current fiscal year, we have raised in excess of $18,999,472 of net working capital (after expenses) to finance our business operations and acquisitions. We have raised this capital by issuing shares of common stock and convertible debentures to accredited investors, as consideration for services rendered, and as a portion of the acquisition price for properties we have acquired. In many cases, these issuances were below the then-current market prices and can be considered dilutive to our existing shareholders – both as a reduction of their percentage ownership and because of issuances at prices below the market.

        If we are successful in raising additional working capital, we will likely have to issue additional shares of our common stock at prices that may further dilute the interests of our existing shareholders.

(f)(17) Because we are dependent upon our key personnel for our future success, if we fail to retain or attract key personnel, our business will be adversely affected

        Our future success will depend in significant part upon the continued service of our key technical and senior management personnel, including: Terry C. Turner, our President and Chief Executive Officer; Ronald L Atwood, Ph.D., our Chief Operating Officer; Harlan C. (Mac) Delozier, our Administrative Vice President in Bolivia; and Tracy A. Madsen, our Vice President for U.S. Administration and our Chief Financial Officer. We have not obtained any key man life insurance on the lives of any of our executives.

        We believe that our future success will also depend upon our ability to attract and retain other qualified personnel for our operations. The failure to attract or retain such persons could materially adversely affect our business, financial condition and results of operations.

(f)(18) We are controlled by only a few officers and directors and, consequently, purchasers of our shares will have very little ability to elect or control our management

        Our directors and officers beneficially own more than 21% of the outstanding shares of common stock as of March 15, 2005, and, accordingly, have the ability to exert a significant amount of control in Golden Eagle. As a result, such persons, acting together will have the ability to substantially influence all matters submitted to stockholders for approval, including the election and removal of directors and any merger, consolidation or sale of substantially all of our assets, and to control our management and affairs. Such concentration of ownership may have the effect of delaying, deferring or preventing a change in control, impeding a merger, consolidation or takeover or other business combination involving us or discouraging a potential acquirer from making a tender offer or otherwise attempting to obtain control of our business, even if such a transaction would be beneficial to other stockholders.

(f)(19)     Future sales of our common stock may cause our stock price to decline

        We have a significant overhang of restricted common stock outstanding, consisting of more than 564,361,903 shares as of December 31, 2004. Of those shares, approximately 242,082,391 shares or 45% are eligible for trading under Rule 144. Any effort by insiders or others to sell shares pursuant to Rule 144 may negatively impact the market for our stock and our stock price. Merely the existence of the overhang may adversely impact the price for our shares. We are unable to estimate the amount, timing, or nature of future sales of outstanding common stock. Sales of substantial amounts of our common stock in the public market may cause the stock’s market price to decline.

(f)(20) We have never paid any cash dividends on our common stock and we do not anticipate paying cash dividends on our common or preferred stock in the foreseeable future

        We have never declared or paid a cash dividend on our common stock. We presently intend to retain our earnings, if any, to fund our exploration and development operations and our general and administrative costs, as well as to reduce our debt. Consequently, we do not anticipate paying cash dividends in the foreseeable future.

(f)(21) Provisions in our charter documents could prevent or delay a change in control, which could delay or prevent a takeover

        Our Articles of Incorporation authorize the issuance of “blank check” preferred stock with such designations, rights, and preferences, as may be determined by our Board of Directors. Accordingly, the Board of Directors may, without shareholder approval, issue shares of preferred stock with dividend, liquidation, conversion, voting, or other rights that could adversely affect the voting power or other rights of the holders of our common stock. Preferred stock could also be issued to discourage, delay, or prevent a change in our control.

(f)(22) Provisions in our articles and bylaws provide for indemnification of officers and directors to the full extent permitted by Colorado law, which could require us to direct funds away from our business and properties

        Our Articles of Incorporation and Bylaws provide for indemnification of officers and directors to the full extent permitted by Colorado law, our state of incorporation. We have in the past, and may again in the future, be required to pay judgments, fines, and expenses incurred by an officer or director, including reasonable attorneys’ fees, as a result of actions or proceedings in which such officers and directors are involved by reason of being or having been an officer or director. Funds paid in satisfaction of judgments, fines and expenses may be funds we need for the operation of our business and the exploration and development of our properties, thereby affecting our ability to attain profitability. This could cause our stock price to drop.

(f)(23)     Forward-looking statements may prove to be inaccurate

        In our effort to make the information in this report more meaningful, this report contains both historical and forward-looking statements. All statements other than statements of historical fact are forward-looking statements within the meanings of Section 27A of the Securities Act of 1933, and Section 21E of the Securities Exchange Act of 1934. Because we are a penny stock, we are not subject to the safe-harbor provided by such provisions, but we believe that we are entitled to the protection for forward looking information contained in the judicially-created “bespeaks caution” doctrine, and in SEC Rules 175 and 3b-6. Forward-looking statements in this report are not based on historical facts, but rather reflect the current expectations of our management concerning future results and events.

        The forward-looking statements generally can be identified by the use of terms such as “believe,” “expect,” “anticipate,” “intend,” “plan,” “foresee,” “likely,” “will” or other similar words or phrases. Furthermore, statements that describe our objectives, plans, or goals are, or may be, forward-looking statements.

        Forward-looking statements involve known and unknown risks, uncertainties and other factors which may cause the actual results, performance or achievements of Golden Eagle to be different from any future results, performance and achievements expressed or implied by these statements.

        These factors are not necessarily all of the important factors that could cause actual results to differ materially from those expressed in the forward-looking statements in this Prospectus. Other unknown or unpredictable factors also could have material adverse effects on the future results of Golden Eagle.

Item 7A. Quantitative and qualitative disclosure about market risk

        We do not have any market risk sensitive instruments. Since operations in Bolivia are in dollar denominated accounts, we do not believe that we have any material foreign currency risk. Our principal market risk is due to fluctuating gold prices, which directly affect our revenues. The volatility of the market price for our shares directly impacts our ability to raise the capital we need to continue operations and to finance our operating losses. We manage the volatility of gold prices by holding some of our gold production for sale at a later time when we believe that prices will increase. We have not used futures contracts or other methods of hedging to protect ourselves from price fluctuations, and we have no intention of doing so in the near future.

Item 8. Financial statements and supplementary data

        Please refer to pages F-1 through F-29.

Item 9. Changes in and disagreements with accountants on accounting and financial disclosure

        There were no disagreements with our accountants on any matters of accounting principles, practices or financial statement disclosures during 2004 through the present.

Item 9A Controls and procedures

    (a)        Information required by Item 307

        Evaluation of disclosure controls and procedures. As required by Rule 13a-15 under the Securities Exchange Act of 1934, within the 90 days prior to the filing date of this report, Golden Eagle carried out an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures. This evaluation was carried out under the supervision and with the participation of our principal executive officer as well as our principal financial officer, who concluded that our disclosure controls and procedures are effective.

        Disclosure controls and procedures are controls and other procedures that are designed to ensure that information required to be disclosed in our reports filed or submitted under the Securities Exchange Act are recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in our reports filed under the Exchange Act are accumulated and communicated to management, including our principal executive officer and our principal financial officer, as appropriate, to allow timely decisions regarding required disclosure.

        Changes in internal controls. There were no significant changes in our internal controls or in other factors that could significantly affect these internal controls subsequent to the date of their evaluation.

    (b)        Information required by Item 308

        This disclosure is not yet required.

Item 9B Other information

        Golden Eagle has disclosed all information required to be disclosed in a report on Form 8-K during the fourth quarter of the year covered by this report and subsequently. There is, therefore, no additional disclosure required.

PART III

Item 10. Directors and executive officers of the Ccompany and compliance with section 16(a) of the Exchange

Act.

     (a) and (b) Identification of directors and executive officers

        The following table sets forth certain information concerning our directors and executive officers (including of our subsidiaries) as of March 15, 2005. These people continue to hold the stated positions as of the filing of this report: