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, 2003

[      ]     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)

|                         |                                     
|------------------------ | ------------------------------------
|Colorado                 | 84-1116515                          
|(State of incorporation) | (I.R.S. Employer Identification No.)

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(b) of the Act: | None
|Name of each exchange on which registered:                  | None

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 December 31, 2003
was approximately $55,198,239. This estimate is based on the last sale price per share
($.21 on December 31, 2003) and 262,848,758 shares estimated to be held by non-affiliates.
Total float as of December 31, 2003 was 156,095,710 shares.

At December 31, 2003 there were
462,869,451 shares of common stock outstanding. At March 30, 2004 there were 468,866,633
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

# PARTI

|                                                                                    |                                                     |   
|----------------------------------------------------------------------------------- | --------------------------------------------------- | --
|ITEM 1.                                                                             | BUSINESS DEVELOPMENT                                | 5 
|(a)         General                                                                 |                                                     | 5 
|(b)          Industry Segments                                                      |                                                     | 7 
|(c)         Narrative Description of Business                                       |                                                     | 7 
|(c)(1)    Principal Products                                                        |                                                     | 7 
|(c)(2)    Products and Segments                                                     |                                                     | 10
|(c)(3)    The Sources and Availability of Raw Materials                             |                                                     | 10
|(c)(4)    Importance and duration of patents                                        |                                                     | 10
|(c)(5)    Seasonality of business                                                   |                                                     | 10
|(c)(6)    Our practices relating to working capital                                 |                                                     | 10
|(c)(7)    Dependence on few customers                                               |                                                     | 10
|(c)(8)    Backlog orders                                                            |                                                     | 10
|(c)(9)    Portion of business subject to renegotiation                              |                                                     | 10
|(c)(10)  Competitive conditions.                                                    |                                                     | 11
|(c)(11)  Research and development expenditures.                                     |                                                     | 11
|(c)(12)  Environmental protection legislation                                       |                                                     | 11
|(c)(13)  Employees                                                                  |                                                     | 11
|(d)        Financial Information, Geographic Areas                                  |                                                     | 11
|(e)        Available information.                                                   |                                                     | 13
|(f)         Reports to Security Holders.                                            |                                                     | 13
|(g)        Enforceability of Civil Liabilities Against              Foreign Persons |                                                     | 13
|                                                                                    |                                                     |   
|                                                                                    |                                                     |   
|ITEM 2.                                                                             | PROPERTIES                                          | 13
|(a)       The Cangalli Properties                                                   |                                                     | 13
|(b)       Contract for Exploration and Mining                                       |                                                     | 14
|(c)       Purchase of the Cangalli Properties from UCL                              |                                                     | 14
|(d)       The Tipuani Properties                                                    |                                                     | 14
|(e)       History of the Gold Mining District of Bolivia                            |                                                     | 15
|(f)        Cangalli Reserves                                                        |                                                     | 16
|(g)       The Precambrian Properties                                                |                                                     | 18
|(h)       Buen Futuro                                                               |                                                     | 18
|(i)        Cobra Claim                                                              |                                                     | 19
|(j)        Buen Futuro Reserves                                                     |                                                     | 20
|(k)       Office Leases                                                             |                                                     | 22
|                                                                                    |                                                     |   
|                                                                                    |                                                     |   
|ITEM 3.                                                                             | LEGAL PROCEEDINGS                                   | 23
|                                                                                    |                                                     |   
|ITEM 4.                                                                             | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 23

# PART II

|                                                        |                                                                                        |   
|------------------------------------------------------- | -------------------------------------------------------------------------------------- | --
|ITEM 5.                                                 | MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                               | 23
|(a)      Market Information                             |                                                                                        | 23
|(b)      Holders                                        |                                                                                        | 24
|(c)      Dividends                                      |                                                                                        | 24
|(d)      Securities authorized for issuance             |                                                                                        | 24
|(e)      Item 701 of Regulation SK                      |                                                                                        | 25
|                                                        |                                                                                        |   
|ITEM 6.                                                 | SELECTED FINANCIAL DATA                                                                | 27
|                                                        |                                                                                        |   
|ITEM 7.                                                 | MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS | 28
|(a)        Liquidity and Capital Resources              |                                                                                        | 28
|(a)(1)   Continuing Working Capital Deficit             |                                                                                        | 27
|(a)(2)   Long-term Obligations                          |                                                                                        | 29
|(a)(3)   Property and Equipment                         |                                                                                        | 29
|(a)(4)   Cash flow                                      |                                                                                        | 29
|(a)(5)   Capital Commitments                            |                                                                                        | 31
|(a)(6)   Off Balance Sheet Arrangements                 |                                                                                        | 32
|(b)       Results of Operations                         |                                                                                        | 32
|(b)(1)   Special Non-Cash Impact Due to Options         |                                                                                        | 34
|(c)        Plan of Operations                           |                                                                                        | 35
|(d)        Impact of Inflation and Changing Prices      |                                                                                        | 36
|(e)         Accounting Practices                        |                                                                                        | 36
|(e)(1)   Critical Accounting Policies                   |                                                                                        | 36
|(e)(2)   Effect of New Accounting Pronouncements        |                                                                                        | 38
|(f)         Risk Factors                                |                                                                                        | 39
|(f)(1)    Working Capital                               |                                                                                        | 39
|(f)(2)    Cash Shortages                                |                                                                                        | 40
|(f)(3)    Current Liabilities                           |                                                                                        | 41
|(f)(4)    Curent Liabilities and Litigation             |                                                                                        | 41
|(f)(5)    Potentially Conflicting Fiduciary Obligations |                                                                                        | 41
|(f)(6)    Activities on Our Properties                  |                                                                                        | 41
|(f)(7)    Commencement of Mining Production             |                                                                                        | 41
|(f)(8)    Volatility of Gold and Copper Prices          |                                                                                        | 42
|(f)(9)    Risk of Mining and Exploration Operations     |                                                                                        | 42
|(f)(10)  Absence of Business Combinations               |                                                                                        | 42
|(f)(11)  Independent Consultants                        |                                                                                        | 42
|(f)(12)  Foreign operations are subject to many risks   |                                                                                        | 43
|(f)(13)  Geography and Climate                          |                                                                                        | 43
|(f)(14)  Market Volatility                              |                                                                                        | 43
|(f)(15)  Independent Corporate Governance               |                                                                                        | 44
|(f)(16)  Dilution                                       |                                                                                        | 44
|(f)(17)  Key Personnel                                  |                                                                                        | 44
|(f)(18)  Officers and Directors                         |                                                                                        | 45
|(f)(19)  Stock Sales                                    |                                                                                        | 45
|(f)(20)  Cash Dividends                                 |                                                                                        | 45
|(f)(21)  Change in Control                              |                                                                                        | 45
|(f)(22)  Articles and Bylaws                            |                                                                                        | 45
|(f)(23)  Forward-looking Statements                     |                                                                                        | 45
|                                                        |                                                                                        |   
|ITEM 7A.                                                | QUANTITATIVE AND QUALITATIVE  DISCLOSURE ABOUT MARKET RISK                             | 46
|                                                        |                                                                                        |   
|ITEM 8.                                                 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                            | 46
|                                                        |                                                                                        |   
|ITEM 9.                                                 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                          | 46
|                                                        |                                                                                        |   
|ITEM 9A.                                                | CONTROLS AND PROCEDURES                                                                | 46
|                                                        |                                                                                        |   

# PART III

|                                                                              |                                                                |   
|----------------------------------------------------------------------------- | -------------------------------------------------------------- | --
|                                                                              |                                                                |   
|ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS
                   OF THE COMPANY |                                                                | 47
|(a)(b)  Directors and Executive Officers                                      |                                                                | 48
|(c)       Identification of Significant Employees                             |                                                                | 48
|(d)       Family Relationships                                                |                                                                | 48
|(e)       Business Experience                                                 |                                                                | 48
|(f)        Involvement In Certain Legal Proceedings                           |                                                                | 50
|(g)       Promoters and Control Persons                                       |                                                                | 52
|(h)       Audit Committee Financial Expert                                    |                                                                | 52
|(i)        Audit Committee                                                    |                                                                | 52
|(j)        Shareholder Nomination Procedures                                  |                                                                | 52
|(k)       Compliance with Section 16(a)                                       |                                                                | 52
|(l)        Code of Ethics                                                     |                                                                | 52
|                                                                              |                                                                |   
|ITEM 11.                                                                      | EXECUTIVE COMPENSATION                                         | 52
|(a)(b)   Summary Compensation Table                                           |                                                                | 52
|(c)        Options/SAR Granted                                                |                                                                | 54
|(d)       Option/SAR                                                          |                                                                | 54
|(e)        Long Term Incentive Plan-                                          |                                                                | 54
|(f)        Defined Benefit or Actuarial Plan Disclosure                       |                                                                | 54
|(g)       Compensation of Directors                                           |                                                                | 55
|(h)       Employment Contracts                                                |                                                                | 55
|(i)        Report on Repricing of Options/SARs                                |                                                                | 55
|(j)        Compensation Committee                                             |                                                                | 55
|(k)       Board Compensation Committee Report                                 |                                                                | 56
|(l)        Performance Chart                                                  |                                                                | 57
|                                                                              |                                                                |   
|ITEM 12.                                                                      | SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT | 57
|(a)(b)   Security Ownership                                                   |                                                                | 57
|                                                                              |                                                                |   
|ITEM 13.                                                                      | CERTAIN RELATIONSHIPS AND
 RELATED TRANSACTIONS                | 60
|(a)       Cancellation of Indebtedness                                        |                                                                | 60
|(b)       Grant of Options                                                    |                                                                | 60
|(c)       Loans to the Company from Affiliates                                |                                                                | 60
|(d)       Formation of Bolivian Subsidiaries                                  |                                                                | 62
|                                                                              |                                                                |   
|ITEM 14.                                                                      | PRINCIPAL ACCOUNTANTS FEES AND SERVICES                        | 62
|                                                                              |                                                                |   

# PART IV

|ITEM 15.                                                                                                                         | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K | 63           
|-------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | -------------
|(a)      Financial Statements and Independent Auditors     
      Report                                                         |                                                                 | F-2 and F-3  
|Consolidated Balance
Sheets as of December 31,           2003, 2002 and 2001                                                     |                                                                 | F-4          
|Consolidated Statements
of Operations for the           years ended December 31, 2003, 2002 and 2001                             |                                                                 | F-5          
|Consolidated
Statements of Cash Flows for the           years ended
December 31, 2003, 2002 and 2001                             |                                                                 | F-6          
|Consolidated Statement of Stockholders'
Equity           (Deficit)for the years ended December 31, 2003,           2002 and 2001 |                                                                 | F-7          
|Notes to Consolidated Financial Statements                                                                                       |                                                                 | F-8 thru F-29
|(b)     Exhibits                                                                                                                 |                                                                 | 63           
|(c)     Reports on Form 8-K                                                                                                      |                                                                 | 63           
|Signatures                                                                                                                       |                                                                 | 64           
|                                                                                                                                 |                                                                 |              

---

# 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). However, we have operated in the past through two
other majority-owned subsidiaries, which are discussed below, and from which we
consolidated all of our operations into our wholly owned subsidiary during 2002. When we
use the term we or our in this report, or similar words, we mean
Golden Eagle International, Inc. and its majority-owned or wholly owned subsidiaries. Our
subsidiaries are:

|Name (percent ownership)                                        | Jurisdiction (date) of Organization | Description of Activities                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|--------------------------------------------------------------- | ----------------------------------- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Golden Eagle International, Inc.Bolivia ("GEII Bolivia") (100%) | Bolivia (2001)                      | This  subsidiary  holds all mining
rights  purchased  from the United
Cangalli  Gold Mining  Cooperative
on   July   2,   2002,   and   all
concession  mining rights  granted
by the Bolivian government,  which
are   described   below   in  more
detail.  This  subsidiary  is also
the  owner  of all of our  assets,
having  received  them  from  GEBM
during  2002 in an  effort  by the
company   to    consolidate    all
interests,  assets and  operations
into one wholly owned subsidiary.
|Golden Eagle Bolivia Mining, S.A.
("GEBM") (93%)                | Bolivia (1996)                      | This    subsidiary   is   inactive
following   the  transfer  of  its
rights  to  GEII  Bolivia   during
2002.                                                                                                                                                                                                                                                                                                                                                                                          
|Eagle Mining of Bolivia, Ltd.
("EMB") (84%)                     | Bolivia (1996)                      | This  subsidiary has been inactive
since 2001.                                                                                                                                                                                                                                                                                                                                                                                                                                                          

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 mining properties in Bolivia, including approximately 5,000 acres
known as the Cangalli properties. We had the Cangalli properties under a
25-year exploration and mining contract up until July 2, 2002, at which time we purchased
the properties outright from the United Cangalli Gold Mining Cooperative, Ltd.
(UCL). We own an additional four mining claims in the Tipuani Gold Mining
District totaling 69,000 acres known as the Tipuani properties. The Tipuani
properties surround the Cangalli properties. The Cangalli and Tipuani properties are
located in the Tipuani Gold Mining District, 62 miles north of La Paz, Bolivia.

During
2002, we also acquired four mining claims totaling 125,000 acres in Bolivias
Precambrian Shield 138 miles north of Santa Cruz, Bolivia. These claims are known as the
Precambrian properties. During 2003, we acquired the Buen Futuro mining claim
located squarely in the heart of our landholding in the Precambrian Shield. The Buen
Futuro claim consists of 2,500 acres and contains three well-identified gold/copper ore
bodies. During December 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 adjacent to our other Precambrian properties. The Cobra
claim has proven positive for volcanogenic massive sulphide (VMS) deposits
containing gold and copper, as well as near-surface gold oxide deposits. Our landholdings
in the Precambrian Shield, after some reductions in property in which we were no longer
interested after our exploration and definition efforts, totaled 136,500 acres as of
December 31, 2003.

We
currently have properties in the production, development and exploration stages. And we
have recently 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.

|                                                                                                                                                                  |                                                                                                                        
|----------------------------------------------------------------------------------------------------------------------------------------------------------------- | -----------------------------------------------------------------------------------------------------------------------
|Commonly Used Weights in Gold Exploration                                                                                                                         | Conversion  into  Avoirdupois  Weights  Commonly Used in the United States                                             
|1 troy ounce = 31.1035 grams                       
32.15 troy ounces = 1 kilogram                     
32,150  troy  ounces  = 1000  kilograms  = 1 metric
tonne | 1 troy ounce = 1.097 ounces
14.583 troy ounces = 16 avoirdupois ounces = 1 pound
29,166 troy ounces = 1 avoirdupois ton

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. 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, 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 gold producing operations 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 have extracted from our
Cangalli mining claims as described below. We commenced production and sale of gold in
September 2002, and our only revenues from operations have derived from the sale of the
gold ore. Also as described below, we have announced that our Buen Futuro property has
copper and gold reserves, although we have not started production of any gold or copper
from our Buen Futuro property.

# Gold

Gold Sales.We sold 5,570 ounces of gold in 2003 valued at $1,325,591.
Virtually 100% of gold sales were executed in Bolivia with the exception of a small
quantity of gold that was sold by auction in the US for the purpose of supplementing the
companys humanitarian efforts. 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 ounce on the London Metals Exchange:

|Year                  | High | Low  | Average
|--------------------- | ---- | ---- | -------
|1993                  | $406 | $326 | $360   
|1994                  | 396  | 370  | 384    
|1995                  | 396  | 372  | 384    
|1996                  | 415  | 367  | 388    
|1997                  | 367  | 283  | 331    
|1998                  | 313  | 273  | 294    
|1999                  | 326  | 253  | 279    
|2000                  | 313  | 264  | 279    
|2001                  | 293  | 256  | 271    
|2002                  | 349  | 278  | 310    
|2003                  | 416  | 320  | 363    
|2004 through March 19 | $426 | $391 | $408   

On March 19, 2004, the afternoon
fixing price for gold on the London Metals Exchange was $412.10 per ounce.

Source of Data: Kitco and
Reuters.

# Copper

Copper Production.

To date, we have not produced any
copper. However, subsequent to the 2003 year-end, on February 24, 2004, we estimated
copper reserves on our Buen Futuro property.

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 in each of
the last ten years.

|Year | High  | Low   | Average
|---- | ----- | ----- | -------
|1993 | $1.08 | $.72  | $.87   
|1994 | 1.40  | .78   | 1.05   
|1995 | 1.47  | 1.23  | 1.33   
|1996 | 1.29  | .83   | 1.04   
|1997 | 1.23  | .77   | 1.03   
|1998 | .85   | .65   | .75    
|1999 | .84   | .61   | .71    
|2000 | .91   | .73   | .82    
|2001 | .83   | .60   | .72    
|2002 | .77   | .64   | .71    
|2003 | 1.05  | .70   | .81    
|2004 | $1.36 | $1.07 | $1.17  

Source of Data: London
Metal Exchange

On March 19, 2004, the closing spot
price of high-grade copper on the London Metal Exchange was equivalent to $1.36 per pound.

# Activities at our
Cangalli properties to generate production.

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

|Years                                                             | Production/Inventory (g/oz) | Grade   
g/T (m3) | Revenues                          
|----------------------------------------------------------------- | --------------------------- | ----------------- | ----------------------------------
|1996-1999                                                         | 21,000 g (   675 oz)        | Exploration Stage | $161,000                          
|2000-9/30/2002                                                    | -0-                         | -0-               | $-0-                              
|Fourth quarter, 2002                                              | 43,847 g (1,410 oz)         | .475 (.950)       | $481,620                          
|First quarter, 2003                                               | 36,424 g (1,171 oz)         | .433 (.866)       | $137,196                          
|Second quarter, 2003                                              | 37,841 g (1,217 oz)         | .424 (.848)       | $226,740                          
|Third quarter, 2003                                               | 59,728 g (1,920 oz)         | .317 (.634)       | $631,325                          
|Fourth quarter 2003                                               | 39,246 g (1,262 oz)         | .403 (.806)       | $310,729                          
|Gold in inventory at the end
of the fourth quarter of    
2003(1) | 45,597 g (1,466 oz)         | .394 (.788)       | (Approx. market value)(1) $547,815
|Total Production                                                  | 238,266 g (7,660 oz)        | -0-               | $2,496,425                        

(1)       
          Due to various conditions in the international gold market, or production late
          in the quarter, our Bolivian subsidiary, GEII Bolivia, chose to delay some sales
          and hold the gold in inventory. We recognize revenue when the price is
          determinable, and upon delivery and transfer of title of gold to the customer.
          Gold inventory is stated on the balance sheet at the lower of average cost or
          net realizable value. For the purpose of this chart, on December 31, 2003 we
          held 45,597 grams or 1,466 troy ounces of gold in inventory. Had this inventory
          been sold at 90% of the spot gold market price on December 31, 2003 as it is
          customarily priced on the Bolivian gold market, we would have generated an
          additional $547,815 in revenue during 2003. The 10% reduction in the spot market
          price is calculated for refining, hallmarking, insurance and secured storage, as
          our gold is normally sold as gold concentrates.

We
experienced production delays during the first and fourth quarters of 2003 due to the
rainy season in Bolivia as sterile waste material washed into our open pit operations Over
the operating period since initiating operations on September 30, 2002, we have
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, and subsequent to year-end 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 Golden Eagles studies have shown that the bedded
paystreaks in the paleo-placer conglomerate deposits 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.

The
technique that is being implemented is known as targeted planar subsidence (TPS), in which
the paystreaks will be mined along their plane. Initially, this mining will take place
along a 25-meter work face, and as the work face advances, the roof behind will be 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 anticipate
that if we are able to achieve a higher grade, we will be able to reduce our
cost-per-ounce in production.

Any
further expansion of the Cangalli production capacity and our ability to continue to
operate at a loss will require a capital investment that we do not currently have
available, however, we believe but cannot offer assurance that sufficient funding will be obtained on
commercially-reasonable terms.

This
report includes a significant amount of information about Bolivia and references amounts
in United States dollars. Substantially all of our transactions in Bolivia are reflected
in dollar-denominated amounts and, therefore we do not bear any significant risk of
devaluation or deflation of Bolivian currency. We may, however, be subject to translation risk.

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

As
described above, our principal products are gold (which we are currently producing from
one of our properties) and copper. We are not engaged in any production operations of gold
or copper from our Buen Futuro properties. Our plans for expansion of our operations at
our Cangalli properties and for operations at our Buen Futuro properties are described in
more detail above and in Item 2  Properties, below.

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

As
of December 31, 2003 we required no significant raw materials, other than mine timbers and
routine mining supplies. Our sustained mining operations in Bolivia 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 have always been able to meet our requirements.

# (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 is limited. The impact of rains should lessen as
we move from open pit mining to underground mining.

(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
sell our ore to third parties.

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

Gold
is our primary product and we are not dependent on a few major customers. Bolivia has a
robust gold market and the product is principally consumed domestically in the manufacture
of 18 karat gold jewelry for later export to the European and Indian markets. Selling our
raw gold into the local Bolivian market eliminates several security-related problems
associated with storage and shipping gold to foreign markets. Should we for some reason be
unable to sell gold in Bolivia, it can easily be sold in other international markets.

# (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 mining industry. Many
of our competitors are companies with significantly greater financial and personnel
resources, as well as technical expertise, than have we. 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 mining 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
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 our
operations at Cangalli, Bolivia, and intend to maintain those permits in good standing. 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.

# (c)(13) Employees.

At
December 31, 2003, we directly employed 38 full-time employees in our head offices in Salt
Lake City, Utah, our administrative offices in La Paz, Bolivia, our administrative field
offices in Cangalli, Bolivia, and our mine and plant in Cangalli, Bolivia. We also employ
approximately 55 temporary miners and laborers at our mine and plant in Cangalli, Bolivia.
From time-to-time, our workforce of temporary workers has numbered more than 200 to
accomplish specific projects. In addition, we continue to employ consultants and
advisors to provide assistance to management and operations as required.

# (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 Boliviansubsidiaries as of
December 31, 2003 compared with the same period in 2002.

|Bolivian Subsidiaries             | Years ended      
|--------------------------------- | -----------------
|                                  | December 31, 2003
|Revenues                          | $1,325,591       
|Production costs                  | (962,910)        
|Production taxes                  | (172,252)        
|Exploration and development costs | (200,000)        
|General and administrative        | (539,913)        
|Depreciation and depletion        | (138,423)        
|Operating loss                    | (687,908)        
|Interest expense                  | -                
|Other income (loss)               | -                
|Net (loss)                        | $(687,908)       

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

100%
of our revenue is generated by our Bolivian subsidiaries. Revenue, production costs and
production taxes are exactly the same for our Bolivian subsidiaries as they are in the
consolidated statement of operations. Exploration and development costs in our
subsidiaries are significantly less, as most of our exploration and development costs are
paid in common stock to consultants, which is issued out of the corporate division.
Exploration and development costs did increase in the subsidiary to $200,000 in 2003 from
$100,458 in 2002. The $200,000 in 2003 is the result of expensing of development costs relating to
mine expansion at Cangalli. This expensing was required due to the fact that we have been
classified as an exploration company up until the fourth quarter of 2003. As an
exploration company all mine development costs must be expensed. As we have now issued
reserves on the Cangalli property we may now be able to capitalize some mine development
costs in the future. General and administrative costs in our Bolivian subsidiaries
declined to $539,913 in 2003 from $729,497 in 2002 and depreciation increased to $138,423
in 2003 from $81,048 in 2002. This increase was attributable to increased purchases of
mine and plant equipment relating to the mine expansion. The subsidiary general and
administrative expenses were approximately 20% of the consolidated total administrative
expenses of $2,594,692. The subsidiary operating loss remained relatively constant at
$687,908 in 2003 compared to $681,151 in 2002. While the subsidiary accounts indicated no
other income or expense in 2003 we did recognize other income of $238,108 in 2002. The
majority of this income was the result of a legal settlement during 2002. As a result, our
Bolivian subsidiaries had a net loss in 2002 of $687,908 as compared to $492,906 net loss
in 2002. As production increases we anticipate that we will begin to benefit from our
economies of scale and eventually reach a break-even point both in the Bolivian
subsidiaries and in the overall consolidated company.

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,
2003, compared with the same period in 2002.

|US Corporate Activities           | Years ended      
|--------------------------------- | -----------------
|                                  | December 31, 2003
|Revenues                          | (1)$-            
|Production costs                  | -                
|Production taxes                  | -                
|Exploration and development costs | (2)(906,185)     
|General and administrative        | (3)(2,054,779)   
|Depreciation and depletion        | (16,430)         
|Non-cash stock option comp.       | -                
|Operating loss                    | (2,977,393)      
|Interest expense                  | (2,909,462)      
|Other income (loss)               | 55,708           
|Net (loss)                        | $(5,831,146)     

# This data only represents the US Corporate  activities.  For complete financial
information see Item 7., Management's  Discussion and Analysis of Financial
Condition and Results ofOperations

| | (1) | All revenue is generated by our Bolivian subsidiaries; accordingly there are no
               production costs allocated or production taxes paid by our US corporate entity.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Exploration and development costs increased on a US corporate level to $906,185
               in 2003 from $157,028 in 2002. All stock issuances are accounted for on a
               corporate basis even though they may have been issued to consultants or
               employees in Bolivia. During 2003 we issued $691,809 in stock to pay
               consultants, metallurgists geologists and contractors for exploration and
               development work on both the Cangalli properties and the Precambrian properties.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | General and administrative expenses remained constant at $2,054,779 in 2003 from
               $2,042,965 in 2002. Included in general and administrative expenses is stock
               issued for services to consultants, and employees both in the US and in Bolivia.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (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

# (a) The Cangalli
Properties.

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.

(b)    
          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 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.

(c)    
          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 properties. 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 to complete the purchase. The UCL debt has now been paid down
to $93,871. These shares were issued for investment purposes pursuant to exemptions from
registration found in Sections 4(2) and 4(6) 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 Coop member. This
distribution was accomplished pursuant to the provisions of Regulation S, which allows
offshore distributions to those who are non-residents of the United States, and which
prevents the shares from flowing back into the United States markets for at least one
year. After the expiration of the one-year holding period, the shares may only be traded
in the United States markets pursuant to the requirements of Rule 144, promulgated under
the Securities Act of 1933. During 2003, an additional 133,000 shares of Golden Eagle
stock valued at $22,610 were issued to UCL members 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 these properties in perpetuity.

(d)       
          The Tipuani Properties.

In November 1999 and October 2000, we
acquired four mining claims in the Tipuani Gold Mining District, surrounding our Cangalli
properties, 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.

Subsequent
to the 2003 year-end, 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 have reduced our landholdings in the
Tipuani Gold District from 74,000 acres (116 square miles) to 49,000 acres (77 square
miles). Concession patent fees were considerably reduced, however we do not believe that
any decrease has resulted from its original expectations of mineralized material on its
properties. We now have a more focused approach to its exploration activities in the
paystreaks in the paleochannel found on its gold concessions in the area.

We
received an investment of $1.3 million in early 2002 to initiate a scaled-down version
(1,000 tonnes per day) of Dr. Ronald L Atwoods projected 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 have projected that once we
have reached 3,500 tonnes per day on a sustained basis, our Cangalli gold operation
will reach and surpass the break even point, and will enter into a sustained positive cash
flow. While we have reached full capacity of 3,500 tonnes per day on a limited basis, we
have been unable to continue to produce at that level as a result of weather delays during
the fourth quarter of 2003 and subsequently. We did experience production delays during
the first and fourth quarters of 2003 due to the rainy season in Bolivia as sterile waste
material washed into our open pit operations.

(e)    
          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.

# (f) Cangalli Reserves

On
February 24, 2004, we announced that we had estimated proven and probable gold reserves on
our Cangalli mining concessions 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. 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 with them.

Based on the reserve report, we
estimated the following:

Gold Reserves

|                                 |               |           |                                               |                                                        |           |                     |                                                 |          |                    
|-------------------------------- | ------------- | --------- | --------------------------------------------- | ------------------------------------------------------ | --------- | ------------------- | ----------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Open Pit | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Open Pit in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Open Pit in tonnes | g/t Gold | Troy Ounces of Gold
|Total                            | 613,000       | 0.47      | 9,226                                         | 299,000                                                | 0.47      | 4,500               | 314,000                                         | 0.47     | 4,726              

|                                    |               |           |                                               |                                                           |           |                     |                                                    |          |                    
|----------------------------------- | ------------- | --------- | --------------------------------------------- | --------------------------------------------------------- | --------- | ------------------- | -------------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Underground | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Underground in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Underground in tonnes | g/t Gold | Troy Ounces of Gold
|Total                               | 38,000        | 3.73      | 4,574                                         | 19,000                                                    | 3.73      | 2,287               | 19,000                                             | 3.73     | 2,287              

As used in the preceding table,

| | proven
(or measured) reserves are reserves for which: (a) quantity is computed from dimensions
revealed in outcrops, trenches, workings or drill holes; grade and/or quality are
computed from the results of detailed sampling; and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so well
defined that size, shape, depth and mineral content of the reserves are well-established;
and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | probable
(or indicated) reserves are reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven (measured) reserves, but the
sites for inspection, sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for proven
(measured) reserves, is high enough to assume continuity between points of observation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
in-place proven and probable gold reserves total an in situ metal quantity of 13,800 troy
ounces. As stated in the reserve report, mining losses are estimated to be approximately
5%, and metallurgical losses are also estimated to be 5%, qualifying the in-place reserves
pursuant to Industry Guide 7, and decreasing the quantity of metal to 12,420 troy ounces
recoverable.

Golden
Eagles Cangalli mining concessions in the Tipuani Gold District 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 paystreaks, or
horizontal bedded layers within the cemented conglomerate. These gold bearing paystreaks,
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
site. This underground mine has contributed ore to the 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
paystreaks 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. The technique that is being
implemented is known as targeted planar subsidence (TPS), in which the paystreaks will be
mined along their plane. Initially, this mining will take place along a 25-meter work
face, and as the work face advances, the roof behind will be allowed to collapse, or
subside, in a controlled manner similar to longwalling now being used in the coal
industry.

Based
on the reserve report, Golden Eagle proposes to develop the proven and probable open pit
reserves in its ongoing operation, mining at a rate of 3,000 tonnes per day. With respect
to our underground operation, we expect to mine and process 375 tonnes per day during the second quarter
2004 from our projected mining technique focused on our higher-grade paystreaks.
Golden Eagle expects to process and recover all of the gold from both the open pit and
underground mine through our existing plant.

Golden
Eagle estimates that no further investment will be necessary to process and mine the
proven and probable gold reserves in the open pit due to the fact that we are currently in
operation there and have the required equipment. However, the underground operation was
estimated in the report to require a $500,000 investment to build out the infrastructure
to implement the projected mining method. We have already invested $400,000 of that
requirement, which we received from accredited investors, or from our current operations
in Cangalli. We do not foresee any obstacle to raising the additional $100,000 to finish
the underground build out. Even though we are in production, as we have reported in our
required reports under the Securities Exchange Act of 1934, we continue to have working
capital shortages and cash flow difficulties that we are striving to remedy.

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 $400 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.

Golden
Eagle has received all of it permits to operate in Cangalli regarding the environment, the
use and transport of explosives, forestry issues and the use and transport of controlled
substances in the mining industry. Golden Eagle also believes that it will be able to
comply in the future with all requirements in those governmental permits, particularly for
environmental protection and worker health and safety.

# (g) The Precambrian
Properties

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 for investment purposes pursuant to exemptions from registration
found in Sections 4(2) and 4(6) of the Securities Act of 1933, and Regulation S. The size
of our landholding 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 properties.

We
pay $54,600 per year to the Bolivian government in mining patent fees for our Precambrian
Properties. 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.

These
properties were explored by our geologists and were found to be highly prospective for
extensive near surface gold mineralization and deeper mineralized volcanogenic massive
sulphides (VMS) systems potentially containing gold and copper.

# (h) Buen Futuro

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 heart 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
claims, are just part of a much larger trend of VMS clusters than runs both north and
south onto Golden Eagles 125,000 acres. Dr. Michael H. Biste, a well-known geologist
who is an expert on Bolivias Precambrian Shield, carried out exploration work over a
10-year period that identified two sizeable additional VMS exploration targets on Buen
Futuro and three more similar targets on our concessions. However, this series of
exploration targets, which we have characterized as the Ascension Gold-Copper
Trend, is identifiable on Golden Eagles property for at least 10 miles.

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.

Golden
Eagle purchased the Buen Futuro concession from Celia Calla de Arraya, a Bolivian, who is
the mother in law of Dr. Michael H. Biste, in June 2003, with subsequent contractual
amendments in December of 2003, in exchange for 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:

|               | Cash     | Shares (Value)
|-------------- | -------- | --------------
|March 2005     | $100,000 | $25,000       
|September 2005 | $100,000 | $75,000       

The
Buen Futuro VMS mineralization was initially identified ten years ago 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.

Under
the agreement with Mrs. Calla de Arraya and Dr. Biste, Golden Eagle undertook several
obligations. These obligations included:

| | Our
agreement to maintain an exploration program to replace mineral reserves as they are
depleted through mining as long as the potential for feasible mineral reserves continues
on the ore deposits found within the Buen Futuro concession.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
agreement to invest $1 million in exploration by the end of June 2006. Golden Eagle has
expended approximately $75,000 to date and (subject to financing) it expects to meet that
commitment by the end of 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
agreement to enter into mineral production on the Buen Futuro concession by May 23, 2005,
and to expend a minimum of $2,000,000 to initiate that production. To date, Golden Eagle
has not met this commitment, and its ability to do so will be dependent on additional
financing.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

There
are no stated penalties for failure to comply with these commitments, but we intend to use
our best efforts to comply. The initial build out of the gold plant and other
infrastructure improvements will require a capital investment of about $6,000,000.

# (i) Cobra Claim

On December 22, 2003, we announced
that we had completed the highly strategic 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 current 127,500-acre landholding.

Golden
Eagle secured the Cobra claim through a Bolivian mining petition and only had to pay
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.

# (j) Buen Futuro Reserves

Subsequent
to our 2003 year-end, we estimated proven and probable gold reserves, and proven and
probable copper reserves, on our Buen Futuro mining concession located in the Precambrian
Shield of eastern Bolivia. Those reserves were estimated by Michael H. Biste, Ph.D, an
independent economic geologist and consultant in 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 an unrelated 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 has 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
          indicates 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.

Gold Reserves

|                     |                        |           |                                               |                                                     |           |                     |                                              |          |                    
|-------------------- | ---------------------- | --------- | --------------------------------------------- | --------------------------------------------------- | --------- | ------------------- | -------------------------------------------- | -------- | -------------------
|Proven and 
Probable | Ore in 000's of
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
000's of tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in 000's of tonnes | g/t Gold | Troy Ounces of Gold
|Total                | 2,528                  | 1.03      | 83,175                                        | 1,577                                               | 1.12      | 56,585              | 951                                          | 0.89     | 27,328             

Copper Reserves

|                     |                        |           |                                                 |                                                     |           |                              |                                              |          |                             
|-------------------- | ---------------------- | --------- | ----------------------------------------------- | --------------------------------------------------- | --------- | ---------------------------- | -------------------------------------------- | -------- | ----------------------------
|Proven and 
Probable | Ore in 000's of
tonnes | % 
Copper | Fine Tonnes
of Copper    
(proven and
probable) | Proven     
Reserve    
only Ore in
000's of tonnes | % 
Copper | Fine tonnes
of Copper        | Probable Reserve only Ore in 000's of tonnes | % Copper | Fine tonnes of Copper       
|Total                | 2,162                  | 1.72      | 37,205 (82 million pounds)                      | 1,137                                               | 1.85      | 21,025 (46.4 million pounds) | 1,025                                        | 1.58     | 16,153 (35.6 million pounds)

As used in the preceding table,

| | proven
(or measured) reserves are reserves for which: (a) quantity is computed from dimensions
revealed in outcrops, trenches, workings or drill holes; grade and/or quality are
computed from the results of detailed sampling; and (b) the sites for inspection,
sampling and measurement are spaced so closely and the geologic character is so well
defined that size, shape, depth and mineral content of the reserves are well-established;
and
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | probable
(or indicated) reserves are reserves for which quantity and grade and/or quality are
computed from information similar to that used for proven (measured) reserves, but the
sites for inspection, sampling and measurement are farther apart or are otherwise less
adequately spaced. The degree of assurance, although lower than that for proven
(measured) reserves, is high enough to assume continuity between points of observation.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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 $6,000,000. Golden Eagle estimates that more than $12,000,000
will be necessary for construction of the copper plant and mining expansion. 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. As stated in its reports
filed under the Securities Exchange Act of 1934, Golden Eagle has working capital
shortages and cash flow difficulties.

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 $400 per
          troy ounce of gold and $1.30 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.

# (k) Office Leases

Our
executive office in the United States is located at 12401 South 450 East, Bldg. 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 currently lease the offices on a
month-to-month basis for the same rate.

In
June 2003, we entered into a two-year office lease at Av. 16 de Julio, No. 1525, Edif.
Mutual La Paz Penthouse in La Paz, Bolivia. These offices are in the heart of the La Paz
business district in the city center and consist of 2,500 square feet at a cost of $1,700
per month, with no escalation during the term of the lease.

Golden
Eagles operating subsidiary, GEII Bolivia, owns the mining and processing equipment
which is located on the Cangalli properties under its control, or at its warehouse in El
Alto, Bolivia, 15 kilometers from its La Paz offices. 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 one Caterpillar 933
front-end loader, 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.

# Item 3. Legal Proceedings

At
year-end 2003 there were no actual or threatened legal proceedings against Golden Eagle,
any Officer, Director or affiliate. Subsequent to the 2003 year-end, in January 2004, a
lawsuit was initiated against Golden Eagle relating to stock transactions occurring in
1996 between a former officer and a stockbroker. The matter is filed in the District Court
for the City and County of Denver, Colorado, and is entitled: Geiger v. Golden Eagle
International, Inc. and Ronald A. Knittle, Civ. No. 03CV9390. On March 2, 2004, we
filed a Motion to Dismiss plaintiffs complaint in which we state that
plaintiffs claims are barred by the statute of limitations, or are barred based on
the doctrine of issue preclusion because those issues were previously decided against the
plaintiff by an administrative law judge in a case brought against Mr. Geiger and others
by the SEC: In Re Kirby, Release No. 8174 Admin. Proc. File No. 3-9602 (2003).
Golden Eagle does not believe that plaintiffs complaint has merit and further
believes that the matter as to Golden Eagle will be dismissed, or in the alternative,
Plaintiff will not prevail.

# Item 4. Submission of
Matters to a Vote of Security Holders

None

# PART II

# Item 5. Market for
Golden Eagles Common Equity and Related Stockholder Matters

# (a) Market Information

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

Our
common stock has been the subject of significant rumor and innuendo published by
unaffiliated parties on the Internet and in other media. We believe that these rumors have
had an impact on the market for our common stock. We do not, and legally cannot, respond
to each rumor, and must advise our shareholders, and potential shareholders, to
investigate the source of any statement with respect to Golden Eagle before relying upon
that statement. We encourage investors and potential investors to view our website at
www.geii.com for the latest information on the company.

There
is a significant amount of our restricted stock overhanging the over-the-counter market,
although no person may sell restricted stock into the over-the-counter market without
first complying with the requirements of Rule 144. Oftentimes, shareholders wishing to lift the
restriction on their restricted shares and sell them in the market file Form 144 with the
SEC and their names appear on the Insiders Trading List. These shareholders
are not necessarily insiders in the sense that they have some inside
information regarding our business. Any person reviewing the Insiders Trading
List should review whether the seller is an officer, director, affiliate or control
person, who would genuinely have some inside information before concluding
that the trade is being carried out by an insider.

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 2003 was 553,048
shares traded per trading day. During 2003 a total of 273,391,000 shares were traded.
Subsequent to our 2003 year-end, our trading volume has averaged over 900,000 shares
traded per day.

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.

|2002           | Low Bid | High Bid | Average Daily Volume
|-------------- | ------- | -------- | --------------------
|First Quarter  | $.045   | $.135    | 185,058 shares      
|Second Quarter | $.10    | $.185    | 538,813 shares      
|Third Quarter  | $.10    | $.309    | 720,865 shares      
|Fourth Quarter | $.24    | $.284    | 500,605 shares      
|Total 2002     | $.10    | $.309    | 486,335 shares      

|2003           | Low Bid | High Bid | Average Daily Volume
|-------------- | ------- | -------- | --------------------
|First Quarter  | $.17    | $.263    | 427,926 shares      
|Second Quarter | $.157   | $.185    | 316,761 shares      
|Third Quarter  | $.145   | $.235    | 678,366 shares      
|Fourth Quarter | $.145   | $.235    | 789,138 shares      
|Total 2003     | $.145   | $.263    | 553,048 shares      

It
should be noted that, in some cases, these prices may have been established with a very
low trading volume. As a result, a small trading volume may create a significant price
fluctuation.

# (b) Holders

As
of December 31, 2003, there were approximately 1,187 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 462,869,451
shares as of December 31, 2003. In addition, we are authorized to issue 10,000,000
preferred shares. We have not issued any shares of preferred stock.

# (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.

We
have no equity compensation plans, as reflected in the following table as of December 31,
2003. As discussed below, we have compensated our officers, directors, and consultants
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.

|Equity Compensation Plan Information(1)                   
|----------------------------------------------------------
|Plan Category and Description                             
|Equity compensation plans approved by security holders    
|Equity compensation plans not approved by security holders
|Total                                                     

# (e) Item 701 of
Regulation SK  Recent Sales of Unregistered Securities

Item
701 requires disclosure of all equity securities sold by Golden Eagle during 2003 and
subsequently that were not registered under the Securities Act of 1933 (the 1933
Act). During 2003 and subsequently, we sold unregistered securities in three
categories in reliance on the exemption from registration provided by Sections 4(2) and
4(6) of the 1933 Act, and Regulation S under the 1933 Act.

|>> | Restricted
common stock sold to accredited investors for cash, most of whom were pre-existing
shareholders;
|-- | -----------------------------------------------------------------------------------------------------------

|>> | Restricted
 common  stock  sold to  accredited  investors  for  services  or  other  non-cash
 consideration,  or in  offshore              
              transactions;
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|>> | Conversion
of debentures to common stock.
|-- | -----------------------------------------

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

We
provided or offered to provide every investor or convertible debenture purchaser
disclosure of every aspect of our business, including information available through our
web site, www.geii.com, such as the following:

|o | Our
reports filed with the Securities and Exchange Commission,   and
|- | --------------------------------------------------------------------
|o | Our press releases,                                                 
|o | Access
to our auditors,and                                          
|o | Other financial, business and corporate information.                

Based
on our conversations with, disclosures to, and exchange of information with, each of the
accredited investors and convertible debenture purchasers, we believe that each understood
the risks associated with purchasing 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: In every case, we disclosed that the proceeds from the sales of our common
stock or convertible debentures for cash, services or other consideration, would go toward
our 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
2003, Golden Eagle used its common stock directly to raise capital and to satisfy some of
its obligations.

| | We
issued a total of 23,697,207 restricted common shares for cash to affiliated and
unaffiliated, accredited investors, the majority of whom were existing shareholders, at
between $.08 and $.15 per share, to raise $2,149,887.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
also issued an additional 8,297,073 shares of common stock valued at $1,394,944, based on
the prevailing market price of $.12 to $.255 for our shares on the date of issuance, in
exchange for services provided.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
issued 4,362,562 shares at prices from $.14 to .217 valued at $691,809 consultants for
exploration and development on our Cangalli and Pre Cambrian properties.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
addition, 12,264,456 shares were issued upon the exercise of stock options that were
expensed during 2002.
| | -------------------------------------------------------------------------------------------------------------

| | During,
2003, an additional 133,000 shares of common stock were issued to the various owners of
the UCL cooperative to satisfy additional claims related to the acquisition of the
Cangalli mining property at $.17 per share in the amount of $22,610.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
also issued 456,204 shares at a price of $.164 per share for the acquisition of the Buen
Futuro mining claim valued at $75,000.
| | ----------------------------------------------------------------------------------------------------------------------------------

| | We
issued 11,246,956 shares of common stock at prices from $.03 to $.19 per share to
individuals in exchange for accrued interest of $902,925 on debentures and notes payable
and issued 131,188,354 shares ranging from $.03 and $.19 to individuals for the
conversion of the principal amount of debentures and notes payable to common stock valued
at $4,465,387.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

These offers and sales 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 funds
received from these investors were used to satisfy a portion of Golden Eagles
working capital obligations associated with its exploration, evaluation, plant
construction and mine development activities in Bolivia.

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

|            | Number of Shares | Dollar Amount | Per share price @ | Consideration        | Securities
|----------- | ---------------- | ------------- | ----------------- | -------------------- | ----------
|2003        |                  |               |                   |                      |           
|1st quarter | 5,034,174        | $525,351      | $.10 to $.15      | Cash                 | Common    
|            | 12,264,456       | 2,281,189     | $.186             | Stock Option         | Common    
|            | 2,832,083        | 546,071       | $.12 to $.255     | Service              | Common    
|            | 234,000          | 50,310        | $.215             | Exploration          | Common    
|            | 100,000          | 23,500        | $.235             | Financing            | Common    
|            |                  |               |                   |                      |           
|2nd quarter | 4,661,666        | 420,550       | $.09 to $.10      | Cash                 | Common    
|            | 2,131,667        | 339,820       | $.16 to $.18      | Service              | Common    
|            | 2,000,000        | 330,000       | $.165             | Exploration          | Common    
|            |                  |               |                   |                      |           
|3rd quarter | 6,720,706        | 544,703       | $.08 to $.09      | Cash                 | Common    
|            | 868,823          | 147,700       | $.16 to $.18      | Service              | Common    
|            | 116,855,400      | 3,703,774     | $.03 to $.16      | Debenture (2)        | Common    
|            | 133,000          | 22,610        | $.17              | Property UCL (1)     | Common    
|            |                  |               |                   |                      |           
|4th quarter | 7,280,661        | 659,300       | $.08 to $.11      | Cash                 | Common    
|            | 2,464,500        | 361,353       | $.145 to $.217    | Service              | Common    
|            | 2,128,562        | 311,499       | $.162 to $.21     | Exploration          | Common    
|            | 25,579,910       | 1,664,538     | $.03 to $.19      | Debentures/Notes (2) | Common    
|            | 456,204          | $75,000       | $.164             | Property             | Common    
|            |                  |               |                   |                      |           

| | 
| | 

| | (1)   The
UCL distributed these shares to individual members, all of whom are           Bolivian
citizens and residents, but none of whom were accredited investors.           Each of the
UCL members acknowledged in writing receipt of information regarding           Golden
Eagle and the restricted nature of the shares that each received.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
price paid for the common stock is based on the market price of our common stock as
reported from time-to-time on the OTCBB and, therefore, fluctuates. The conversion price
of the debentures was negotiated with the accredited investors who acquired the
debentures.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 
| | 

| | (2)   All
outstanding convertible debentures were converted to common stock as of
          December 31, 2003. The debenture agreements entered into by the debenture
          holders between 2000 and 2002 specified an interest rate between 10% and 12%
and           were convertible to common stock at any time at a rate of $.03 per share on
all           outstanding principal and accrued interest. All debenture holders had the
option           to continue to receive interest until the maturity dates of their notes,
which           ranged from 2004 to 2006. Each debenture holder agreed to convert his or
her           debentures during 2003 and as such may forfeited interest to which he or
she may           have been entitled to in the future in order to convert during 2003.
The           potential savings to the Company was approximately $351,644 and 11,721,484
          shares over the next three years.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 6. Selected
Financial Data.

|Selected Financial Data       | 2003        | 2002         | 2001         | 2000         | 1999        
|----------------------------- | ----------- | ------------ | ------------ | ------------ | ------------
|Gold Sales                    | $1,325,591  | $481,620     | $-           | $876         | $6,271      
|Net (loss)                    | (6,519,054) | (12,272,389) | (2,617,066)  | (1,817,041)  | (1,774,827) 
|Net (loss) per diluted share  | (.02)       | (.05)        | (.01)        | (.01)        | (.02)       
|Dividends per diluted share   | -           | -            | -            | -            | -           
|Total assets                  | 3,571,879   | 3,064,258    | 1,801,306    | 1,294,087    | 960,339     
|Current liabilities           | 2,271,367   | 3,700,738    | 3,897,508    | 4,516,062    | 4,664,376   
|Long term liabilities-gross   | 300,000     | 3,836,325    | 2,065,000    | 975,000      | -           
|Stockholders equity (deficit) | $1,000,512  | $(4,839,093) | $(4,161,202) | $(4,196,975) | $(3,704,037)
|                              |             |              |              |              |             

|(1) | The accompanying 2001 selected financial data has been restated to reflect
          the non-cash intrinsic value and amortization of the beneficial conversion
          feature of debentures payable. Because the beneficial conversion feature relates
          to our debt, the amortization of the beneficial conversion feature is recorded
          as if it was additional interest expense on the debt. The effect of the
          adjustment is to increase interest expense and additional paid-in capital by
          $425,385 as of December 31, 2001 and for the year then ended. The further result
          of the adjustment is to increase the net loss reported by $(425,385) for the
          year ended December 31, 2001. The adjustment is non-cash in nature and does not
          represent a liability to us. Related loss per share amounts for the period did
          not change and remain at $(0.01).
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# 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, the
principal factor that has impacted our ability to conduct exploration and development
activities on our properties in Bolivia for more than the past three fiscal years 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 mineral properties 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 properties and to acquire and maintain our other
properties, 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
currently. As a result of equity and debt financing, we have paid our bills through the
present (with the exception of an obligation to a significant shareholder who has been
willing to extend the maturity dates of her obligation).

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  2003 and 2002

# (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, 2003 and 2002.

|Years Ended               | December 31,
|------------------------- | ------------
|                          | 2003        
|Current Assets            | $609,973    
|Current Liabilities       | 2,271,367   
|Working Capital (Deficit) | $(1,661,574)

Although
our current assets remained approximately the same, we had significantly less cash,
accounts receivable and prepaid expenses at December 31, 2003 than at the end of the prior
year. Our current assets were benefited at December 31, 2003 by $318,641 of gold we held
in inventory at that date  compared to no gold inventory at the end of 2002. (Had
this inventory been sold at 90% of the spot gold market price on December 31, 2003 as it
is customarily priced on the Bolivian gold market, we would have generated an additional
$547,815 in revenue during 2003, $230,000 more than the carrying value of the inventory on
our balance sheet.)

The
significant benefit to our working capital during 2003 resulted from a $1,500,000
reduction in our current liabilities. We used a significant portion of our cash flow to
pay down our accounts payable, which were $91,500 at December 31, 2003 as compared to
almost $429,000 at the end of 2002. More significantly, however,

| | we
reduced our obligations to related parties (loans to related parties and related party
payable) by approximately $715,000, and
| | ---------------------------------------------------------------------------------------------------------------------------------

| | we
reduced accrued interest payable by approximately $330,000.
| | --------------------------------------------------------------

In both
cases, we used our capital stock to repay debt in lieu of cash. We converted a note
payable to a related party with past due interest of $436,293 and a principal amount of
$629,062 into 5,607,129 restricted common shares at $.19 per share (the closing price on
the day prior to conversion). The conversion was completed in order to reduce the amount
of related party debt on our balance sheet and to eliminate future interest accruals on
the obligation. $450,000 still remains owing to Mrs. Betty Seydler, and interest is
accruing on that obligation at the rate of 10.5% per annum.

We
also owe past-due salary obligations to our president, Terry C. Turner. During 2003, Mr.
Turner waived $36,457 (on December 31, 2001, he had waived $443,772 accrued salary without
any consideration from Golden Eagle). As a result of this 2003 waiver, Golden Eagle
continues to owe Mr. Turner of $516,783 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 $516,783. The receivable and payable are netted out to a zero balance and do
not appear on our balance sheet.

Another
principal reason for the reduction of our working capital deficit during the 2003 fiscal
year were:

| | Receipt
(and expenditure) of more than $2,000,000 from the sale of our common stock to accredited
investors, which funds permitted us to reduce accounts payable and other short-term
obligations (thus improving working capital); and
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Receipt
of more than $1,325,000 of revenues from sales of gold produced from our Cangalli
property, which we believe is now on a positive cash flow basis.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------

We
are now able to use the excess funds generated by our Cangalli mine to finance a portion
of our other Bolivian operations. While these funds are not substantial at the current
time, we are hopeful that with the end of the rainy season and commencement of underground
operations, we will be able to increase our revenues and the positive cash flow from the
Cangalli operations during 2004 and beyond.

Even
with the positive effects of reducing our current liabilities and increasing our cash
flow, we have to 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.

# (a)(2) Long-term
obligations

During
the 2003 fiscal year, our long-term obligations dramatically improved as compared to our
2002 fiscal year, as reflected in the following table:

|Years Ended                       | December 31,
|--------------------------------- | ------------
|                                  | 2003        
|Contract payable (net of current) | $300,000    
|Convertible Debentures payable    | -           
|Beneficial interest discount      | $-          

The
contract payable relates to the purchase of the Buen Futuro mine. The current portion (a
$25,000 current liability) is due in June 2004. The balance is due in 2005 and beyond.

The
most significant improvement in our balance sheet was due to the issuance of our shares
for the repayment of all of our outstanding convertible debentures. During 2003, we issued
142,435,310 common restricted shares to four debenture holders in order to convert
debentures with a principal balance of $3,836,325 and accrued interest of $466,632. All
debenture holders had the option to continue to receive interest until the maturity dates
of their notes, which ranged from 2004 to 2006. Each debenture holder agreed to convert
their debentures during 2003 and as such may have forfeited interest to which they may
have been entitled to in the future in order to convert during 2003. The potential savings
to the company was approximately $351,644 in interest expense and the resulting 11,721,484
shares that would have been issued at conversion over the next three years.

# (a)(3) Property and
Equipment

During
2003, we increased our property and equipment by approximately $600,000 as compared to the
amount on our balance sheet at December 31, 2002, and accumulated depreciation also
increased during 2003 by an additional $150,000, as described in the following table:

|Years Ended                           | December 31,
|------------------------------------- | ------------
|                                      | 2003        
|Mining equipment                      | $1,159,448  
|Mining properties                     | 2,086,575   
|Other (office, vehicles and aircraft) | 264,971     
|Accumulated depreciation              | $(548,907)  

Much
of the increase was due to expenditures made to increase production on our Cangalli
properties. We anticipate that our investment in property and equipment will continue to
increase in future years to the extent we have the capital resources necessary to acquire
the property and equipment necessary to continue and expand our planned operations.

The
other principal change to property and equipment resulted from the acquisition of the Buen
Futuro property at a capitalized cost of $425,000. We also capitalized some mine plant
development costs for the plant on our Cangalli properties. In 2002 we completed the
acquisition of our Cangalli properties at a capitalized cost of $962,060. A portion of the
purchase price for the Buen Futuro properties was paid through the issuance of 456,204
shares of our restricted common stock, valued at $75,000 ($0.164 per share). In 2002 and
2003 we had issued 4,077,500 shares of our common stock valued at $417,060 to complete the
acquisition of our Cangalli properties from the UCL.

The
amount capitalized for aircraft ($0 in 2002) was $59,230 during 2003 due to the
acquisition of a four seat Mooney aircraft used to transport personnel between La Paz and
the Cangalli mine site and the Precambrian properties.

# (a)(4) Cash flow

We
have been able to meet our working capital obligations and capital obligations through
various sources as set forth in the following table:

|Years Ended                                            | December 31
|------------------------------------------------------ | -----------
|                                                       | 2003       
|                                                       | Dollars    
|Production revenues                                    | $1,325,591 
|Issuance of shares for cash                            | 2,149,887  
|Issuance of shares for property                        | 97,610     
|Issuance of shares for services                        | 1,394,944  
|Issuance of shares for exploration                     | 691,809    
|Issuance of shares for debt and interest               | 1,065,354  
|Issuance of shares for debentures and related interest | 4,302,957  
|Short and long term financing                          | $-         

As
is apparent from the table, 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 the Company on a short-term basis when necessary to conserve our
cash for other purposes. We did not require any such short-term financing in 2003. We have
required certain related debt holders to extend pre-existing obligations because of our
inability to pay those obligations when due. These include:

| | $995,800
(including principal and interest at December 31, 2003) due to the Frost National Bank,
guaranteed by certain related shareholders, which was originally drawn in 1997 and which
has been extended annually since then; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | $450,000
(including principal and interest at December 31, 2003) owing to Betty Seydler, related
party, which was originally drawn in 1996 and has been extended annually since then.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We have also continued to complete private placements during the first quarter of 2004
with 14 accredited investors. As of March 11, 2004, we had received $492,650.01in
private placement proceeds in exchange for 4,802,294 shares of restricted common stock.
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 its
operations will, in the end, be dependent on its ability to generate cash flow from
operations, of which there can be no assurance.

# (a)(5) Capital
Commitments

We
have no significant capital commitments other than those obligations to continue to
evaluate and explore our properties in Bolivia with the goal of achieving commercial
production if the properties are capable of producing gold commercially, to meet our
obligations to pay amounts due for annual payments for our properties, and to complete our
obligations on our purchase agreement with UCL for the acquisition of the Cangalli
Properties and a contract payable on the purchase of the Buen Futuro property. Contained
within those capital commitments are contractual cash obligations which are set out below:

|Contractual Cash Obligations           | Total      | 2004       | 2005 and 2006 | 2007 and 2008
|-------------------------------------- | ---------- | ---------- | ------------- | -------------
|Accounts Payable and Accrued Expenses  | $258,651   | $258,651   | $-            | $-           
|Related party Debt                     | 473,204    | 473,204    | -             | -            
|Bank loans                             | 995,800    | 995,800    | -             | -            
|Contracts Payable                      | 325,000    | 25,000     | 300,000       | -            
|Exploration and Production Buen Futuro | 2,975,000  | -          | 2,975,000     | -            
|UCL Assumed Debt                       | 93,871     | -          | -             | 93,871       
|Mining Claim Fees                      | 370,000    | 74,000     | 148,000       | 148,000      
|Building Leases                        | 30,000     | 20,000     | 10,000        | -            
|Accrued Interest                       | 518,712    | 518,712    | -             | -            
|Total Contractual Cash Obligations     | $6,040,238 | $2,365,367 | $3,433,000    | $241,871     

# (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, 2003, compared with the same periods in 2002 and 2001.

|Consolidated                      | Years Ended December 31
|--------------------------------- | -----------------------
|                                  | 2003                   
|Revenues                          | $1,325,591             
|Production costs                  | (962,910)              
|Production taxes                  | (172,252)              
|Exploration and development costs | (1,106,185)            
|General and Administrative        | (2,594,692)            
|Non-cash stock option comp.       | -                      
|Depreciation and depletion        | (154,853)              
|Operating (loss)                  | (3,665,301)            
|Interest expense                  | (2,909,462)            
|Other income (loss)               | 55,708                 
|Net (loss)                        | (6,519,054)            
|Net (loss) per Share              | $(.02)                 

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
2003 are significantly less than we recognized in 2002, they are significantly greater
than 2001 when we had significantly less cash resources available and, consequently, less
operations.

During
2003, we generated revenues from mine production in the amount of $1,325,591 during 2003
at a production cost of $962,910 (73% of revenues). This compares with $481,620 revenues
from production in 2002 with production costs of $101,147 (21% of revenues). For the years
1996 through 2000, our total production was $161,000. Production costs increased as a
result of our increasing mining activities that occurred during all four quarters during
2003, which only occurred in one quarter during 2002. During 2003 we allocated additional
resources and operational focus from general and administrative tasks associated with
development to production.

Exploration
and mine development costs increased to $1,106,185 in 2003 from $257,486 during 2002 and
$231,491 in 2001. The 2003 increase was primarily a result of 4,362,562 shares of our
common stock valued at $691,809 which was issued to geologists, engineers and metallurgist
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. During 2003, exploration and
development costs also included a $200,000 expensing of mine development costs at Cangalli
in accordance with SEC guidelines. These costs would have been capitalized had we been in
a position to estimate reserves at Cangalli earlier in 2003. As we continue to bring the
Precambrian properties into production and as we expand our reserve estimations,
exploration and development costs will continue to increase. Our exploration activities
were more limited in 2001 and 2002 because of the lack of financial resources with which
to carry out exploration activities. We expect that our exploration and development
activities will remain resonably constant in 2004, while we will continue exploration and
development at the Cangalli and Precambrian properties, we will be able to capitalize some
of these expenditures in accordance with generally accepted accounting principles.

While
our revenues increased 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 (including certain family members of affiliates), private placements and
debt/equity financing, to meet our working capital obligations and to finance our
continuing operating losses. There can be no assurance that we will be able to continue to
finance our operating losses in such a manner.

During
2003, our operating expenses were $4,990,892, 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. Our total operating expenses in 2001
were $1,796,613 because of a significantly lesser level of activity as a result of limited
financial resources during the year.

As
a result of higher revenues and reduced operating expenses in 2003, our operating loss
decreased to ($3,665,301) in 2003 from ($10,294,451) in 2002. Production costs increased
to $962,910 in 2003 from $101,147 in 2002. This increase is a direct result of the
increase in mining and processing operations at our Cangalli gold mine as production
expenses include all costs charged directly to the mining of ore and processing of gold.
The increase in the percentage of production costs to revenues is a result of the
allocation of additional resources and operation focus from exploration, development and
administrative functions to production. During 2003, we completed our first full year of
production.  As a result, our production costs naturally increased. As of December 31,
2003, the direct costs of mining and processing gold were $173 per ounce. We anticipate
that our revenues and cost of production will increase during 2004 as we expect to be
producing from the Cangalli properties for the entire year at a rate greater than we did
in 2003. It is our goal to reduce our production costs as a percentage of revenues
significantly, although there can be no assurance that we will be able to do so.

Our
general and administrative expenses for 2003 decreased by approximately 6% to $2,594,692
from $2,772,462 in 2002, as compared to $1,498,398 in 2001. We expect that these expenses
will increase marginally during 2004 as we increase production and continue work on the
Precambrian properties.

Depreciation and depletion
increased to $154,853 during 2003 from $101,166 as compared to $66,724 in 2001. This
increase was due to the acquisition of additional mine and plant equipment and an increase in gold production. As we acquire additional mining equipment and
continue to expand production, depreciation and depletion expenses will increase proportionally.

Legal
expenses in 2003, declined to approximately $28,000 from $74,306 in 2002. This decrease
was the result of the resolution of all litigation in the United States and Bolivia. These
expenses will increase in 2004 as we resolve pending litigation and maintain our
environmental permitting, contract more employees, and expand our operations.

Accounting
expenses in 2003, increased to approximately $80,000 from $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.

We
incurred interest expenses in 2003, of $2,909,462 compared to $2,216,046 in 2002 and
$821,805 in 2001. This 31% increase from 2002 to 2003 was substantially 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 has to be 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 will decrease dramatically during 2004 as all debentures
have 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 $1,065,354 of
related party principal and interest to equity which will also no longer accrue interest
expense. In addition, we paid off numerous related party and non-related party notes
during 2003, which will further decrease interest expense. The elimination of the debt
described above will result in a reduction in interest expense of $2,671,596 in 2004 as
compared to 2003.

Our
net loss for 2003 was ($6,519,054) in 2003 compared to our net loss of ($12,272,389) in
2002 and $(2,617,066) in 2001, resulting in a decreased per-share loss in 2003 of $(.02)
in 2003 compared to $(.05) in 2002 (compared to $(.01) in 2001).

# (b)(1) Special Non-Cash
Impact Due to Options

Our
net loss in 2002, was significantly impacted by $7,393,189 in expenses 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. This price was multiplied by the total net number of
shares that Mr. Turner and Ms. Erickson received to come up with the compensation expense.

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. Normally, the remaining number of options would be
valued at the December 31, 2002 stock price. Since we know the exact number of options
exercised subsequent to the 2002 year end, and the price of the stock at March 20, 2003,
we used those prices to calculate the value of the remaining options. The value of both
the net shares exercised on March 20, 2003, together with the value of the net shares
exercised for on December 30, 2002, was calculated as a non-cash expense and totaled
$5,295,189. On December 31, 2002, 18,000,000 shares were included in the share total. An
additional 12,264,456 were issued on March 20, 2003 but the expense had been booked in
2002.

# (c) Plan of Operations

Given
our working capital shortages and current world market conditions for commodities,
including low prices for minerals and metals (although the price of gold has strengthened
significantly during the past 12-month period ranging between approximately $320 to $416
per troy ounce, and copper prices have increased from $0.70 to $1.36 per pound), our
management has set the following priorities for the use of proceeds as they become
available:

| | o | Maintenance
of current operations, contractual payments, and land patent payments (which we expect
will amount to approximately $1.5 million during 2003).
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Implementing
our targeted planar subsidence (TPS) mining system in our Cangalli underground mine, and
bringing our daily production in the first phase to 375 tons per day (which capital
expense we expect will amount to approximately $100,000.) while growing production to
eventually fill our plant capacity of 3,500 tons per day
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | Continuing
the operation of our open pit mine in the Cueva Playa zone of Cangalli to exhaust the
proven and probable reserves in that pit.
| | - | ------------------------------------------------------------------------------------------------------------------------------------------

| | o | Implementation
of recommendations from the geological and metallurgical reports regarding our Buen
Futuro gold and copper mine (which we expect will amount to approximately $7 million
during 2004), including, but not limited to:
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | >> Constructing
the 2,400 ton-per-day first phase of our oxide gold CIP plant and increasing gold, copper and waste operations
to 7,700 tonnes per day.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------

| | >>Building
out our open pit mine infrastructure in the target mineral zones (A1, A2 and A3 zones) to
be able to facilitate mining the proven and probable              reserves that we have estimated
there.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | >> Implementing a reserve confirmation-drilling program to double our current reserves there.
| | ---------------------------------------------------------------------------------------------

| | >>Using
production data and further sampling to enter second-stage reserve confirmation work with
our geological        teams at the Cangalli and             Tipuani Valley Properties.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | >> Entering
into negotiations, including site visits and initial field studies, with interested joint
venture partners.
| | -----------------------------------------------------------------------------------------------------------------------

Since
we currently have a limited amount of current assets on hand (approximately $610,000 as of
December 31, 2003), our ability to implement any or all of these planned strategies
requires significant infusions of working and operation capital, and we cannot assure that
we will be successful in raising that capital through a secondary offering, private
placements or debt financing.

In
summary, we do not have sufficient liquidity or all of the necessary capital resources to
carry out all of our objectives as set out above. However, we do have sufficient working
capital, for example, to complete our TPS development work, and we are proceeding with
those efforts. We do expect to accomplish all of our objectives above as, and if,
sufficient operating funds and capital investments come available. 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.

# (d) Impact of Inflation
and Changing Prices

We
have not experienced any impact from the effects of inflation during the last three
operating periods, 2001, 2002 or 2003. 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 2003, 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. These rights give the debt holder
the ability to convert his debt into common stock at a price per share that is less than
the trading price to the public on the day the loan is made to us. The beneficial value is
calculated as the market price of the stock at the commitment date in excess of the
conversion rate of the of the debentures and related accruing interest is recorded as a
discount to the related debt and addition to additional paid in capital. The discount is
amortized over the remaining outstanding period of related debt. During 2003, we converted
all outstanding debentures to common stock. As a result of the conversion 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.

In
August 2001, the Financial Accounting Standards Board (FASB) issued Statement
of Financial Accounting Standards (SFAS) No. 143, Accounting for Asset
Retirement Obligations. SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. The provisions of SFAS No. 143 are effective for fiscal
years beginning after June 15, 2002. We have evaluated the impact of this statement and
have adopted this standard. To date we have not taken any expenses based on this policy,
however, we anticipate that we will in the future.

We
have adopted SFAS 144, Accounting for the Impairment and Disposal of Long-Lived
Assets, which requires that long-lived assets to be held and used be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. We review for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. An impairment loss would be recognized when the estimated future
cash flows are less than the carrying amount of the asset and would be calculated based on
discounted cash flows.

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.

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.

Intangible
assets related to mineral interests represent mineral rights for parcels of land not owned
fee simple by us. Intangible assets represent mineral rights related to production,
development or exploration stage properties, and the value of such intangible assets is
primarily driven by the nature and amount of mineralized material believed to be
contained, or potentially contained, in such properties. Production stage mineral
interests represent interests in operating properties that contain proven and probable
reserves. Development stage mineral interests represent interests in properties under
development that contain proven and probable reserves. Exploration stage mineral interests
represent interests in properties that are believed to potentially contain mineralized
material consisting of (i) other mineralized material such as inferred material within
pits; measured, indicated and inferred material with insufficient drill spacing to qualify
as proven and probable reserves; and inferred material in close proximity to proven and
probable reserves; (ii) around-mine exploration potential such as inferred material not
immediately adjacent to existing reserves and mineralization but located within the
immediate mine infrastructure; (iii) other mine-related exploration potential that is not
part of measured, indicated or inferred material and is comprised mainly of material
outside of the immediate mine area; or (iv) greenfields exploration potential that is not
associated with any other production, development or exploration stage property, as
described above.

Intangible
assets associated with production stage mineral and royalty interests are amortized over
the life of the mine using the UOP method in order to match the amortization with the
expected underlying future cash flows. As a result, intangible assets associated with
development stage mineral interests are not amortized until such time as the underlying
property is converted to the production stage. With respect to intangible assets
associated with exploration stage mineral interests, (i) the excess of the carrying value
over the residual value of intangible assets related to other mineralized material,
around-mine exploration potential and other mine-related exploration potential is
amortized on a straight-line basis over the period that the we expect to convert, develop
or further explore the underlying properties (which period is generally equal to the
applicable life of the mine); and (ii) the excess of the carrying value over underlying
the residual value of intangible assets related to greenfields exploration potential is
amortized on a straight-line basis over the period in which we expect to complete the
exploration process.

Residual
values for exploration stage mineral interests represent the expected fair value of the
interests at the time we plan to convert, develop, further explore or dispose of the
interests. The residual values can range from zero to 100% of the gross carrying value of
the respective exploration stage mineral interests. Residual values are determined for
each individual property based on the fair value of the exploration stage mineral
interest, and the nature of, and the Companys relative confidence in, the
mineralized material believed to be contained, or potentially contained, in the underlying
property. Such values are based on (i) discounted cash flow analyses for those properties
characterized as other mineralized material and around-mine exploration potential, and
(ii) recent transactions involving similar properties for those properties characterized
as other mine-related exploration potential and greenfields exploration potential. Based
on its knowledge of the secondary market that exists for the purchase and sale of mineral
properties, the Company believes that both methods result in a residual value that is
representative of the amount that the Company could expect to receive if the property were
sold to a third party. When an exploration stage mineral interest is converted to a
development or production stage mineral interest, the residual value is reduced to zero
for purposes of calculating UOP amortization.

# (e)(2) Effect of New
Accounting Pronouncements

In
April 2002, the FASB issued SFAS No. 145, Rescission of FASB Statements No. 4, 44,
and 64, Amendment of FASB Statement No. 13, and Technical Corrections. FASB No. 4
required all gains or losses from the retirement of debt to be classified as extraordinary
items net of income taxes. The standard requires that gains and losses from the retirement
of debt be classified as ordinary items unless they are unusual or infrequent or meet the
specific criteria for treatment as an extraordinary item. This statement is effective
January 1, 2003. We do not anticipate that the adoption of this statement will have a
material effect on its financial position or results of operations.

In
July 2002, the FASB issued SFAS No. 146, Accounting for Costs Associated with Exit
or Disposal Activities This Statement addresses financial accounting and reporting
for costs associated with exit or disposal activities. Liability Recognition for
Certain Employee Termination Benefits and Other Costs to Exit an Activity (including
Certain Costs Incurred in a Restructuring)". This Statement requires recognition of a
liability for a cost associated with an exit or disposal activity when the liability is
incurred, as opposed to when the entity commits to an exit plan. This plan is to be
applied prospectively to exit or disposal activities initiated after December 31, 2002. We
do not anticipate that the adoption of this statement will have a material effect on its
financial position or results of operations.

In
December 2002, the FASB approved Statement of Financial Accounting Standards No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure  an
amendment of FASB Statement No. 123 This amends Statement of Financial Accounting
Standards No. 123, Accounting for Stock-Based Compensation (SFAS No. 123) to
provide alternative methods of transition for a voluntary change to the fair value based
method of accounting for stock-based employee compensation.  This statement also
amends the disclosure requirements to require prominent disclosures in both annual and
interim financial statements about the method of accounting for stock-based employee
compensation and the effect of the method used on reported results.  It is effective
for financial statements for fiscal years ending after December 15, 2002. We will continue
to account for stock based compensation using the methods detailed in the stock-based
compensation accounting policy. We do not anticipate that the adoption of this statement
will have a material effect on its financial position or results of operations.

In
April 2003, the FASB issued SFAS No. 149, Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities (SFAS No. 149). SFAS No.
149 amends certain portions of SFAS No. 133 and is effective for all contracts entered
into or modified after June 30, 2003 on a prospective basis. SFAS No. 149 is not expected
to have a material effect on the results of operations or financial position of Golden
Eagle because we currently have no derivatives or hedging contracts.

In
June 2003, the FASB approved SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150 establishes
standards for how, an issuer classifies and measures certain financial instruments with
characteristics of both liabilities and equity. This Statement is effective for financial
instruments entered into or modified after May 31, 2003, and otherwise is effective at the
beginning of the first interim period beginning after June 15, 2003. We have partially
adopted the provisions of SFAS No. 150 and applied these provisions to our Buen Futuro
contract obligations.

(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
include, but are not limited to:

| | o | volatility of commodity (gold) prices;
| | - | --------------------------------------

| | o | volatility of our stock prices and the lack of an established broad market for our securities;
| | - | ----------------------------------------------------------------------------------------------

| | o | the environmental risks associated with mining activities;
| | - | ----------------------------------------------------------

| | o | the risks and difficulties associated with international operations in general, and
operations in Bolivia and South America, in particular, which risks include, but are not
limited to, political volatility and instability, as well as civil unrest and
insurrection;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | the concentration of our assets in two principal areas in Bolivia (our Cangalli gold mine
and our Precambrian Properties, including our Buen Futuro gold and copper mine);
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | the significant dependence on management and managements relative inexperience with
certain aspects of the type of targeted planar subsidence mining operations contemplated
in our business, mining and processing plan, as well as certain aspects of our Buen Futuro
mining and processing plan.
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | o | weather which can impact open pit and, to a lesser extent, underground operations
| | - | ---------------------------------------------------------------------------------

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 reached a positive cash flow as to cash costs at our Cangalli
gold mine, but have not yet done so on a company-wide basis. Since we have estimated
reserves subsequent to our 2003 year-end, we are no longer a development stage company,
but rather a production 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, 2003, includes the following explanatory paragraph:

| | The
accompanying consolidated financial statements have been presented assuming that the
Company will continue as a going concern, which contemplates the realization of assets
and the satisfaction of liabilities in the normal course of business. As discussed in
Note A to the financial statements, the Company had a significant working capital deficit
as of December 31, 2003 and has incurred substantial losses since its inception. The
Company presently has relatively small mineral production and requires significant
additional financing to satisfy its outstanding obligations and expand mining production.
In addition, the Companys ability to conduct operations remains subject to other
risks, including operating in isolated regions of Bolivia and the concentration of
operations in a single undeveloped area. Unless the Company successfully obtains suitable
significant additional financing and can expand its production, there is substantial
doubt about the Companys ability to continue as a going concern. Managements
plans in regard to these matters are also discussed in Note A. The financial statements
do not include any adjustments to reflect the possible future effect on the
recoverability and classification of assets or the amounts and classification of
liabilities that may result from the outcome of this uncertainty.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
auditors 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.

Although
we are generating revenue from gold production, continue to receive investments from
accredited investors and we have reduced our interest expense significantly, we continue
to pursue funding that will help us meet our future cash needs. As of March 11, 2004 we
currently have cash resources to fund our operations through approximately April 30, 2004.
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 isotope-based trace detection technology. 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 majority-owned or wholly owned
subsidiaries, the financing of those operations is dependent, to a large extent, on our
ability to provide the necessary capital resources. Production from our Cangalli gold mine
has offset the cash production costs for the last two quarters of 2003, and subsequent to
the 2003 year-end. We are still 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 even though we are now
generating revenue from gold sales. 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

At December
31, 2003, we had $2,271,367 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 expect to have sufficient funds to
pay these current liabilities when due. We have converted certain current liabilities to
equity and we continue to negotiate with the remaining note holders to reduce or eliminate
the amounts payable. We are investigating other means of raising sufficient capital to
repay all amounts. To date we have not been able to do so, and we cannot offer any
assurance that we will be able to meet these financial obligations.

# (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 to repay them, 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 properties 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
Properties

We
have been engaging in exploration and development activities on our Tipuani Valley
properties, and more extensive exploration, development and production operations on the
Cangalli property. We have now been in production on our Cangalli property for almost 18
months and we recently announced proven and probable reserves in a small area around our
mine site. The claiming of reserves has allowed us to move this property into the
production category. Our reserves were announced on a very small portion of our Cangalli
landholdings and we expect to continue our exploration and development efforts on this
property, which may allow us to estimate additional reserves and increase production.
During the year we added the Buen Futuro and Cobra mining concessions to our Precambrian
properties. We recently announced proven and probable reserves on a small portion of the
Buen Futuro property, which we now classify as development in the development stage. We
expect to continue our exploration and development work on this property by drilling
additional exploration holes, which may allow us to expand our reserves at Buen Futuro and
unlock the potential of our other Precambrian properties. We hope to soon construct a gold
and copper plant at Buen Futuro and begin mining operations. Historically, expenses
incurred in connection with these activities have significantly exceeded any revenues
generated thereby. We believe that this will change in the future as we exploit the proven
and probable reserves that we have estimated on our properties.

# (f)(7) Commencement of
Mining Production

Although
we continue to be optimistic and believe that we will be able to generate additional
revenues from our existing mining operations described above, we cannot offer any
assurance when we expect to obtain the capital necessary to expand our Cangalli gold mine
production with our TPS mining system from a 25-meter work face, to a 50-meter face and
then a 100-meter mining face as we have projected. As reserves have now been estimated on
our Buen Futuro property, we are taking steps to obtain financing for the initial
build-out of the oxide gold open pit mines and processing plant on the property. There is
no assurance that we will be able to obtain the necessary financing to commence operations
at Buen Futuro. In addition, even though we anticipate that we will begin generating
greater revenue from the Cangalli operation, and we believe that the Buen Futuro operation
will generate positive cash flow, we cannot assure that once operations are expanded at
Cangalli, Bolivia, or commenced on the Buen Futuro properties, that revenues received will
exceed expenses incurred. Furthermore, mining operations generally are attendant with risk
of bodily harm to the workers, unexpected rock formations, unexpected metallurgical
issues, unexpected depletion of the resource being mined, and other risks like and unlike
the foregoing.

# (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, our production becomes more profitable and persons become more interested in
investing in our projects on favorable terms. When prices are decreasing, our 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, 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.

# (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 Cangalli prospects, the Tipuani Valley
properties or the Precambrian properties, 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

We
have assembled over one hundred geological reports and professional articles written on
the subject of the Tipuani Gold Mining District in general, or specific mining operations
within the District. In addition, we have performed a similar literature search on, and
have been provided with reports regarding, our Precambrian properties. We have also
commissioned several reports on our Cangalli and Tipuani properties. While the reports and
investigations generally present positive conclusions regarding the presence of
gold-bearing and copper-bearing mineralization on our properties, 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 properties 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.

# (f)(13) Geography and Climate in the Area of the Cangalli and Tipuani Valley
               Properties May Make Access to and the Development of the Properties
               Difficult

Our
properties, 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 tobe 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 an independent audit committee or
nominating committee, however we do have a compensation committee with directors Max
Staheli and Kevin Pfeffer as members. We did adopt a code of ethics and a whistleblower
policy on March 23, 2004, however, we 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 the necessary independent committees.

Furthermore,
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 or influence our direction.

|(f)(16) | We
have raised capital and issued shares during the years ended December 31,
               2001, 2002, and 2003, and subsequently whichhas resulted in
dilution to                our existing shareholders. This was necessary in order to
provide necessary                working capital orobtain 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 been
required to raise in excess of $7,016,000of 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, sales and senior management personnel, including Terry C. Turner, our President
and Chief Executive Officer; and Harlan C. (Mac) Delozier, our Administrative Vice
President in Bolivia. We have not obtained any key man life insurance on the lives of any
of our executives, and none of our executives is covered by employment agreements.

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 44% of the outstanding shares of common
stock as of March 11, 2004, and, accordingly, have the ability to elect a majority of our
directors and otherwise control 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 306,773,741 shares as of December 31, 2003 shares. Of those shares, approximately
156,095,710 shares or 51% 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 ourself 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-20.

# 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 2003 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 the
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 the our
principal executive officer and the 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.

(a)       
          Information required by Item 308

This
disclosure is not yet required.

# PART III

# Item 10 Directors and
Executive Officers of the Company 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 its subsidiaries) as of December 31, 2003. These people continue to
hold the stated positions as of the filing of this report:

|Name                             | Age | Position                                                  | Term of Office 
|-------------------------------- | --- | --------------------------------------------------------- | ---------------
|Terry C. Turner
(1)              | 51  | President, Chairman and CEO                               | 2/14/97-present
|                                 |     |                                                           |                
|Ronald L. Atwood, Ph.D.          | 62  | Vice President for Development and Director               | 12/21/99-5/04  
|                                 |     |                                                           |                
|Max Staheli,MBA                  | 61  | Director, Audit Committee, Compensation Committee         | 5/8/00-present 
|                                 |     |                                                           |                
|Kevin K. Pfeffer                 | 44  | Director, Compensation Committee                          | 1/23/03-present
|                                 |     |                                                           |                
|Alvaro Riveros                   | 61  | Director                                                  | 1/5/04-present 
|                                 |     |                                                           |                
|Harlan M. (Mac) Delozier III
(2) | 60  | Administrative Vice President (Bolivia)                   | 3/1/97- present
|                                 |     |                                                           |                
|Tracy A. Madsen                  | 42  | Secretary/Treasurer/CFO/
Vice President US
Administration | 2/13/03-present

| | (1) | Director, Eagle Mining of Bolivia, Ltd. and Golden Eagle Bolivia Mining, S.A.;
               President of Golden Eagle International, Inc. (Bolivia).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Vice President of Golden Eagle International, Inc. (Bolivia).
| | --- | -------------------------------------------------------------

No
arrangement exists between any of the above officers and directors pursuant to which any
one of those persons was elected to such office or position.

Directors
hold office until the next meeting of shareholders and until a successor is elected and
qualified, or until their resignation. Golden Eagle has not held an annual meeting of its
shareholders for more than the past five years. It is our intention to hold a shareholder's meeting
during 2004.  No director of Golden Eagle is a director
of another company having securities registered under Section 12 of the Securities
Exchange Act of 1934 or a company registered under the Investment Company Act of 1940.

Executive
officers are elected at annual meetings of the board of directors. Each such officer holds
office for one year or until a successor has been duly elected and qualified or until
death, resignation or removal.

# (c) Identification of
significant employees

We
have no significant employees other than the officers named above. Although in the past we
had a technical advisory board, we disbanded that board as of December 31, 2003.

# (d) Family relationships.

No
family relationships exist among the officers and directors.

# (e) Business experience.

A
brief summary of the business experience of each person who is currently one of our
officers or directors, and such persons service with us, is as follows:

Terry
C. Turner is our President, CEO and Chairman of the Board. The board
appointed him to those positions on February 14, 1997. Mr. Turner received a B.A. in
Political Science (1977) and a B.A. in Spanish (1977) from the University of Utah. He
received his Juris Doctorate in 1980 from Brigham Young University. He is a member
of the Utah State Bar Association and admitted to practice law in the State and Federal
Courts of Utah and the 10th Circuit Court of Appeals. Mr. Turner is also a member of the
Bar of Washington, D.C., the American Bar Association and the Inter-American Bar
Association. In addition, he is a member of the Bolivian College of Lawyers (Bolivian Bar
Association) and the State Bar Association of the State (Department) of La Paz, Bolivia
and is the first and only American attorney admitted to practice law in Bolivia. From
1980-1983, Mr. Turner was a partner in Day, Barney and Tycksen, Attorneys, in Salt Lake
City, Utah, with practice emphasis in mining and natural resources, international law,
business, and litigation. From 1983 to 1989, Mr. Turner was President of High Andes Mining
Co., La Paz, Bolivia. From 1989 to 1991, he was General Counsel to Panworld Minerals
International, Inc., a public company with mineral prospects in South America. From 1991
to 1993, Mr. Turner was General Counsel to Tipuani Development Company, S.A., La Paz,
Bolivia a gold dredging company. From 1993 to 1995, he was Vice President and General
Counsel to Minas del Glaciar, S.A., La Paz, Bolivia, which was a mineral exploration
company. From 1995 to 1997, Mr. Turner was in private practice in La Paz, Bolivia. From
1995 to November 2002, when he resigned those positions, Mr. Turner has also served as
President and a Director of Bolivian Copper Chemical Company, S.A., a private Bolivian
copper exploration and mining company located in La Paz, Bolivia. During the entire period
of 1983 through 1997, Mr. Turner was affiliated with and of counsel to Cordero
and Cordero, a La Paz, Bolivia law firm, dealing with mineral and international law. From
January 1996, until his appointment with Golden Eagle in February 1997, Mr. Turner was our
corporate counsel in Bolivia. Mr. Turner was awarded the Medal of Civic Merit by the
Prefect (Governor) of the State of La Paz, Bolivia, during 1997 for his work in promoting
investment in the Bolivian mining industry, and for his contribution to the progress
within the La Paz state. The Medal of Civic Merit is the highest honor that can be awarded
by the state government in Bolivia. Mr. Turner was also named by the National Register to
its Whos Who of international attorneys and mining executives for 2003.

Ronald
L Atwood, Ph.D. was appointed to the position of our Vice President of
Development and a member of our board of directors on December 21, 1999. He served as a
member of our Technical Advisory Board from May 1997 through December 1999. Dr. Atwood
received a B.S. in Metallurgical Engineering, and a Ph.D. in Metallurgy from the
University of Utah. He has published nine papers on various aspects of metallurgy. He
holds numerous patents in the field of extractive metallurgy. Dr. Atwood was a professor
of metallurgy at Michigan Tech (1972-74) and the University of Idaho (1974-75). Dr. Atwood
has served on the board of Newmont Exploration, as well as Chief Metallurgist for Foote
Mineral (1975-82), Director of Research for Newmont Gold (1986-87) and Newmont
Metallurgical Services (1987-89), all divisions of Newmont Mining. Dr. Atwood also served
as Vice President and a director of Bolivian Copper Chemical Company, S.A., in La Paz,
Bolivia, a private copper mining company, until his resignation from those positions in
November of 2002. Dr. Atwood was awarded the Medal of Civic Merit by the Prefect
(Governor) of the State of La Paz, Bolivia, during 1997 for his work in promoting
investment in the Bolivian mining industry, and for his contribution to the progress
within the La Paz state. The Medal of Civic Merit is the highest honor that can be awarded
by the state government in Bolivia.

Max
S. Staheliwas appointed as a member of our board of directors on May 8,
2000. Mr. Staheli received a B.A. in Finance and an MBA from the University of Utah. He
worked for KPMG Peat, Marwick & Co. in Honolulu, Hawaii in the late 60s, and
nine years as a manager with Atlantic Richfield Co. (1973-82). Mr. Staheli spent the last
14 years with Barrick Gold Corporation, most recently as their Controller of South
American Operations headquartered in Lima, Peru. Mr. Staheli developed and implemented
administrative policies and procedures for Barricks launch into South America. He
also successfully built the corporate structure for Barricks extensive exploration
and development program, which included Bolivia. Mr. Staheli was instrumental in the rapid
growth of Barrick Gold Corporation in the South American market between 1994-96. Mr.
Staheli was awarded the Medal of Civic Merit by the Prefect (Governor) of the State of La
Paz, Bolivia, during 1997 for his work in promoting investment in the Bolivian mining
industry, and for his contribution to the progress within the La Paz state. The Medal of
Civic Merit is the highest honor that can be awarded by the state government in Bolivia.

Kevin
K. Pfeffer was appointed as a member of our board of directors on January
23, 2003. Mr. Pfeffer received a B.A. in Economics in 1982, and an MBA in Finance and
Marketing in 1984, both from the University of Chicago. From 1985 through 1995, Mr.
Pfeffer worked for Fannie Mae in Washington, D.C., as the Director of Public Finance,
negotiating, structuring and closing structured financings involving income-producing real
estate. Mr. Pfeffer closed approximately $4 billion in financing transactions. From 1995
through 1998, Mr. Pfeffer was a Senior Vice President at the merchant banking affiliate of
Zurich Insurance and Credit Suisse First Boston, located in New York, New York. Mr.
Pfeffer was responsible for the merchant banks reinsurance syndications involving
mortgage and derivative securities. Mr. Pfeffer retired in 1998 to manage his own
investments as a private investor in real estate and public company equities.

Alvaro
Riveros was appointed as a member of our board of directors on January 5,
2004. Mr. Riveros received a Masters Degree in Electromechanical Engineering from
the Werner Siemens School of Engineering in Stuttgart, Germany. He is a registered
engineer in Bolivia whose firm, EDICOM, carried out the electromechanical engineering,
design and installation for our Cangalli gold mine and recovery plant. EDICOM specializes
in electromechanical engineering, design and installation work in mines, mineral recovery
plants and smelters in Bolivia, and Mr. Riveros was its president from 2002 to his
appointment on our board. Prior to that time, Mr. Riveros was appointed Vice Minister of
Industry and Commerce in the Ministry of Economic Development from 2000 to 2002. He was
appointed Vice Minister of Natural Resources in the Ministry of Agriculture from 1998 to
2000. From 1997 to 1998, he served as Vice Minister of Planning in the Ministry of
Sustainable Development and the Environment. From 1989 through 1997, Mr. Riveros was
president of Ximena Gold Mines, Ltd., a gold mining company with hard rock mines at the
headwaters of the Tipuani River in Bolivia. Earlier in his career, he had previously
served as EDICOMs president from 1978 to 1988l. He was appointed Special Technical
Advisor to the President of Venezuela from 1975 to 1978. From 1972 through 1975, he served
as Director of Industrial Safety for the Ministry of Labor in Bolivia. Mr. Riveros also
worked for Siemens as a project engineer in Venezuela and supervised large industrial
projects in Brazil and Bolivia between 1965 and 1972.

Harlan
M. (Mac) Delozier II was appointed to the position of our Administrative
Vice President for Bolivian Operations on March 1, 1997. Mr. Delozier is a 1966 graduate
of Oklahoma State University, where he received B.A. degrees in Political Science, Foreign
Language and History. He served in the Peace Corps in Bolivia from 1966-1971 and was a
cattle rancher in Beni, Bolivia from 1972-1990. From 1976 to 1980 he was a representative
of Homeline/Textron in Bolivia, and from 1980-1981 was manager of gold mining operations
for Kerani, in the Murillo Province, La Paz, Bolivia. From 1981 to 1985, Mr. Delozier was
the purchasing agent for the U.S. Embassy Commissary in La Paz, Bolivia and was an
exporter for leather products to Chile and Peru from 1986-1988. From 1989 until 1997, Mr.
Delozier was an international sales representative for Toyota, Chevrolet, and Hyundai in
Bolivia. From May 1997 to November 2002, when he resigned his position, Mr. Delozier also
served as Executive Vice President of Bolivian Copper Chemical Company, S.A., a Bolivian
copper exploration and mining company located in La Paz, Bolivia.

Tracy
A. Madsenwas appointed as Corporate Secretary/Treasurer and Chief
Financial Officer (CFO) on February 13, 2003. On November 12, 2003 he was also appointed
Vice President US Administration. Mr. Madsen received a B.A. in Finance from Boise State
University, and an M.B.A. from the University of Nevada Las Vegas. Mr. Madsen has broad
financial and executive experience. From 1987 to 1990, he worked as a branch manager for
First Interstate Bank of Nevada. In 1990, and through 1996, Mr. Madsen became Vice
President and CFO of Venada Aviation, Inc. During that same period, Mr. Madsen served as
President and Chairman of the Board of three subsidiaries of Venada: Arena Aviation, Inc.,
Lancelot Leasing, Inc. and Camelot Aviation Corporation. From 1996 to 2002, Mr. Madsen
served as the CFO of a group of five aviation-related corporations: Tracer Corporation;
Trace Air International, Inc.;; Trade Air.com, Inc. and Tracer Aviation Services Canada.
He was also an officer and a partner of Miami Holdings, Inc. a commercial aircraft wheel
and brake overhaul facility. In 2002 he sold his shares of the company and from 2002 to
his appointment with Golden Eagle, Mr. Madsen was an independent consultant in the areas
of accounting, finance, banking, inventory cost management and administration.

# (f) Involvement In
Certain Legal Proceedings

None
of our executive officers or directors has been involved in or are subject to any of the
following legal proceedings:

| | 1. | A
petition under the Federal bankruptcy laws or any state insolvency law that
               was filed by or against, or a receiver, fiscal agent or similar officer
was                appointed by a court for the business or property of such person, or
any                partnership in which he was a general partner at or within two years
before the                time of such filing, or any corporation or business association
of which he was                an executive officer at or within two years before the
time of such filing;
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | No
such person was convicted in a criminal proceeding or is a named subject of a
               pending criminal proceeding (excluding traffic violations and other minor
               offenses);
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | No
such person was the subject of any order, judgment, or decree, not
               subsequently reversed, suspended or vacated, of any court of competent
               jurisdiction, permanently or temporarily enjoining him from, or otherwise
               limiting, the following activities:
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | i. | Acting
as a futures commission merchant, introducing broker, commodity trading
               advisor, commodity pool operator, floor broker, leverage transaction
merchant,                any other person regulated by the Commodity Futures Trading
Commission, or an                associated person of any of the foregoing, or as an
investment adviser,                underwriter, broker or dealer in securities, or as an
affiliated person,                director or employee of any investment company, bank,
savings and loan                association or insurance company, or engaging in or
continuing any conduct or                practice in connection with such activity;
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ii. | Engaging
in any type of business practice; or
| | --- | ---------------------------------------------

| | iii. | Engaging
in any activity in connection with the purchase or sale of any security                or
commodity or in connection with any violation of Federal or State securities
               laws or Federal commodities laws;
| | ---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | No
such person was the subject of any order, judgment or decree, not
               subsequently reversed, suspended or vacated, of any Federal or State
authority                barring, suspending or otherwise limiting for more than 60 days
the right of                such person to engage in any activity described in paragraph
(f)(3)(i) of this                section, or to be associated with persons engaged in any
such activity; or
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | No
such person was found by a court of competent jurisdiction in a civil action
               or by the Commission to have violated any Federal or State securities law,
and                the judgment in such civil action or finding by the Commission has not
been                subsequently reversed, suspended, or vacated.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 6. | No
such person was found by a court of competent jurisdiction in a civil action
               or by the Commodity Futures Trading Commission to have violated any
Federal                commodities law, and the judgment in such civil action or finding
by the                Commodity Futures Trading Commission has not been subsequently
reversed,                suspended or vacated.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
did settle a civil action that the Securities and Exchange Commission brought in May 1998
against Golden Eagle and certain of our former officers and directors and others (SEC
vs. Golden Eagle International, Inc., et al, No. 98-Z-1020 [D. Colo] in the federal
district court for Colorado. In November 1998, the SEC filed an Amended Complaint in the
above-referenced action alleging that Golden Eagle and our President had an inadequate
basis for making a May 22, 1998, press release regarding the Paravicini geological report
regarding the Cangalli gold deposit. In 1999, all defendants, including Golden Eagle, but
not including our president, settled the above civil action by entering into a consent
agreement. In the agreement, Golden Eagle did not admit or deny any of the allegations in
the SECs action. Golden Eagle and the other defendants did consent to the issuance
of an injunction not to violate certain securities laws in the future. Golden Eagle was
not assessed any civil or monetary penalty.

On
February 18, 2000, after four days of testimony before the Court from both fact and expert
witnesses, the Court found that the SEC had not proven that Mr. Turner had committed any
of the alleged securities violations and entered judgment for Mr. Turner on all claims,
dismissing the SECs complaint, no cause of action. In addition, the Court found that
Mr. Turner acted reasonably in believing that the consulting firms report about the
Cangalli gold deposit was accurate based on the due diligence performed regarding the
consultant, based on the highly reputed status of the consultant, and based on the
technical advice from Ronald L Atwood, Ph.D., then a member of our Technical Advisory
Board.

# (g) Promoters and
Control Persons.

Not applicable.

# (h) Audit committee
financial expert.

We
do not have an audit committee consisting of independent directors and, consequently, we
do not have an audit committee financial expert.

# (i) Identification of
audit committee.

We
are not a listed issuer and consequently are not required to make the disclosure required
by this Item.

(j)    
          Material changes to shareholder nomination procedures.

We have
not held a shareholders meeting in more than the past five years. Our bylaws set forth the
procedures for nomination of directors, and there have been no changes to those
procedures.

(k)    
          Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section
16(a) of the Securities Exchange Act of 1934, as amended (the Exchange Act),
requires our officers and directors, and persons who own more than 10% of a registered
class of our equity securities, to file reports of ownership and changes in ownership of
our equity securities with the Securities and Exchange Commission. Officers, directors and
greater-than-ten-percent shareholders are required by Securities and Exchange Commission
regulations to furnish us with copies of all Section 16(a) filings.

Based
solely on our review of Forms 3, 4 and 5 available to Golden Eagle and, where applicable,
written representations from directors, officers and 10% stockholders that no form is
required to be filed, we believe that no director, officer or beneficial owner of more
than 10% of its common stock failed to file on a timely basis reports required pursuant to
Section 16(a) of the Exchange Act with respect to fiscal year ended December 31, 2003
except possibly Ravia Seydler and various trusts which may be considered to be affiliated
with Mrs. Seydler. At the present time, we do not know whether Mrs. Seydler is subject to
the reporting obligations and we are waiting for a determination to be made by Mrs.
Seydler after receiving advice from her advisors.

# (l) Code of Ethics

We
adopted a code of ethics on March 23, 2004, meeting the requirements of Item 406 of
Regulation S-K that applies to our principal executive officer, principal financial
officer, principal accounting officer or controlling, or persons performing similar
functions. A copy of the code of ethics is attached hereto.

# Item 11. Executive
Compensation

# (a) and (b)   Summary
Compensation Table

The following
table sets forth information regarding compensation paid to the chief executive officer of
Golden Eagle International, Inc. for the years ended December 31, 2001, 2002 and 2003. No
other person who is currently an executive officer of Golden Eagle earned salary and bonus
compensation exceeding $100,000 during any of the last three years. The table below
includes all compensation paid to them during the years stated.

|                  |      |                     |                               |                  |                                        |              |                
|----------------- | ---- | ------------------- | ----------------------------- | ---------------- | -------------------------------------- | ------------ | ---------------
|                  |      |                     |                               |                  |                                        |             
|                  |      | Annual Compensation | Long Term Compensation Awards | Payouts         
|Name and Title    | Year | Salary              | Bonus                         | Restricted Stock | Securities Underlying Options and SARS | LTIP Payouts | All Other Comp.
|Terry Turner, CEO |      |                     |                               |                  |                                        |              |                
|                  | 2001 | 0                   | 0                             | 0                | 0                                      | 0            | 0              
|                  | 2002 | $103,038(A)         | $60,000(A)                    | 0                | 25,000,000(B)(C)                       | 0            | 0              
|                  | 2003 | $240,666(A)         | $60,000(A)                    | 0                | 0(B)(C)                                | 0            | 0              

| | (A) | Mr.
Turner has accrued salary at the rate of $200,000 per year since February
               14, 1997, although only $48,592 was paid in 1997 and no salary was paid in
1998,                1999, 2000 or 2001, resulting in the accrual of $990,012 in back
salary at                December 31, 2001. Subsequent to the 2001 year-end, on March 22,
2002, we filed                a Current Report on Form 8-K reporting that on December 31,
2001, Mr. Turner                waived $443,772 of his accrued salary without any
consideration from Golden                Eagle. During 2003, Mr. Turner waived an
additional $36,457. As a result of this                waiver, Golden Eagle continues to
owe Mr. Turner of $516,783 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 $516,783. The receivable and                payable are
netted out to a zero balance. During 2003, Mr. Turner did receive                $240,666
in salary compensation, and $60,000 in a non-cash bonus to reduce Mr.
               Turners liability to Golden Eagle that he was accruing equally as
advances                against any salary owed.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (B) | On
March 20, 2002, the board of directors granted Mr. Turner options to purchase
               25,000,000 common shares of Golden Eagles common stock at $0.075 per
share                based on an average closing share price over the thirty previous
trading days to                the date of the grant of the options. The board used the
thirty trading days to                reach a reasonable strike price due to the
volatility of our stock, and believed                such a period to be more indicative
of the actual fair market value.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (C) | On
December 30, 2002, Mr. Turner exercised his option rights to purchase
               13,586,957 of Golden Eagles common stock. However, to acquire
shares, Mr.                Turner exchanged with Golden Eagle, in a like-kind,
share-for-share exchange, on                a rolling basis, 3,586,957 shares at the
exercise price of $0.284 per share for                10,000,000 shares of common stock
at the strike price of $0.075 per share. On                March 20, 2003, Mr. Turner
exercised his option rights to purchase the remaining                11,413,043 shares
under his option agreement with Golden Eagle. However, again,                to acquire
shares, Mr. Turner exchanged with Golden Eagle, in a like-kind,
               share-for-share exchange, on a rolling basis, 4,599,456 shares at the
exercise                price of $0.186 per share for 6,813,587 shares of common stock at
the strike                price of $0.075 which was expensed during 2002, however, the
shares were not                issued until 2003. Mr. Turners total shareholding
after his like-kind,                share-for-share exchanges is: 16,813,587 shares of
Golden Eagles common                stock. The value of this stock on the date of
exercise was $2,840,000.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

We
have no plans that result in the payment or accrual for payment of any amounts to any
executive officer in connection with his or her resignation, retirement, or other
termination, or change of control or change in the executive officers
responsibilities.

There
are no employment agreements with our other employees.

# (c) Options/SAR Granted
During Year Ended December 31, 2003

The
following table sets forth information regarding the grant of options and stock
appreciation rights to our chief executive officer (the only officer named in the
compensation table) during 2003 and subsequently:

|                |                                                             |                                                                           |                        |                
|--------------- | ----------------------------------------------------------- | ------------------------------------------------------------------------- | ---------------------- | ---------------
|Name            | Number of   
Securities  
underlying  
options/SARs
granted | Percent of total
options/SARs    
granted to all
employees in
fiscal year | Exercise or base price | Expiration date
|Terry C. Turner | 0                                                           | 0%                                                                        | $0                     |                

On
November 3, 2000, the board of directors granted a retention bonus to certain employees of
its Bolivian subsidiary, and its Administrative Vice President in Bolivia (Mac Delozier),
of which 642,500 shares vested in 2002, and a like amount will continue to vest annually
through 2005.

# (d) Aggregated
Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table

The following table sets forth
information about stock option exercises and other information during our 2003 fiscal
year:

---

# Aggregated Option/SAR
Exercises in Last Fiscal Year and FY-End Option/SAR Values

---

|                |                             |                    |                                                                                             |                                                                                  
|--------------- | --------------------------- | ------------------ | ------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|Name            | Shares Acquired On Exercise | Value Realized ($) | Number ofUnexercisedSecurities
UnderlyingOptions/SARsAt FY-End (#)Exercisable/Unexercisable | Value ofUnexercisedIn The MoneyOption/SARs
At FY-End ($)Exercisable/Unexercisable
|Terry C. Turner | 10,000,000
(a)(b)           | $2,840,000
(a)     | 0                                                                                           | $0
(a)                                                                           

| | (a) | On
December 30, 2002, Mr. Turner exercised his option rights to purchase
               13,586,957 of Golden Eagles common stock. However, to acquire
shares, Mr.                Turner exchanged with Golden Eagle, in a like kind,
share-for-share exchange, on                a rolling basis, 3,586,957 shares (acquired
at a cost of $269,022) at the                exercise price of $0.284 per share
(resulting in a value of $1,018,696) for                10,000,000 shares of common stock
at the strike price of $0.075 per share.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | This
does not include information for options Mr. Turner exercised subsequent to
               December 31, 2002, to purchase the remaining 11,413,043 shares under his
option                agreement with Golden Eagle.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (e) Long Term Incentive
Plan  Awards in Last Fiscal Year

We
have no long-term incentive plans other than the Retention Bonus for Bolivian
employees (not including Mr. Turner) described above.

(f)    
          Defined benefit or actuarial plan disclosure.

Since
October 1998, we have paid the medical insurance premiums for our employees. We currently
have no stock ownership or other profit sharing, defined benefit, actuarial, or pension
plans, nor life insurance or any other benefit plan for our employees, but may adopt such
plans in the future. We have no retirement plans and, therefore, have made no
contributions to any such plan on behalf of the named officers.

# (g) Compensation of
Directors

We
currently have four directors on our board. Three of them, Max Staheli, Kevin Pfeffer and
Alvero Riveros receive $1,000 per month as a directors fee. Terry C. Turner is
president of Golden Eagle and receives a salary for such duties as discussed above. Dr.
Ronald Atwood was a director of Golden Eagle until he resigned from that capacity in
January 2004 for health reasons. He continues to assist on technical matters on a
consulting basis.

During
2003 when he was a director, Dr. Atwood was granted 1,000,000 shares of Golden
Eagles restricted common stock during 2003 as compensation and bonus for his
services. The same number of shares were also granted during 2003 to Tio Rico, Dr.
Atwoods previous employer in order to relieve him from his contract to Tio Rico.
Golden Eagles payment to Tio Rico allowed Dr. Atwood to work full time on Golden
Eagle projects. An additional 1,000,000 shares was granted to Dr. Atwoods new firm
of Redstone Ltd. Thus during 2003 we paid 3,000,000 shares to or for Dr. Atwoods
benefit.

We
announced in a Form 8-K reporting on events of December 30, 2002, that Max Staheli, a
member of our board of directors, had received a share grant from our board of directors
of 500,000 shares of our common, restricted stock issuable in 2002, and 500,000 shares
issuable in 2003. However, during 2003, the Board revised the grant of shares to Mr.
Staheli, amending the original Board resolution, and granting to Mr. Staheli 1,000,000
shares of our restricted common stock in November 2003, as a bonus for his three years as
a member of our Technical Advisory Board (1997-2000), and three years as a member of our
board of directors (2000-2003).

Except
as described herein, no officer or director of Golden Eagle has been or is being paid any
cash compensation, or is otherwise subject to any deferred compensation plan, bonus plan
or any other arrangement and understanding whereby such person would obtain any cash
compensation for his services for and on our behalf.

(h)    
          Employment Contracts and Termination of Employment and Change-in-Control
          Arrangements.

We
have no employment contract with any executive officer. We also have no compensatory plan
or arrangement with respect to any executive officer which plan or arrangement results or
will result from the resignation, retirement or any other termination of such
individuals employment with us, or from a change in control of Golden Eagle or a
change in the individuals responsibilities following a change in control.

# (i) Report on Repricing
of Options/SARs

Not applicable,
as no options or SARs were repriced during the fiscal year ended December 31, 2003.

(j)    
          Additional information with respect to compensation committee interlocks and
          insider participation on compensation decisions.

We
have a compensation committee consisting of Messrs. Staheli and Pfeffer. They make
determinations as to the compensation of our president. There are no compensation
interlocks among the current board of directors except to the extent that each of the
directors participate in decisions to grant options and stock bonuses to the other
directors. No officer of the Company (other than Mr. Turner who is also a director)
participated in any compensation decisions with the board of directors concerning
executive officer compensation.

(k)    
          Board compensation committee report on executive compensation.

Report on Executive
Compensation of the Compensation Committee of the Board of Directors

|I. | Policies
Applicable to Executive Officers.
|-- | ------------------------------------------

The
Compensation Committee measures the performance of our named executive officers by the
following criteria:

| | a. | Overall contribution of the officer during his period of employment
               with Golden Eagle. Officers are evaluated to the extent that they have acheived the goals recommended by the CEO
and approved by the board.
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | b. | The individual contribution to Golden Eagles overall performance
               and progress, in his function, during the previous year.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------

| | c. | The ability of the officer to work within the Golden Eagle management team to
               ensure the most efficient and productive company-wide operation.
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|II. | Criteria
for CEO Compensation.
|--- | ------------------------------

| | CEO
compensation is based on the three criteria set out above in Policies Applicable to
Executive Officers, as well as the following:
| | -------------------------------------------------------------------------------------------------------------------------------------

| | a. | The CEOs creativity, flexibility and persistence in achieving goals established by the board.
| | -- | ----------------------------------------------------------------------------------------------

During 2003, under the leadership of the CEO,
a key acquisition was negotiated and closed, that of the Buen Futuro property, proven reserves of which were estimated
recently; key staff members were added; an expanded capacity plant at Cangalli was brought online; large amounts of company debt were
converted to equity, thus improving the balance sheet significantly.  However, the company had not yet achieved profitablity as of year end 2003.
It is principally on the basis of these considerations that the compensation committee recommended to the board an increase in Mr. Turner's
base salary from $200,000 per year to $240,000 per year.  We believe such increased compensation is economical in comparison to the
compensation of CEOs of similarly sized companies in the mining industry.

Mr.
          Turner receives a $60,000 per year non-cash bonus to equalize the advances made
          to him against the salary receivable that he held from Golden Eagle. This
          non-cash bonus will continue for a period of 10 years.

| |  | December 31, 2003By: /s/ Max Staheli
Max StaheliCommittee Member
| |  | ------------------------------------------------------------------------------

| |  | By: /s/ Kevin K. Pfeffer
Kevin K. PfefferCommittee Member
| |  | -----------------------------------------------------------------------

# (l) Performance graph.

# Five Year Stockholder
Return Comparison

The following graph assumes a $100
investment on December 31, 1999 in each of the Corporations common stock, the S&P 500
and the Gold Index.

On December 31, 1999, our stock
traded at $.05 per share and on December 31, 2003, our stock closed at $.21 per common
share or a 320% increase over the five-year period. On December 31, 1999, the S&P 600
Small Cap Index stood at 197.79 and on December 31 2003, it closed at 270.42 or a 36%
increase over the five-year period. On December 31, 1999, the Gold Index stood at 45.28
and on December 31, 2003, it closed at 91.13 a 101% increase over the five year period.

# Item 12. Security
Ownership of Certain Beneficial Owners and Management

(a)
          and (b) Security ownership of certain beneficial owners and management

At
December 31, 2003, and subsequently, we had only one class of outstanding voting
securities, our common stock (referred to herein as the Common Stock).

The
following table sets forth information as of December 31, 2003, with respect to the
ownership of the Common Stock for all directors, individually; all executive officers
named in the compensation table; all executive officers and directors as a group; and all
beneficial owners of more than five percent of the Common Stock.

|Name of beneficial owner                        | Shares owned beneficially | Percent of class
|----------------------------------------------- | ------------------------- | ----------------
|                                                |                           |                 
|                                                |                           |                 
|Kevin Pfeffer                                   |                           |                 
|740 Gulf Lane.                                  |                           |                 
|Pinewood, FL 33945                              |                           |                 
|                                                |                           |                 
|Mary A. Erickson                                |                           |                 
|C/O Mitch Geller, Esq.                          |                           |                 
|1800 S. Gaylord                                 |                           |                 
|Denver, CO 80206                                |                           |                 
|                                                |                           |                 
|Ravia Seydler and Herbert M. Seydler Trust      |                           |                 
|c/o Hirsch and Westheimer, P.C.                 |                           |                 
|700 Louisiana, 25th Floor                       |                           |                 
|Houston, TX 77002                               |                           |                 
|                                                |                           |                 
|Terry C. Turner                                 |                           |                 
|12401 S. 450 E. Bldg. D1                        |                           |                 
|Salt Lake City, Utah 84020                      |                           |                 
|                                                |                           |                 
|Betty Jane Seydler and Betty Jane Seydler Trust |                           |                 
|c/o Hirsch and Westheimer, P.C.                 |                           |                 
|700 Louisiana, 25th Floor                       |                           |                 
|Houston TX 77002                                |                           |                 
|                                                |                           |                 
|Ronald L Atwood, Ph.D.                          |                           |                 
|12401 S. 450 E. Bldg. D1                        |                           |                 
|Salt Lake City, Utah 84020                      |                           |                 
|                                                |                           |                 
|Max Staheli                                     |                           |                 
|12401 S. 450 E. Bldg. D1                        |                           |                 
|Salt Lake City, Utah 84020                      |                           |                 
|                                                |                           |                 
|Harlan M. (Mac) Delozier                        |                           |                 
|12401 S. 450 E. Bldg. D1                        |                           |                 
|Salt Lake City, Utah 84020                      |                           |                 
|                                                |                           |                 
|Tracy A. Madsen                                 |                           |                 
|12401 S. 450 E. Bldg. D1                        |                           |                 
|Salt Lake City, Utah 84020                      |                           |                 
|                                                |                           |                 
|Alvaro Riveros                                  |                           |                 
|12401 S. 450 E. Bldg D1                         |                           |                 
|Salt Lake City, UT 84054                        |                           |                 
|                                               
|                                                |                           |                 
|All officers and directors                      |                           |                 
|as a group                                      |                           |                 
|                                               

| | (1) | As used in this section, the term beneficial ownership with respect to a
               security is defined by Rule 13d-3 under the Securities Exchange Act of 1934 as
               consisting of sole or shared voting power (including the power to vote or direct
               the vote) and/or sole or shared investment power (including the power to dispose
               or direct the disposition) with respect to the security through any contract,
               arrangement, understanding, relationship or otherwise. Unless otherwise
               indicated, beneficial ownership is of record and consists of sole voting and
               investment power.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Kevin Pfeffers shares include 106,150,446 shares that he received as part
               of the conversion of his debentures to common stock as part of his debenture
               agreement. Mr. Pfeffer also serves as a director of the Company.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Consists of 13,500,000 shares owned indirectly and beneficially by Ms. Erickson
               as sole shareholder of Golden Eagle Mineral Holdings, Inc., the record holder of
               the shares, of which 13,500,000 shares have been pledged to Frost National Bank
               as collateral on a revolving line of credit issued to Golden Eagle. Ms. Erickson
               is the daughter of Ravia Seydler, and niece of Betty Jane Seydler. Mary Erickson
               disclaims any interest in the shares beneficially owned by her mother or her
               aunt.
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes 10,690,000 shares owned by The Herbert M. Seydler, Jr. Trust, 2,600,000
               shares owned by Ravia Seydler; and 5,607,129 shares that she received during
               2003 for the conversion of a note payable due to her by the Company into common
               stock. Ravia Seydler is Mary Ericksons mother and sister-in-law of Betty
               Jane Seydler and the husband of the late Herbert M. Seydler. Ravia Seydler
               disclaims any interest in the shares beneficially owned by either Mary Erickson
               or Betty Jane Seydler.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Mr. Turner is the president, CEO and Chairman of the company.
| | --- | -------------------------------------------------------------

| | (6) | Includes 11,940,000 shares owned by The Betty Jane Seydler Trust; and 10,000
               shares owned directly by Betty Jane Seydler. Betty Jane Seydler is Mary
               Ericksons aunt and Ravia Seydlers sister-in-law. Betty Jane Seydler
               disclaims any interest in the shares beneficially owned by either Mary Erickson
               or Ravia Seydler.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (7) | Golden Eagle contracts with a consulting firm for the services of Ronald Atwood,
               Ph.D. That consulting firm has received 3,005,800 shares of restricted common
               stock of Golden Eagle as compensation for metallurgical studies conducted on our
               Bolivian gold deposit before Dr. Atwood was an officer and director of Golden
               Eagle. While Dr. Atwood is neither an officer nor director of the consulting
               firm holding the shares, he may, in the future, benefit from the shares paid to
               the consulting firm. This firm also purchased an additional 2,330,882 shares
               under a private placement agreement during 2003. In addition, another firm,
               which employed Dr. Atwood, received 1,000,000 shares of stock during 2003. In
               addition, in 2003, Dr. Atwood received 1,000,000 shares of Golden Eagles
               restricted common stock as compensation and a bonus for his service on our board
               of directors and as our Vice President for Development.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (8) | We announced in a Form 8-K reporting on events of December 30, 2002 that Max
               Staheli, a member of our board of directors, had received a share grant from our
               board of directors of 500,000 shares of our common, restricted stock issuable in
               2002, and 500,000 shares issuable in 2003. However, during 2003, the Board
               revised the grant of shares to Mr. Staheli, amending the original Board
               resolution, and granting to Mr. Staheli 1,000,000 shares of our restricted
               common stock in November 2003, as a bonus for his three years as a member of our
               Technical Advisory Board (1997-2000), and three years as a member of our board
               of directors (2000-2003).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (9) | On November 3, 2000, the board of directors granted a bonus of 1,000,000 shares
               of restricted common stock to Mr. Delozier for his years of service to us, as
               well as a Retention Bonus of 300,000 shares of restricted common
               stock per year that Mr. Delozier remains with us, vesting on November 1, 2001,
               2002 and 2003.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (10) | Tracy A Madsen is our Corporate Secretary, Treasurer, CFO and Vice President of
               US operations. During 2003, he purchased 37,500 shares on private placement,
               20,000 shares on the open market and was granted 250,000 shares as a bonus in
               November 2003.
| | ---- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (c) Changes in control

We know of no arrangement, the
operation of which may, at a subsequent date, result in change in control.

# Item 13.  Certain
Relationships and Related Transactions

# (a) Cancellation of
Indebtedness

During
1997 through 2001, Golden Eagle did not have the funds to pay salaries to its president
(Mr. Turner) and to its former president (Mary Erickson, who also was formerly our
Secretary/Treasurer and who is a significant shareholder of Golden Eagle). As a result,
their salaries accrued unpaid. This accrual ceased for Ms. Erickson when she resigned in
October 1999. Mr. Turners salary continued to partially accrue in 2002, and Golden
Eagle paid only $103,000 of the $200,000 owed to him during 2002.

As
of December 31, 2001, we had accrued a total of $1,452,126 in accrued compensation to both
Mr. Turner and Ms. Erickson. On that date Mr. Turner waived $443,772 of a total accrued
balance of $990,012 owed to him, and Ms. Erickson waived her entire accrued balance of
$462,114, leaving her with a $-0- balance owing as back compensation. On December 31,
2003, Mr. Turner waived an additional $36,457 owed to him.

The total of these waivers was a
reduction of $942,343 in liabilities on our balance sheet. As a result of these waivers,
and offsets against advances to Mr. Turner during 2002 and previous periods, at December
31, 2003 the total sum that we owed Mr. Turner was $0 in accrued compensation. We did not
owe any other person accrued compensation.

# (b) Grant of Options

On
March 20, 2002, our board of directors granted options to Mary A. Erickson, our former
President, CEO and Chairman of the Board (and currently a significant shareholder), to
acquire 20,000,000 shares at the strike price of $0.075. This option was exercisable in
kind, and during December 2002, Ms. Erickson exercised an option to acquire 10,869,566
shares by returning 2,869,566 shares to the Company at a value of $.284 per share. As a
result, Ms. Erickson received a net of 8,000,000 shares.

On
March 20, 2002, the Board of Directors also granted 25,000,000 options to Terry C. Turner,
our President, as described above in Item 10  Executive Compensation. Mr. Turner
also subsequently exercised all of those options as described in Item 10.

# (c ) Loans to the
Company from Affiliates

We
have suffered chronic working capital shortages. To provide short-term relief, Ms.
Erickson and certain of her family members have advanced funds to us. In addition, Ms.
Erickson and certain of her family members have guaranteed certain of our obligations, as
outlined below. In each case, loans from Ms. Erickson accrue interest at 8% per annum,
while loans from her family members accrue interest at 10.5% and 12%. All of the loans are
unsecured loans and are due January 1, 2005, and we have classified them as current
liabilities. In our opinion, the loans are significantly more favorable to us than could
have been obtained from any other source; in fact, given our financial condition and lack
of profitable operations or assets within the United States, it is unlikely that any
unaffiliated person would have advanced funds to us on any terms or conditions.

In
addition, as described elsewhere in this Annual Report, Mr. Turner (our President and CEO)
has advanced funds to us for operations in Bolivia.

|Date | Affiliated Lender                 | Loan Amount (Repayment) | Outstanding Balance at Year end
|---- | --------------------------------- | ----------------------- | -------------------------------
|2003 | Terry C. Turner (1)               | $(28,482)1              | $0                             
|     | Mary Erickson (2)                 | (18,000)                | 23,204                         
|     | Ms. Erickson's family members (3) | (629,062)               | 450,000                        
|     | Ronald Atwood (4)                 | (61,954)                | -                              
|     |                                   |                         |                                
|2002 | Terry C. Turner                   | 59,025                  | 28,482                         
|     | Mary A. Erickson                  | -                       | 41,204                         
|     | Ms. Erickson's family members     | -                       | 1,079,062                      
|     | Ronald Atwood                     | (61,954)                | ($61,954)                      
|     |                                   |                         |                                
|2001 | Terry C. Turner                   | (261,828)               | 22,459                         
|     | Mary A. Erickson                  | (3,762)                 | 41,204                         
|     | Ms. Erickson's family members     | -                       | 1,079,062                      
|     | Ronald Atwood                     | $(61,954)               | $(61,954)                      

| | (1) | The net unpaid salary owed to Mr. Turner as of the dates indicated. As described
               above, in 2001 and 2003, respectively.  Mr. Turner waived a portion $443,772 and $36,457 of the
               unpaid salary owed to him. With total offsets for advances, Mr. Turner was owed
               at $0 year-end 2003. Mr. Turner is paid $60,000 per year as a cashless bonus.
               These fund are applied to the amount owed to us by Mr. Turner. As the note from
               Mr. Turner is paid down with the cashless bonus he will continue to forgive
               accrued salary.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Ms. Ericksons note was reduced by $18,000 based on a review of her note
               and the funds due her.
| | --- | --------------------------------------------------------------------------------------------------------------

| | (3) | A note payable in the amount of $629,062 plus accrued interest due to Ravia
               Seydler was converted to common stock at $.19 per share. A note payable in the
               amount of $450,000 plus accrued interest remained outstanding at December 31,
               2003. This note to Betty Seydler matured on June 30, 2003.  We are currently negotiating
with Ms. Seydler for the conversion or extension of this note.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | All funds due to Dr. Atwood were paid in cash during 2003. Dr. Atwoods
               services are contracted for with a consulting firm for $10,000 per month.
               However, this firm agreed to accept one-half of the monthly compensation and
               defer the balance. Because of economic reasons, this firm has had to borrow
               against the pending balance in Bolivia. The disclosure is made because of Dr.
               Atwoods relationship to the consulting firm, of which he is neither on
               officer nor a director, but would be deemed to be a significant employee in the
               firm.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On
February 11, 1997, Frost National Bank loaned us $240,000 pursuant to a short-term bridge
loan at the banks prime rate, due August 1, 1997. In April 1997, the same bank
loaned us $1 million pursuant to a revolving line of credit agreement (which has now been
extended to June 29, 2004. The loan bears interest at the floating prime rate plus 3%
(7.0% on March 11, 2004). In addition, the loan is personally guaranteed by Ms. Erickson
and her corporation, including a pledge of 13,500,000 shares of our restricted common
stock owned by her corporation. The loan is further secured by certain assets of Ms.
Ericksons family members and all of our assets. We issued a total of 20,000,000
shares of our restricted common stock to her family members as a fee for their guarantees
of the $1 million loan. We used the proceeds from the $1 million loan to retire an earlier
$240,000 bank bridge loan and for other working capital expenses incurred in connection
with our 1997 operations on the Cangalli properties. During the November 2003 renewal, the
note was converted to a straight term loan and a $9,956 renewal fee was paid. Frost
National Bank has indicated that it does not intend to renew the loan past the June 29,
2004 maturity date. At this time we have secured no other financing sources to pay this
loan, and there is no assurance that we will be able to secure other financing prior to
the loan maturity date. However, efforts are being made to secure the necessary funds to
retire this loan satisfactorily.

# (d) Formation of
Bolivian Subsidiaries

We
formed Golden Eagle Bolivia Mining, S.A., (GEBM) in January 1996 to conduct
our operations in Bolivia. We initially owned 74% of GEBM and later acquired an additional
19% from its Bolivian partners, for a total of 93%. GEBM is essentially a dormant company
as of the filing of this report.

We
also formed a second subsidiary, Eagle Mining of Bolivia, Ltd. (EMB) in
October 1996 to own the contract for the mining rights. We own 97% of EMB; our affiliate,
Mary A. Erickson, owns the remaining 3%. EMB is an inactive company since all of Golden
Eagles activities and assets were consolidated into GEII Bolivia.

We
formed a wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia)(GEII
(Bolivia)", during 2001. The UCL subsequently entered into a new contract with this
subsidiary, which contained all of the terms and conditions of the previous contract with
EMB, but also contained language that was beneficial to our interests in Bolivia. During
2002 and 2003, we have consolidated all of our activities, operations and assets in
Bolivia into GEII (Bolivia). The consolidation resulted from a return of capital to GEII
(USA) pursuant to Bolivian law, and GEII (USA) then making a capital contribution of those
items back to GEII (Bolivia). No compensation of any kind was paid to any of the
shareholders of GEBM, nor of EMB, nor was any required.

# Item 14. Principal
Accountants Fees and Services.

Our
board of directors selected the independent accounting firm of Gordon Hughes & Banks
with respect to the audit of our consolidated financial statements for the year ended
December 31, 2003.

Audit
Fees. In connection with professional services rendered for the audit of
our annual financial statements for the years ended December 31, 2003 and 2002, and the
reviews of the financial statements included in our quarterly reports filed on Form 10-QSB
for those years Gordon Hughes & Banks billed us fees in the aggregate amount of
approximately $51,000 and $45,000, respectively.

Audit
Related Fees. There were no fees billed in each of the last two fiscal
years (ended December 31, 2003 and 2002) for assurance and related services by the
principal accountant that are reasonably related to the performance of the audit or review
of Golden Eagles financial statements that are not reported under Audit
Fees.

Financial
Information Systems Design and Implementation Fees. We did not pay any fees
to Gordon Hughes & Banks for professional services rendered for financial information
systems design and implementation as that term is defined in Rule 2-01(c)(4)(ii) of
Regulation S-X.

Tax
Fees. The aggregate fees billed in each of the last two fiscal years (ended
December 31, 2002 and 2001) for assurance and related services by the principal accountant
for professional services rendered by Gordon Hughes & Banks for tax compliance, tax
advice, and tax planning were approximately $3,000, and $5,000, respectively. The nature
of the services for which these fees were received was preparation of tax returns. The
board of directors had pre-approved these services.

All
Other Fees. During the fiscal years ended December 31, 2003 and 2002, there
were no other fees paid Gordon Hughes & Banks for any other auditing or accounting
services.

Total
Fees. The total fees charges for all services by Gordon, Hughes & Banks were:

During the fiscal year ended December 31, 2003:      $54,000
         During the fiscal year ended December 31, 2002:      $50,000

Our
board of directors has considered the information described in Financial
Information Systems Design and Implementation Fees and All Other
Fees above and believes that it is compatible with maintaining the principal
accountants independence. In each case (commencing after August 1, 2002), the board
of directors (since Golden Eagle did not have an audit committee at that time)
pre-approved all such services.

Our
principal accountant (through its full time employees) performed all work regarding the
audit of our financial statements for the most recent fiscal year.

# PART IV

Item 15. Exhibits,
Financial Statement Schedules and Reports on Form 8-K

(a) Financial
Statements

|                                                                                                               |                 
|-------------------------------------------------------------------------------------------------------------- | ----------------
|The following documents are filed as part of this report:                                                      | Page            
|Independent Auditors Report                                                                                    | F-2 and F-3     
|Consolidated Balance Sheets as of December 31, 2003, 2002 and 2001                                             | F-4             
|Consolidated Statements of Operations for the years ended December 31, 2003, 2002 and 2001                     | F-5             
|Consolidated Statements of Cash Flows for the years ended December 31, 2003, 2002 and 2001                     | F-6             
|Consolidated Statements of Stockholders' Equity (Deficit) for the years ended December 31, 2003, 2002 and 2001 | F-7             
|Notes to Consolidated Financial Statements                                                                     | F-8 through F-29

# (b) Exhibits

The
following exhibits are filed with this Form 10-K or incorporated herein by the following
references:

|     |     |                                                                                                                                                                                                                                   
|---- | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|3.1  |     | Articles of Incorporation, as amended (1)                                                                                                                                                                                         
|3.2  |     | Bylaws (1)                                                                                                                                                                                                                        
|10.1 |     | Mineral Concession with the United Cangalli Gold
Mining Cooperative, Ltd. (2)                                                                                                                                                     
|10.2 |     | Contract for the Purchase of Concessions and Contract Mining Rights
(translated from the original Spanish) (3)                                                                                                                    
|10.3 |     | Convertible Debenture and Convertible Debenture Agreement dated October 18, 2002, as of February
6, 2002, executed by and between GEII and Mr. Pfeffer (4)                                                                        
|10.4 |     | Buen Futuro purchase agreement dated June 2003
executed between GEII and Michael Biste (attached herewith)                                                                                                                        
|22.1 |     | Golden Eagle Bolivia Mining S.A.,
incorporated under the laws of Bolivia ;Eagle Mining of Bolivia, Ltd., incorporated under the laws of Bolivia
Golden Eagle International, Inc. (Bolivia), incorporated under the laws of Bolivia
|14.1 |     | Code of Ethics                                                                                                                                                                                                                    
|31.1 |     | Certification by the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                             
|31.2 |     | Certification by the Principal Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)                                                                                                                                             
|32.1 |     | Certification by the Principal Executive Officer pursuant to Rule 1350                                                                                                                                                            
|32.2 |     | Certification by the Principal Executive Officer pursuant to Rule 1350                                                                                                                                                            
|     |     |                                                                                                                                                                                                                                   
|     | (1) | Incorporated by reference from our registration statement on Form 10-SB that became effective June 17, 1994.                                                                                                                      
|     | (2) | Incorporated by reference from our Form 8-K reporting an event of December 19,1996                                                                                                                                                
|     | (3) | Incorporated by reference from our Form 8-K reporting an event of July 2, 2002                                                                                                                                                    
|     | (4) | Incorporated by reference from our Form 8-K reporting an event of November 1, 2002                                                                                                                                                

# (c)  Reports on Form
8-K:

The
following reports on Form 8-K were filed during the year ended December 31, 2003, and
subsequently:

| | January
2, 2003, reporting on events under Items 5 & 7 of Form 8-K March 20, 2003, reporting
on events under Items 5 & 7 of Form 8-K June 26, 2003, reporting on events under Items
2 & 7 of Form 8-K June 27, 2003, reporting on events under Items 7 & 12 of Form
8-K June 27, 2003, reporting on events under Items 5 & 7 of Form 8-K July 22, 2003,
reporting on events under Items 7 & 12 of Form 8-K August 7, 2003, reporting on events
under Items 7 & 12 of Form 8-K July 22, 2003, reporting on events under Items 7 &
12 of Form 8-K August 7, 2003, reporting on events under Items 7 & 12 of Form 8-K
August 21, 2003, reporting on events under Items 7 & 12 of Form 8-K September 15,
2003, reporting on events under Items 7 & 12 of Form 8-K October 10, 2003, 2003,
reporting on events under Items 7 & 12 of Form 8-K October 14, 2003, reporting on
events under Items 7 & 12 of Form 8-K November 7, 2003, reporting on events under
Items 7 & 12 of Form 8-K November 18, 2003, reporting on events under Items 7 & 12
of Form 8-K December 8, 2003, reporting on events under Items 7 & 12 of Form 8-K
January 6, 2004, reporting on events under Items 5, 6 & 7 of Form 8-K January 20,
2004, reporting on events under Items 7 & 12 of Form 8-K February 25, 2004, reporting
on events under Item 9 of Form 8-K February 26, 2004, reporting on events under Item 9 of
Form 8-K February 26, 2004, reporting on events under Item 9 of Form 8-K/A March 1, 2004,
reporting on events under Item 9 of Form 8-K/AMarch 22, 2004,
reporting on events under Items 7 and 12 of Form 8-K
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Signatures.

Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Golden
Eagle International, Inc. has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.

| |  | GOLDEN EAGLE INTERNATIONAL, INC.By: /s/ Terry C. Turner
Terry C. TurnerDirector and Principal Executive OfficerDate: March 16, 2004
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

Pursuant
to the Securities Exchange Act of 1934, this report has been signed below by the following
persons on behalf of Golden Eagle International, Inc. and in the capacities and on the
dates indicated.

| |  | GOLDEN EAGLE INTERNATIONAL, INC.By: /s/ Terry C. Turner
Terry C. TurnerDirector and Principal Executive OfficerDate: March 16, 2004
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | By: /s/ Max Staheli
Max StaheliMBA, DirectorDate: March 16, 2004
| |  | ------------------------------------------------------------------------------

| |  | By: /s/ Kevin K. Pfeffer
Kevin K. PfefferMBA, DirectorDate: March 16, 2004
| |  | ----------------------------------------------------------------------------------------

| |  | By: /s/ Alvaro Riveros
Alvaro RiverosDirectorDate: March 16, 2004
| |  | -------------------------------------------------------------------------------

| |  | By: /s/ Tracy A. Madsen
Tracy A. MadsenMBA,  Corporate  Secretary-  Treasurer,  Principal  Financial Officer
and Principal Accounting OfficerDate: March 16, 2004
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

INDEPENDENT
AUDITORS REPORT

To the Board of Directors of
Golden Eagle International, Inc.Salt Lake City, Utah

We have audited the accompanying
consolidated balance sheets of Golden Eagle International, Inc. and subsidiaries as of
December 31, 2003 and 2002, and the related consolidated statements of operations, cash
flows and changes in stockholders equity (deficit) for the years ended December 31,
2003, 2002 and 2001. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of Golden Eagle
Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) or Golden Eagle
International (unincorporated) 93%, 100% and 100% owned subsidiaries, respectively, which
statements reflect 63% and 74% of total consolidated assets as of December 31, 2003 and
2002, respectively. Those financial statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to the amounts included
for Golden Eagle Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) and
Golden Eagle International (unincorporated) as of December 31, 2003 and 2002 and for the
three years ended December 31, 2003, 2002 and 2001 is based solely on the report of the
other auditors.

We conducted our audits in accordance
with auditing standards generally accepted in the United States of America. Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In our opinion, the accompanying
consolidated financial statements referred to above present fairly, in all material
respects, the financial position of Golden Eagle International, Inc. at December 31, 2003
and 2002, and the results of its operations and its cash flows for the years ended
December 31, 2003, 2002 and 2001, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated
financial statements have been presented assuming that the Company will continue as a
going concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As discussed in Note A to the financial
statements, the Company had a significant working capital (deficit) as of December 31,
2003 and has incurred substantial losses since its inception. The Company presently has
relatively small mineral production and requires significant additional financing to
satisfy its outstanding obligations and expand mining production. In addition, the
Companys ability to conduct operations remains subject to other risks, including
operating in isolated regions of Bolivia and the concentration of operations in a single
undeveloped area. Unless the Company successfully obtains suitable significant additional
financing and can expand its production, there is substantial doubt about the
Companys ability to continue as a going concern. Managements plans in regard
to these matters are also discussed in Note A. The financial statements do not include any
adjustments to reflect the possible future effect on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

Gordon, Hughes and Banks, LLP
Greenwood Village, Colorado
March 5, 2004

---

INDEPENDENT
AUDITORS REPORT

To the Board of Directors
and ShareholdersGolden Eagle Bolivia Mining S.A.Golden Eagle International, Inc.
Bolivia andGolden Eagle International

La Paz  Bolivia

We have audited the general balance
of Golden Eagle International, Inc. Golden Eagle International, Inc. Bolivia and Golden
Eagle Bolivia Mining S.A., as of December 31, 2003 and 2002, and the profit and loss
statement, the transformation of equity statement, the statements of expenditures origin
and the use of those funds for the periods ending December 31, 2003, 2002 and 2001. The
responsibility of the presentation of these financial statements is entirely of the
companies. Our responsibility is to express an opinion about these financial statements
based on our audit.

We have made our examination
according to the current auditing standards generally accepted in the United States of
America. Those standards require that we plan and perform the audit to obtain reasonable
assurance about whether the financial statements are free of material misstatement. An
audit includes examining, on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the accounting principles
used and significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audit provides a reasonable basis
for our opinion.

In our opinion, the financial
statements are fairly presented in every significant aspect as well as the financial
situation of Golden Eagle International, Inc., Golden Eagle International, Inc. Bolivia
and Golden Eagle Bolivia Mining S.A., for the periods ending December 31, 2003, 2002 and
2001, the results of its operations and statements of origin and application of funds to
those dates according to generally accepted accounting principles

POZO and ASOCIADOS C.P.A. S.R.L. /s/
R.U.C. 3242765 ENRIQUE POZO BALDERRAMA R.U.C. 3883604MAT. PROF. No CAUB-0040 
MAT. PROF. No. CAULP-0075 LA PAZ, BOLIVIA February 9, 2004

---

|                                                      |  | 
|----------------------------------------------------- |  | 
|                                                     
|Golden Eagle International, Inc.                      |  | 
|Consolidated Balance Sheets                           |  | 
|As of December 31, 2003 and 2002                      |  | 
|                                                     
|                                                      |  | 
|                                                     
|ASSETS                                                |  | 
|CURRENT ASSETS                                        |  | 
|Cash                                                  |  | 
|Accounts receivable                                   |  | 
|Prepaid expenses                                      |  | 
|Inventory                                             |  | 
|                                                     
|Total current assets                                  |  | 
|                                                     
|PROPERTY AND EQUIPMENT                                |  | 
|Mining equipment and property                         |  | 
|Mine development costs                                |  | 
|Mineral interests and intangible assets               |  | 
|Office equipment                                      |  | 
|Vehicles and aircraft                                 |  | 
|                                                     
|                                                      |  | 
|Less accumulated depreciation and depletion           |  | 
|                                                     
|Total property and equipment                          |  | 
|                                                     
|OTHER ASSETS                                          |  | 
|Advances to officers                                  |  | 
|                                                     
|Total Assets                                          |  | 
|                                                     
|LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)        |  | 
|CURRENT LIABILITIES                                   |  | 
|                                                      |  | 
|CURRENT LIABILITIES                                   |  | 
|Accounts payable                                      |  | 
|Accrued expenses                                      |  | 
|Current portion of contract payable                   |  | 
|Bank loan payable                                     |  | 
|Other notes payable                                   |  | 
|Loans from related parties                            |  | 
|Related party payable                                 |  | 
|Accrued interest payable                              |  | 
|                                                     
|Total current liabilities                             |  | 
|                                                     
|Contract payable, net of current portion              |  | 
|Convertible debentures payable                        |  | 
|Beneficial conversion interest discount               |  | 
|                                                     
|Total liabilities                                     |  | 
|                                                     
|STOCK OPTION OBLIGATIONS                              |  | 
|STOCKHOLDERS' EQUITY (DEFICIT)                        |  | 
|Preferred stock, par value $.01 per share;            |  | 
|10,000,000 shares authorized, none issued             |  | 
|Common stock, par value $.0001 per share; 800,000,000 |  | 
|authorized shares;                                    |  | 
|462,869,451 and 271,123,639 issued and                |  | 
|outstanding shares, respectively                      |  | 
|Additional paid-in capital                            |  | 
|Deferred compensation                                 |  | 
|Accumulated (deficit)                                 |  | 
|                                                     
|Total stockholders' equity                            |  | 
|                                                     
|                                                      |  | 
|                                                     

---

|                                                     |  |  |  
|---------------------------------------------------- |  |  | -
|                                                    
|Golden Eagle International, Inc.                     |  |  |  
|Consolidated Statements of Operations                |  | 
|For the Years Ended December 31, 2003, 2002 and 2001 |  | 
|                                                    
|                                                     |  |  |  
|                                                    
|REVENUES                                             |  |  | $
|                                                     |  | 
|OPERATING EXPENSES                                   |  | 
|Production                                           |  |  |  
|Production taxes                                     |  |  |  
|Exploration and development                          |  |  |  
|General and administration                           |  |  |  
|Non-cash stock option compensation                   |  |  |  
|Asset impairment                                     |  |  |  
|Depreciation and depletion                           |  |  |  
|                                                    
|Total operating expenses                             |  |  |  
|                                                    
|OPERATING (LOSS)                                     |  |  |  
|                                                    
|OTHER INCOME (EXPENSE)                               |  | 
|Interest expense                                     |  |  |  
|Gain on settlement of litigation                     |  |  |  
|Other, net                                           |  |  |  
|                                                    
|Total other income (expense)                         |  |  |  
|                                                    
|NET (LOSS)                                           |  |  | $
|                                                    
|BASIC AND DILUTED (LOSS) PER SHARE                   |  |  | $
|                                                    
|WEIGHTED AVERAGE SHARES OUTSTANDING                  |  |  |  
|                                                    

---

|                                                     |  |  |  
|---------------------------------------------------- |  |  | -
|Golden Eagle International, Inc.                     |  |  |  
|Consolidated Statements of Cash Flows                |  | 
|For the Years Ended December 31, 2003, 2002 and 2001 |  | 
|                                                    
|                                                     |  |  |  
|                                                    
|CASH FLOWS FROM OPERATING ACTIVITIES                 |  | 
|Net (loss)                                           |  |  | $
|Adjustments to reconcile net (loss)                  |  | 
|to net cash (used) by operating activities:          |  | 
|Stock issued for services                            |  |  |  
|Stock issued for exploration and development         |  |  |  
|Stock issued to settle dispute                       |  |  |  
|Stock options compensation                           |  |  |  
|Amortization of beneficial conversion discount       |  |  |  
|Depreciation and depletion                           |  |  |  
|Impairment                                           |  |  |  
|Stock issued for interest                            |  |  |  
|Amortization of deferred compensation                |  |  |  
|Loss (Gain) on retirement of property and equipment  |  |  |  
|Gain on settlement of litigation                     |  |  |  
|Changes in operating assets and liabilities:         |  | 
|Accounts receivable                                  |  |  |  
|Prepaid expense and other costs                      |  |  |  
|Inventory                                            |  |  |  
|Advanced royalties                                   |  |  |  
|Accrued expenses                                     |  |  |  
|Accounts payable                                     |  |  |  
|Related party payable                                |  |  |  
|Accrued interest                                     |  |  |  
|                                                    
|Net cash flows (used for) operating activities       |  |  |  
|                                                    
|CASH FLOWS FROM INVESTING ACTIVITIES                 |  | 
|Investment in property and equipment                 |  |  |  
|                                                    
|CASH FLOWS FROM FINANCING ACTIVITIES                 |  | 
|Proceeds from convertible debentures                 |  |  |  
|Loans from (repayments to) related parties           |  |  |  
|Proceeds from other notes payable                    |  |  |  
|Repayments of other notes payable                    |  |  |  
|Common stock sold                                    |  |  |  
|                                                    
|Net cash flows provided by financing activities      |  |  |  
|                                                    
|NET INCREASE (DECREASE) IN CASH                      |  |  |  
|CASH - BEGINNING OF PERIOD                           |  |  |  
|                                                    
|CASH - END OF PERIOD                                 |  |  | $
|                                                    

---

|Golden Eagle International, Inc.Consolidated Statement of Changes in Stockholders' Equity (Deficit)For the Years Ended December 31, 2003, 2002 and 2001
|-------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Balance at December 31, 2000                                                                                                                           
|Issued for cash ($.03 to $.05 per share)                                                                                                               
|Issued for mining prospect ($.03 per share)                                                                                                            
|Issued for services ($.03 to $.06) per share)                                                                                                          
|Convert accrued interest on convertible debentures ($.03 per share)                                                                                    
|Cancellation of accrued officer salaries                                                                                                               
|Issued for interest ($.03 per share)                                                                                                                   
|Settlement of lawsuit with former officer                                                                                                              
|Intrinsic value of debentures beneficial conversion interest                                                                                           
|Amortization of deferred compensation                                                                                                                  
|                                                                                                                                                       
|Net (loss)                                                                                                                                             
|                                                                                                                                                       
|                                                                                                                                                       
|Balance at December 31, 2001                                                                                                                           
|                                                                                                                                                       
|Issued for cash ($.03)                                                                                                                                 
|Issued for cash ($.03 to $.12 per share)                                                                                                               
|Issued for services ($.03 to $.275) per share)                                                                                                         
|Issued for interest ($.05 to $135 per share)                                                                                                           
|Issued for acquisition of mining property                                                                                                              
|Issuance of stock options to related parties                                                                                                           
|Instrinsic value of debentures beneficial conversion interest                                                                                          
|Amortization of deferred compensation                                                                                                                  
|Cashless exercise of stock options by related party                                                                                                    
|Net (loss)                                                                                                                                             
|                                                                                                                                                       
|Balance at December 31, 2002                                                                                                                           
|Issued for cash ($.08 to $.15 per share)                                                                                                               
|Issued for services ($.12 to $.255) per share)                                                                                                         
|Issued for exploration and development ($.14 to $.217 per share)                                                                                       
|Issued for interest (.235 per share)                                                                                                                   
|Issued for acquisition of mining property                                                                                                              
|Cashless exercise of stock options by related party                                                                                                    
|Conversion of debt ($.03 to $.19 per share)                                                                                                            
|Conversion of accrued interest ($.03 to $.19 per share)                                                                                                
|Amortization of deferred compensation                                                                                                                  
|Intrinsic value of debentures beneficial conversion interest                                                                                           
|Net (loss)                                                                                                                                             
|Balance at December 31, 2003                                                                                                                           
|                                                                                                                                                       

---

---

# Golden Eagle
International, Inc.

# Notes to Consolidated
Financial Statements

---

# Note A 
Organization and Business

| | Organization
and Nature of BusinessGolden
Eagle International, Inc. (the Company, or Golden Eagle) was
incorporated in Colorado on July 21, 1988. Prior to fourth quarter 2003, we were a mining
enterprise in the exploration stage as set forth in Statement of Financial Accounting
Standards, SFAS No. 7, Accounting and Reporting by Development Stage
Enterprises and 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, promulgated by the U.S. Securities and Exchange Commission under the Securities Act
of 1933. Since our inception, we have been engaged in organizational activities,
acquiring, developing gold and other mineral properties, and starting in the fourth
quarter 2002, mining gold bearing ore and producing gold for market. We have had initial
production and have generated revenue through gold sales, but to date have not achieved
positive cash flow on a company-wide basis. Presently, substantially all of our current
operations are focused on two properties in the Republic of Bolivia, the combined Cangalli
(the Cangalli properties) and Tipuani Valley gold properties (the
Tipuani Valley properties) in western Bolivia and the Precambrian Shield area
of eastern Bolivia (the Precambrian properties). Effective in the fourth
quarter of 2003, we have established proven and probable reserves at our Cangalli and Buen
Futuro properties. Therefore, effective in the fourth quarter of 2003, we are no longer an
exploration stage company nor required to report as a development stage company under SFAS
No. 7.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Organization
of Subsidiaries and Bolivian Mining ActivitiesIn
January 1996, we organized a Bolivian corporation, Golden Eagle Bolivia Mining, S.A.
(GEBM). Golden Eagle had a 93% ownership in GEBM. In October 1996, a sister
Bolivian corporation was formed, Eagle Mining of Bolivia, Ltd. (EMB), for the
purpose of assuming, together with GEBM, the responsibilities under contract with a
Bolivian gold mining cooperative, United Cangalli Gold Mining Cooperative, Ltd.
(UCL). We have an 84% ownership in EMB; however, EMB is currently inactive.
During 2001, Golden Eagle formed a wholly owned Bolivian corporation, Golden Eagle
International, Inc. Bolivia (GEII Bolivia), to conduct all continuing
operations in Bolivia. During 2002, we transferred substantially all agreements,
obligations, assets and rights in Bolivia to GEII Bolivia from GEBM.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
1996, GEBM had entered an agreement, subsequently amended, with UCL for 25 years, with an
option for an additional 25 years, to explore and mine a group of mining concessions,
the Cangalli properties, consisting of 5,000 acres owned by UCL. Under the agreement, we
had to pay an 18% royalty and certain advanced royalty amounts. In 2001, all rights and
obligations pursuant to these agreements were transferred to GEII (Bolivia). On July 2,
2002, we signed a definitive purchase agreement with UCL to acquire the original Cangalli
mining concessions. The purchase price consisted of $300,000 cash, 3,944,500 shares of
Company common stock valued at $394,450 ($.10 per share), and the assumption of $175,000
of UCL obligations maturing over four years. The agreement canceled the 18% gross royalty
that was held by UCL. During 2003, an additional 133,000 shares of Golden Eagle stock
valued at $22,610 were issued to UCL members to satisfy additional claims.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
own all right, title and interest in four mining claims, or concessions, in the Tipuani
Valley properties, acquired in November 1999 and October 2000. The property totals 69,000
acres, and the 5,000 acres previously held by UCL, for a total of 74,000 acres. We are not
required to pay any royalty on the Cangalli Properties or the Tipuani Valley properties,
and are only required to pay annual claim fees to the Bolivian government of $0.40 per
acre. Subsequent to the 2003 year-end, and, 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 Gold
District from 74,000 total acres (116 square miles) to 49,000 total acres (77 square
miles). Concession fees were considerably reduced; however, we do not believe that any
decrease resulted in the value of mineralized materials on our properties.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Organization
of Subsidiaries and Bolivian Mining Activities(continued)In
June 2001, we acquired all rights, title and interest in three mining concessions
consisting of 148,200 acres located 162 miles north of Santa Cruz, Bolivia, in eastern
Bolivias Precambrian Shield area, together with all proprietary exploration
information pertaining to the properties, including relevant reports, drill data, drill
cores, reverse circulation cuttings, samples and geological maps. The Superintendent of
Mines of the State of Santa Cruz later reduced the size of these concessions to 125,000
acres due to conflicts with neighboring claims. We are not required to pay a royalty on
these properties, and can maintain them in perpetuity by paying annual claims fees to the
Bolivian government of approximately $50,000.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
June 2003, we acquired 100% of the Buen Futuro mining claim located in the center of
Golden Eagles 125,000-acre landholding in the Precambrian Shield geological
formation. The Buen Futuro claim consists of 2,500 acres and contains three
well-identified gold/copper ore bodies.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
December 2003, we completed the acquisition of the Cobra claim, an additional 22,500 acres
of ground in the Ascension Gold-Copper Trend in eastern Bolivias Precambrian Shield.
The Cobra claim has proven positive for ore deposits containing gold and copper, as well
as, near-surface gold oxide deposits. We secured the Cobra claim through a Bolivian mining
petition and paid initial claims fees of $10,000 to acquire the property. To maintain the
property in perpetuity, we must pay annual claims fees to the Bolivian government of
$9,000. We have subsequently reduced some of our previously-held concessions in the
Ascension Gold-Copper Trend, and our total landholdings in the Precambrian Shield now
total 136,500 acres.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| |  | Going Concern
ConsiderationsThe accompanying financial statements have been presented assuming we will continue as a going
concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. However, we had negative working capital of $(1,674,588)
as of December 31, 2003 and we have incurred substantial losses of $36,186,963 since our
inception. We presently have one producing mine and plant that is breaking even on an
operating basis but is not yet able to cover exploration, development and general and
administrative expenses on a company-wide basis. To further develop the mine and plant at
Cangalli, we will require additional financing to satisfy our outstanding obligations and
an increase in gold production levels. In addition our bank has indicated it intends not to
renew our loan for $995,800 on June 30, 2004. Unless we successfully obtain suitable
significant additional financing arrangements, there is substantial doubt about our
ability to continue as a going concern. Managements plans to address these matters
include private placements of stock in reliance on exemptions to registration found in
Sections 4(2) and 4(6) of the Securities Act of 1933, a Regulation D offering, obtaining
short-term loans, seeking suitable joint venture relationships, and by increasing the
mineral production levels at our existing operation and commencing mining operations at
other claims owned by us or on properties to be acquired by us. The financial statements
do not include any adjustments to reflect the possible future effect on the recoverability
and classification of assets or the amounts and classification of liabilities that may
result from the outcome of this uncertainty.
| |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Principles
of ConsolidationThe financial statements include the accounts of Golden Eagle International, Inc. and its
subsidiaries Golden Eagle Bolivia Mining, S.A., Eagle Mining of Bolivia, Ltd., Golden
Eagle International, an unincorporated Bolivian entity, and Golden Eagle International,
Inc. (Bolivia). All inter-company transactions and balances have been eliminated. Minority
interests are not presented since they are not obligated to fund operating losses.
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Use
of EstimatesPreparation of financial statements in conformity with accounting principles generally accepted in the
United States of America requires management to make estimates and assumptions that affect
the amounts reported in the financial statements and accompanying notes. Significant areas
requiring the use of management estimates include the determination of mineral ore
quantities and the depletion expense calculation, useful lives of property and equipment
for depreciation, impairment valuations and calculation of deferred taxes. Actual results
may differ from those estimates, and such differences may be material to the financial
statements.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | ReclassificationsCertain
amounts in the prior years have been reclassified to conform to the 2003 presentation.
| | ---------------------------------------------------------------------------------------------------------------

| | Foreign
CurrencyThe
functional currency for our foreign subsidiaries is U.S. dollars. The financial
transactions, records and statements of these foreign subsidiaries are all measured in
U.S. dollars using the daily exchange rate in effect. As a result, we have no material
currency translation gains or losses. Where the local currency is used to record
transactions, any material currency translation gains or losses would be included as an
element of comprehensive income in the statement of operations and in the equity section
of the balance sheet.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Concentration
of Credit RiskOur
cash equivalents and receivables are exposed to concentrations of credit risk. We manage
and control risk by investing cash with a major financial institution. The amount on
deposit occasionally exceeds the $100,000 federally insured limit. However, management
believes that the financial institution is financially sound and the risk of loss is low.
Current risk over our receivables for minerals sold is minimized by the short periods for which these
receivables are outstanding.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Concentrations
and economic vulnerabilityConcentrations
include: reliance on two areas containing our mining prospects in isolated regions of a
foreign country; limited financial capacity of related parties and/or others to continue
funding operations; and, reliance on the future stability of the local, regional and
national governments in Bolivia. If we are successful in commencing sustained, profitable
commercial levels of production in Bolivia, we will need significant quantities of mining
equipment and supplies that are presently in short supply or unavailable. Weather may
impact mining operations and transportation of heavy equipment in the region poses
practical difficulties and is weather dependent.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Fair
Value of Financial InstrumentsDue
to their short-term nature, the carrying value of our current financial assets and
liabilities approximates their fair values. The fair value of our borrowings, if
recalculated based on current interest rates, would not significantly differ from the
recorded amounts.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Cash and Cash
EquivalentsAll
highly liquid investments purchased with an initial maturity of three months or less are
considered to be cash equivalents.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------

| | InventoryInventories
consist of in-process and gold inventories.
| | ----------------------------------------------------------------

| | In-process
inventories represent gold ore that is currently in the process of being converted to a
saleable product. The conversion process is mill in-circuit, which converts the gold ore
into gold concentrates and dore. In-process inventories are valued at the lower of average
production cost or net realizable value of the material fed into the process. As of
December 31, 2003 and 2002, there was no in-process inventory.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Gold
inventories represent mined and processed gold concentrates and dore. Gold inventories
that are received as in-kind payments of royalties are valued at fair value on the date
the gold is transferred to the Company. Gold inventory that results from our mining and
processing activities is valued at the lower of average production cost or net realizable
value. At December 31, 2003 and 2002, we held 45,596 grams, or 1,466 troy ounces, and
1,789 grams, or 58 troy ounces, of gold in inventory, respectively. As of December 31,
2003 and 2002, gold inventory was valued at $318,641 and $9,273, respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Property, Equipment
and Mineral DevelopmentProperty
and equipment are recorded at cost. Maintenance and repair costs are charged to expense as
incurred, and renewals and improvements that extend the useful life of assets are
capitalized. Depreciation on property and equipment is computed using the straight-line
method over the assets estimated useful lives as follows:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                 |           
|---------------- | ----------
|Mining equipment | 7-8 years 
|Vehicles         | 5 years   
|Office equipment | 4-10 years

| | Depreciation
and depletion expense totaled $154,853, $101,166 and $66,724 for the years ended December
31, 2003, 2002 and 2001. There was no production for the year ended December 31, 2001.
Costs associated with the acquisition and development of mining prospects are capitalized
on a property-by property basis.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral
exploration costs are expensed as incurred. Mine infrastructure development costs incurred
prior to establishing proven and probably reserves are expensed. In 2003, we expensed
$200,000 in pre-reserve mine infrastructure costs. 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.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 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 capitalized 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. Depletion expense for the years 2003, 2002 and 2001 was
$29,133, $5,515 and $-0-, respectively.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral
Interests and Other Intangible Assets 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.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Intangible
assets related to mineral interests represent mineral rights for parcels of land not owned
fee simple by us. Intangible assets represent mineral rights related to production,
development or exploration stage properties, and the value of such intangible assets is
primarily driven by the nature and amount of mineralized material believed to be
contained, or potentially contained, in such properties. Production stage mineral
interests represent interests in operating properties that contain proven and probable
reserves. Development stage mineral interests represent interests in properties under
development that contain proven and probable reserves. Exploration stage mineral interests
represent interests in properties that are believed to potentially contain mineralized
material consisting of (i) other mineralized material such as inferred material within
pits; measured, indicated and inferred material with insufficient drill spacing to qualify
as proven and probable reserves; and inferred material in close proximity to proven and
probable reserves; (ii) around-mine exploration potential such as inferred material not
immediately adjacent to existing reserves and mineralization but located within the
immediate mine infrastructure; (iii) other mine-related exploration potential that is not
part of measured, indicated or inferred material and is comprised mainly of material
outside of the immediate mine area; or (iv) greenfields exploration potential that is not
associated with any other production, development or exploration stage property, as
described above.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
royalty interest consists of a 10% gross royalty on gold production from a single shaft
mine operation, which was leased back to UCL during the purchase of the Cangalli
properties from UCL.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Intangible
assets associated with production stage mineral and royalty interests are amortized over
the life of the mine using the UOP method in order to match the amortization with the
expected underlying future cash flows. As a result, intangible assets associated with
development stage mineral interests are not amortized until such time as the underlying
property is converted to the production stage. With respect to intangible assets
associated with exploration stage mineral interests, (i) the excess of the carrying value
over the residual value of intangible assets related to other mineralized material,
around-mine exploration potential and other mine-related exploration potential is
amortized on a straight-line basis over the period that the we expect to convert, develop
or further explore the underlying properties (which period is generally equal to the
applicable life of the mine); and (ii) the excess of the carrying value over underlying
the residual value of intangible assets related to greenfields exploration potential is
amortized on a straight-line basis over the period in which we expect to complete the
exploration process.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Residual
values for exploration stage mineral interests represent the expected fair value of the
interests at the time we plan to convert, develop, further explore or dispose of the
interests. The residual values can range from zero to 100% of the gross carrying value of
the respective exploration stage mineral interests. Residual values are determined for
each individual property based on the fair value of the exploration stage mineral
interest, and the nature of, and the Companys relative confidence in, the
mineralized material believed to be contained, or potentially contained, in the underlying
property. Such values are based on (i) discounted cash flow analyses for those properties
characterized as other mineralized material and around-mine exploration potential, and
(ii) recent transactions involving similar properties for those properties characterized
as other mine-related exploration potential and greenfields exploration potential. Based
on its knowledge
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Amortizationof
the secondary market that exists for the purchase and sale of mineral properties, the
Company believes that both methods result in a residual value that is representative of
the amount that the Company could expect to receive if the property were sold to a third
party. When an exploration stage mineral interest is converted to a development or
production stage mineral interest, the residual value is reduced to zero for purposes of
calculating UOP amortization.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Long-Lived AssetsWe
have adopted SFAS No. 144, Accounting for the Impairment and Disposal of Long-Lived
Assets, which requires that long-lived assets to be held and used be reviewed for
impairment whenever events or changes in circumstances indicate that the carrying amount
of an asset may not be recoverable. We review for the impairment of long-lived assets
whenever events or changes in circumstances indicate that the carrying value of an asset
may not be recoverable. An impairment loss would be recognized when the estimated future
cash flows are less than the carrying amount of the asset and would be calculated based on
discounted cash flows. In 2002, we recorded an impairment of $88,010 on mining equipment
in Bolivia. There were no such impairments for the years ended December 31, 2003 and 2001.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Revenue Recognition
and Production CostsRevenue
is recognized when the price is determinable, upon delivery and transfer of title of gold
to the customer and when the collectibility of sales proceeds is assured. Production costs
of gold sold include labor and related direct and indirect costs of mine and plant
operations. Production costs are charged to operations as incurred. In September 2002, we
began mining operations at our Cangalli gold mine. During the fourth quarter 2002, a total
of 92,700 tons of gold bearing ore were mined and processed and during 2003, 458,767 tons
of gold bearing ore was mined and processed. Through December 31, 2003, we had
cumulatively produced 217,086 grams, or 6,964 troy ounces of gold, with gold sales of
$1,744,600.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Reclamation and
Remediation Costs (Asset Retirement Obligations)On
January 1, 2003, we adopted SFAS No. 143, Accounting for Asset Retirement
Obligations. SFAS No. 143 addresses financial accounting and reporting for
obligations associated with the retirement of tangible long-lived assets and the
associated asset retirement costs. In our current Bolivian operations, we do not
have a legal or contractual obligation for reclamation or remediation of our mines after
mining has ceased. As a result, the adoption of SFAS No. 143 did not have a material
impact on our financial position, results of operations or cash flows. However, once
development of our Precambrian Shield properties begins, we expect to incur asset
retirement obligations.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Stock Based
CompensationWe
account for stock-based compensation using Accounting Principles Board Opinion No. 25
(APB No. 25) for employee and directors. Under APB No. 25, compensation
expense is recognized for stock options with an exercise price that is less than the
market price on the grant date of the option. In 2002, we recognized expense for stock
options issued to the current and former presidents of the Company because the exercise
price was less than market and due to variable accounting requirements associated with
cashless exercise stock options. For stock options with exercise prices at or above the
market value of the stock on the grant date, we adopted the disclosure-only provisions of
Accounting for Stock Based Compensation, SFAS 123 as amended by SFAS No. 148,
Accounting for Stock-Based Compensation  Transition and Disclosure  an
amendment of FASB Statement No. 123". Had additional compensation expense for the
options granted been determined based on the fair value at the grant date for the options,
consistent with the provisions of SFAS No. 123, our net loss and net loss per share for
the years ended December 31, 2003, 2002 and 2001 would have been increased to the pro
forma amounts indicated below:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock Based
Compensation (continued)
| | ------------------------------------

|                                            | 2003         | 2002          | 2001        
|------------------------------------------- | ------------ | ------------- | ------------
|Net (loss):As reported                      | $(6,519,054) | $(12,272,389) | $(2,617,066)
|Officer compensation expense                | -            | (1,725,000)   | -           
|                                            |              |               |             
|Pro forma                                   | $(6,519,054) | $(13,997,389) | $(2,617,066)
|Net income (loss) per shareof common stock: |              |               |             
|As reported                                 | $(.02)       | $(.05)        | $(.01)      
|Pro Forma                                   | $(.02)       | $(.06)        | $(.01)      

| | In
2001 and 2003, no options were issued. For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to expense over the options vesting
period, if any.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Pro
forma information regarding the fair value of stock options is determined at the date of
grant using the Black-Scholes option pricing model with the following weighted-average
assumptions for the year ended December 31, 2002: risk free interest rates of 5%; no
dividend yield, volatility factor of the expected market price of our common stock of
354%; and a weighted-average expected life of the options of 12 months.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Beneficial
Conversion Feature of DebenturesIn
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 advantageous value of conversion rights
attached to convertible debt. Such rights give the debt holder the ability to convert his
debt into common stock at a price per share that is less than the trading price to the
public on the day the loan is made to us. The beneficial value is calculated as the
intrinsic value (the market price of the stock at the commitment date in excess of the
conversion rate) of the beneficial conversion feature of debentures and related accruing
interest is recorded as a discount to the related debt and addition to additional paid in
capital. The discount is amortized over the remaining outstanding period of related debt
using the interest method. By December 31, 2003, all debenture holders had exercised the
conversion provision of their securities and converted outstanding principal and interest
in the amount of $4,302,957 into 136,828,182 restricted common shares of Golden Eagle
stock. As of December 31, 2003, there were no debentures or accrued interest on debentures
outstanding.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Earnings
(Loss) Per ShareBasic
net income (loss) per share is computed by dividing net income (loss) attributable to the
common shareholders by the weighted average number of common shares outstanding during the
reporting period. Diluted net income per common share includes the potential dilution that
could occur upon exercise of the options to acquire common stock computed using the
treasury stock method. The treasury stock method assumes that the increase in the number
of diluting shares is reduced by the shares, which could have been repurchased by us with
the proceeds from the exercise of the options (which were assumed to have been made at the
average market price of the common shares during the reporting period). Options have not
been included in the computation of diluted income (loss) per share during all periods
because their inclusion would have been anti-dilutive.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Income
TaxesWe
use the liability method of accounting for income taxes under which deferred tax assets
and liabilities are recognized for the future tax consequences of temporary differences
between the accounting basis and the tax basis of our assets and liabilities. The deferred
tax assets and liabilities are computed using enacted tax rates in effect for the year in
which the temporary differences are expected to reverse.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Statement of Cash Flows Information and Supplemental Non-Cash Financing Activities Cash and cash equivalents include cash and short-term investments with
original maturities of three months or less. During 2003, 2002 and 2001, we paid cash for
interest of $58,331, $53,137 and $55,534, respectively. Non-cash investing and financing
transactions during the periods consist of the following:
| |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                            |  | 
|----------------------------------------------------------- |  | 
|2003                                                        |  | 
|Beneficial conversion interest added to equity              |  | 
|Accrued interest converted to stock                         |  | 
|Principal amount of debentures and notes converted to stock |  | 
|Stock issued for mining prospect                            |  | 
|Cashless exercise of stock options                          |  | 
|                                                            |  | 
|2002                                                        |  | 
|Beneficial conversion interest added to equity              |  | 
|Accrued interest converted to debt                          |  | 
|Liabilities assumed on acquisition of mining property       |  | 
|Common stock issued to acquire mining property              |  | 
|                                                            |  | 
|2001                                                        |  | 
|Contribution of accrued officer salaries to equity          |  | 
|Common stock issued for mining prospect                     |  | 
|Beneficial conversion interest added to equity              |  | 
|Conversion of accrued interest on debentures into stock     |  | 



| | Other Comprehensive
IncomeWe
do not have any items of other comprehensive income for the years ended December 31, 2003,
2002 and 2001.
| | --------------------------------------------------------------------------------------------------------------------------------------

| | Certain
Equity InstrumentsIn
June 2003, the FASB approved SFAS No. 150, Accounting for Certain Financial
Instruments with Characteristics of Both Liabilities and Equity. SFAS No. 150
establishes standards for how an issuer classifies and measures certain financial
instruments with characteristics of both liabilities and equity. We have adopted SFAS No.
150. As a result, stock to be issued in the purchase of Buen Futuro mineral interest has
been included in liabilities.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effect
of New Accounting PronouncementsIn
April 2003, the FASB issued SFAS No. 149, Amendment of Statement No. 133 on
Derivative Instruments and Hedging Activities. SFAS No. 149 amends certain portions
of SFAS No. 133 and is effective for all contracts entered into or modified after June 30,
2003 on a prospective basis. SFAS No. 149 is not expected to have a material effect on our
results of operations or financial position since we currently have no derivatives or
hedging contracts.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note C  Mining
properties

|                                                     |  | 
|---------------------------------------------------- |  | 
|Our mining properties consist of the following:      |  | 
|                                                     |  | 
|                                                    
|Mine development costs                               |  | 
|Mineral interests and other intangible assets        |  | 
|                                                    
|                                                     |  | 
|Less: accumulated depreciation and depletion         |  | 
|                                                    
|Total                                                |  | 
|                                                    
|Mine development costs                               |  | 
|Our mine development costs consist of the following: |  | 
|                                                     |  | 
|                                                    
|Mine development costs                               |  | 
|Processing plant and land                            |  | 
|                                                    
|                                                     |  | 
|                                                    

| | Mine
development costs consist primarily of the block caving and mine infrastructure costs.
These costs are being amortized as depletion expense based on the ratio of tons of ore
mined divided by estimated tons of ore accessible by currently developed mine
infrastructure. Capitalized costs do not exceed fair value.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Mineral
interests and other intangible assets

|                                                                  |  | 
|----------------------------------------------------------------- |  | 
|Our mineral and other intangible assets consist of the following: |  | 
|                                                                  |  | 
|                                                                 
|Precambrian mineral interests                                     |  | 
|Cangalli mineral interests                                        |  | 
|                                                                 
|Total                                                             |  | 
|                                                                 
|Our mineral interests are in the following stages:                |  | 
|                                                                  |  | 
|                                                                 
|                                                                 
|Mineral interest:                                                 |  | 
|Production stage                                                  |  | 
|Development stage                                                 |  | 
|Exploration stage                                                 |  | 
|                                                                 
|Total                                                             |  | 
|                                                                 
|                                                                  |  | 

| | Our
mineral interests are subject to amortization. The amounts of residual values and the
weighted-average amortization periods were as follows at December 31, 2003:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                  | Residual Value | Weighted-averageAmortization Period(years)
|----------------- | -------------- | ------------------------------------------
|                 
|Mineral interest: |                |                                           
|Production stage  |                |                                           
|Development stage |                |                                           
|Exploration stage |                |                                           

| | (1) | Our development stage properties will be amortized using the units of production
          method once production has commenced. The life is estimated.
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------

# Note C  Mining
properties (continued)

| | Based
on the carrying value of our intangible assets at December 31, 2003, the estimated
aggregate amortization expense for each of the next five years is as follows:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                         | 
|------------------------ | 
|Years ended December 31, | 
|2004                     | 
|2005                     | 
|2006                     | 
|2007                     | 
|2008                     | 

| | Concurrent
with the acquisition of UCL properties, we wrote off $100,000 of advanced royalties that
had been paid to UCL in 2000 and 2001.
| | ------------------------------------------------------------------------------------------------------------------------------------------

| | On
July 2, 2002, we acquired the Cangalli mining property from UCL, a mining cooperative. The
purchase price, capitalized as mineral interests, includes the following components:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                             | 
|------------------------------------------------------------ | 
|Cash                                                         | 
|Obligations assumed and payable over approximatelyfour years | 
|Prior contract payments                                      | 
|Common stock issued                                          | 
|                                                            
|Total                                                        | 
|                                                            
|                                                             | 

| | In
June 2003, we acquired 100% of the Buen Futuro mining property located between and
adjacent to Golden Eagles landholdings in the Precambrian Shield. The following
purchase price was capitalized as mineral interests and includes the following components:
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                     | 
|-------------------- | 
|Cash paid            | 
|Cash payable         | 
|Common stock issued  | 
|Common stock payable | 
|                    
|Total                | 
|                    
|                     | 

| | The
Buen Futuro property consists of 2,500 acres and contains proven and probable reserves of
gold and copper.  We have paid cash of $25,000 and stock valued at $75,000 in 2003. We
additionally paid cash of $25,000 in 2004.  In 2005, we must pay $200,000 in cash and
$100,000 in common stock. The contractual obligation of cash and stock, in accordance with
SFAS No. 150, has been presented as current liabilities of $25,000 and long-term
liabilities of $300,000 as of December 31, 2003.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
cash and common stock amounts due on Cangalli and Buen Futuro as of December 31, 2003 are
as follows:
| | ---------------------------------------------------------------------------------------------------------

|      | 
|----- | 
|2004  | 
|2005  | 
|2006  | 
|2007  | 
|     
|Total | 
|     

# Note D  Loans and
Notes Payable

We
have debt obligations out standing at December 31, 2003 and 2002 as follows:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 2003      | 2002       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | --------- | -----------
|Bank note  payable,  interest  at prime plus 3%.  Interest
due monthly until June 29, 2004 when  principal and unpaid
interest  are  due.   Secured  by  s  certain   assets  of
relatives of a former officer,  and 13.5 million shares of
Company stock of the former officer.                                                                                                                                                                                                                                                  | $ 995,800 | $ 995,800  
|Note payable,  interest at 18% per year issued January 16,
2002, unsecured                                                                                                                                                                                                                                                                                                                                                                                                                                                        | -         | 25,000     
|Convertible  debentures  payable,  interest  at 10% to 12%
due  annually,  principal  and  interest  due  dates  were
extended  by two  years  on  each of the  debentures,  the
first   coming  due  in  January   2004,   and  all  other
debentures  at varying  dates  during 2004  through  2006.
These   debentures   all  have  the  same  terms  and  are
convertible  at the  lesser  of $.03 to $.12 per  share or
50% of the  average  of the  closing  bid  price of common
stock for three days prior to conversion. | -         | 3,836,325  
|Less: unamortized beneficial interest discount                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | -         | (1,914,901)
|Total unrelated party                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 995,800   | 2,942,224  

Borrowings
from Related Parties:

|                                                                                                                                                                                                                                                          | 2003        | 2002       
|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ----------- | -----------
|Note payable, interest at 10.5%,issued in 1996 to a 
relative of a former officer, unsecured, due June 30, 2003, personally guaranteed by the former officer and her former husband. Classified as
 current due to the related party aspect of the notes. | 450,000     | 450,000    
|Loan from a former employee and director, interest at 8%,unsecured,
 due on demand.                                                                                                                                                                       | 23,204      | 41,204     
|Total related party                                                                                                                                                                                                                                       | 473,204     | 1,120,266  
|Total Loans and Notes                                                                                                                                                                                                                                     | 1,494,004   | 4,062,490  
|Less: Current maturities                                                                                                                                                                                                                                  | (1,494,004) | (2,141,066)
|Non-current maturities                                                                                                                                                                                                                                    | $-          | $1,921,424 

| | The
bank that has loaned us $995,800 has indicated it expects it will not renew or extend the
loan beyond June 30, 2004.
| | ------------------------------------------------------------------------------------------------------------------------

| |  | The note payable of $450,000 was due June 30, 2003. We are currently negotiating either to
convert the note to common stock or extend the due date of the loan.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
beneficial conversion interest related to the convertible debentures was recorded
initially as an addition to additional paid in capital and as a discount to the related
debentures. The discount has been amortized to interest expense over the life of the
related debentures using the interest method.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Effective
in third and fourth quarters of 2003, all of the holders of convertible debt converted
their debentures and accrued interest into common stock. As a result, all of the
unamortized discount was charged to interest expense.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
components of the unamortized discount at December 31, 2003 and 2002 is as follows:

|                               |  | 
|------------------------------ |  | 
|December 31                    |  | 
|                              
|Total discount                 |  | 
|                               |  | 
|Less: accumulated amortization |  | 
|                              
|Total unamortized              |  | 
|                              

# Note E  Income
Taxes

We have not recorded an income tax
provision for 2003, 2002 or 2001 due to continued net operating losses.

| | The
following is a reconciliation of the provision for income taxes to income before income
taxes computed at the federal statutory rate of 34%:
| | ------------------------------------------------------------------------------------------------------------------------------------------------

|                                            |  |  |  
|------------------------------------------- |  |  | -
|                                            |  |  |  
|                                           
|                                            |  | 
|Income taxes at the federal statutory rate  |  |  | $
|State income taxes, net of federal benefits |  |  |  
|(Deductible) Nondeductible expenses         |  |  |  
|Non-U.S. taxes                              |  |  |  
|Effect of net operating loss                |  |  |  
|                                           
|Net                                         |  |  | $
|                                           

Deferred
tax liabilities and deferred tax assets are as follows:

|                    |  |  |  
|------------------- |  |  | -
|                    |  |  |  
|                   
|Deferred tax asset: |  | 
|Net operating loss  |  |  | $
|Valuation allowance |  |  |  
|                   
|Net                 |  |  | $
|                   

Change
in valuation allowance as of December 31, is as follows:

|                              |  |  |  
|----------------------------- |  |  | -
|Valuation allowance:          |  |  |  
|                             
|Beginning valuation allowance |  |  | $
|Change                        |  |  |  
|                             
|Ending valuation allowance    |  |  | $
|                             

| | The
valuation allowance has been established due to the uncertainty of future taxable income,
which is necessary to realize the benefits of the deferred tax assets. We had net
operating losses (NOL) of approximately $14.2 million $6.3 million and $4.8
million at December 31, 2003, 2002 and 2001 respectfully, which expire in 2006
through 2023. These NOLs are subject to annual utilization limitations due to prior
ownership changes. The approximate tax benefit of $4,821,000 of the net operating losses
has been offset by a valuation allowance.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note F 
Stockholders Equity

| | Common
Stock IssuedDuring
2001, 11,424,662 shares of common stock were sold to various individuals in a private
placement at prices ranging from $.03 to $.05 per share for total proceeds of $363,534. On
June 28, 2001, we acquired from three individuals mining concession interests for 10
million shares of common stock valued at $300,000 ($.03 per share). During 2001, 5,341,051
shares of common stock were granted to various individuals for services valued at the
publicly traded stock prices on the day of grant ranging from $.03 to $.06 for total value
of $344,578. On December 31, 2001, accrued interest payable of $150,000 on convertible
debentures was converted to 5,000,000 shares of common stock at $.03 per share. On
December 31, 2001, our president forgave accrued salary in the amount of $905,886. This
amount has been recorded as contributed capital. On February 13, 2001 and July 9, 2001, we
issued 300,000 shares of common stock at a rate of $.073 (trading price on the date of
issue) per share to an individual in exchange for accrued interest of $44,044. On March
22, 2002, 1,000,000 shares of common stock were issued to a former officer to settle a
lawsuit at $.07 per share for a total value of $70,000. However, this settlement was
accrued into 2001 since the dispute related to earlier periods. During 2001, we recorded
the aggregate intrinsic value of the beneficial conversion feature, including the
conversion of interest, in the amount of $1,815,059.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
2002, 32,066,314 shares of common stock were sold to various individuals in a private
placement at prices ranging from $.03 to $.12 per share for total proceeds of $1,337,211.
During 2002, 6,400,870 shares of common stock were granted to various individuals for
services valued at the publicly traded stock prices on the day of grant ranging from $.03
to $.275 for total value of $1,033,745. During 2002, we issued 4,600,000 shares of common
stock at prices from $.05 to $.135 (trading price on the date of issue) per share to an
individual in exchange for accrued interest of $475,500. On July 2, 2002, 3,944,500 shares
of common stock was issued to the owners of the UCL cooperative as a portion of the
payment to acquire mining interests at $.10 per share for a total value of $394,450. On
March 20, 2002, our Board of Directors granted options to our President and CEO to
purchase 25,000,000 common shares of our stock at $0.075 per share, for a one-year period.
In addition, on that same date the Board granted options to a former Executive Officer of
us to purchase 20,000,000 common shares of our stock also at $0.075 per share, for a
one-year period. The transaction was valued at $2,098,000 using the intrinsic method for
the presidents options and Black-Scholes fair valuation method for the former
employees options. During 2002, we recorded the aggregate intrinsic value of the
beneficial conversion feature, including the conversion of interest, in the amount of
$1,777,336.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note F 
Stockholders Equity (continued)

| | During
2003, 23,697,207 shares of common stock were sold to various individuals in a private
placement at prices ranging from $.08 to $.15 per share for total proceeds of $2,149,888.
During 2003, 8,297,073 shares of common stock were granted to various individuals for
services valued at the publicly traded stock prices on the day of grant ranging from $.12
to $.255 for total value of $1,394,114. During 2003, 4,362,562 shares of common stock were
granted to various individuals and companies for mineral exploration and development
services valued at the publicly traded stock prices on the day of grant ranging from $.14
to $.217 for total value of $691,809. During 2003, we issued 11,346,956 shares of common
stock at prices from $.03 to $.19 per share to individuals in exchange for accrued
interest of $926,425 and issued 131,188,355 shares ranging from $.03 and $.19 to
individuals for the conversion of debentures and notes payable to common stock valued at
$4,465,387. During, 2003, an additional 133,000 shares of common stock was issued to the
various owners of the UCL cooperative to satisfy additional claims related to the
acquisition of the Cangalli mining interest at $.17 per share in the amount of $22,610. We
also issued 456,204 shares at a price of $.164 per share for the acquisition of the Buen
Futuro mining claim valued at $75,000. During 2003, 12,264,456 shares were issued to our
CEO and President and a former officer of Golden Eagle at $.186 per share for the cashless
exercising of options valued at $2,281,188; however, this amount was expensed during 2002
under variable accounting rules applicable to certain stock compensation transactions.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
Compensation PlanOn
June 1, 2000, our Board of Directors adopted the Golden Eagle International, Inc.
2000 Employee and Consultant Stock Compensation Plan, (the Plan) which
provides for compensation payable to employees and consultants (not including officers,
directors or others deemed to be insiders) by issuing shares of common stock or options to
purchase common stock. The Plan reserves the right to issue up to 20 million shares in the
discretion of the Board of Directors.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
November 1, 2000, the Board of Directors granted a retention bonus to certain employees of
its Bolivian subsidiary, GEII Bolivia, consisting of a total of 1,020,000 shares, one
third of which vest each year for three years beginning November 1, 2001. The estimated
fair value of the stock on the grant date was approximately $.275 per share and was
recorded as deferred compensation. Deferred compensation is amortized over the vesting
period. As of December 31, 2003, all deferred compensation for stock previously
distributed under this Plan has been fully amortized.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Officer
Retention BonusOn
November 3, 2000, the Board of Directors granted a retention bonus to an officer of its
Bolivian subsidiary, consisting of a total of 900,000 shares, 300,000 shares of which vest
each year for three years beginning November 1, 2001. The estimated fair value of the
stock on the grant date was approximately $.08 per share and is recorded as deferred
compensation. Deferred compensation is amortized over the vesting period. As of December
31, 2003, all stock previously distributed under this plan has been fully amortized.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Non-qualified
stock optionsOn
March 22, 2002, we adopted a non-qualified stock option plan for our president and former
president in which we granted options to purchase 25,000,000 and 20,000,000 shares of
common stock, respectively. A total of $2,098,000 in compensation was recorded at the time
of the granting of the options. The options were exercisable for $.075 per share for a
period of one year. The Plan provided that the recipients could elect to pay for the
shares in cash or from proceeds of the sale of a portion of the shares acquired from the
exercise of options (cashless exercise). On December 30, 2002, the recipients exercised
their options to purchase an aggregate of 24,456,523 shares of our common stock. To pay
for the shares, the individuals exchanged, in a like-kind, share-for-share exchange, a
total of 6,456,523 shares at a price of $0.284 per share for a total of $1,833,653. The
net effect was the issuance of 18,000,000 shares of common stock at the strike price of
$0.075 per share; however, the benefit to the individuals was the 18,000,000 net shares
issued and compensation of $5,112,000. On March 20, 2003, the recipients exercised their
options to purchase an aggregate of 20,543,477 shares of our common stock. To pay for the
shares, the individuals exchanged, in a like-kind, share-for-share exchange, a total of
8,279,021 shares at a price of $0.284 per share for a total of $2,351,242. The net effect
was the issuance of 12,264,456 shares of common stock at the strike price of $0.075 per
share; however, the benefit to the individuals was the 12,264,456 net shares issued and
compensation of $2,281,183. This additional compensation was recorded in 2002 and the
shares were issued in 2003.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | A
summary of the options granted to purchase common stock and the changes therein during the
years ended December 31, 2003, 2002 and 2001 is presented below.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                  |                   |                                
|--------------------------------------------------------------------------------- | ----------------- | -------------------------------
|December 31,                                                                      | 2002             
|                                                                                  |                   |                                
|                                                                                  | Number of Options | Weighted Average Exercise price
|                                                                                  |                   |                                
|Outstanding at beginning of year                                                  | 20,543,477        | .075                           
|Granted                                                                           | -                 | -                              
|Cancelled                                                                         | -                 | -                              
|Exercised                                                                         | 20,543,477        | .075                           
|                                                                                  |                   |                                
|Oustanding at year end                                                            | -                 | -                              
|                                                                                  |                   |                                
|Weighted avg. value of options granted                                            | 20,543,477        | .075                           
|                                                                                  |                   |                                
|Weighted average remaining contractual life of options outstanding as of year end | N/A               | N/A                            

|                                                                                  |                   |                                
|--------------------------------------------------------------------------------- | ----------------- | -------------------------------
|December 31,                                                                      | 2002             
|                                                                                  |                   |                                
|                                                                                  | Number of Options | Weighted Average Exercise price
|                                                                                  | >                 |                                
|Outstanding at beginning of year                                                  | -                 | -                              
|Granted                                                                           | 45,000,000        | .075                           
|Cancelled                                                                         | -                 | -                              
|Exercised                                                                         | 24,456,523        | .075                           
|                                                                                  |                   |                                
|Oustanding at year end                                                            | 20,543,477        | .075                           
|                                                                                  |                   |                                
|Weighted avg. value of options granted                                            | 20,543,477        | .075                           
|                                                                                  |                   |                                
|Weighted average remaining contractual life of options outstanding as of year end | N/A               | 79 days                        

|                                                                                  |                   |                                
|--------------------------------------------------------------------------------- | ----------------- | -------------------------------
|December 31,                                                                      | 2002             
|                                                                                  |                   |                                
|                                                                                  | Number of Options | Weighted Average Exercise price
|                                                                                  |                   |                                
|Outstanding at beginning of year                                                  | -                 | -                              
|Granted                                                                           | -                 | -                              
|Cancelled                                                                         | -                 | -                              
|Exercised                                                                         | -                 | -                              
|                                                                                  |                   |                                
|Oustanding at year end                                                            | -                 | -                              
|                                                                                  |                   |                                
|Weighted avg. value of options granted                                            | N/A               | N/A                            
|                                                                                  |                   |                                
|Weighted average remaining contractual life of options outstanding as of year end | N/A               | N/A                            

Assumptions used in valuing the stock options is:

|                            |  |  |     
|--------------------------- |  |  | ----
|For the year ended December |  |  | 2003
|31,                         |  | 
|Expected                    |  | 
|dividend yield              |  |  | -   
|Expected                    |  |  |     
|volatility                  |  |  | -   
|Risk-free                   |  | 
|interest rate               |  |  | -   
|Expected                    |  |  |     
|volatility life of options  |  |  | -   

| | Amounts expensed
to compensation were $-0-, $7,393,189 and $-0- for the years ended December 31, 2003, 2002
and 2001, respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------

# Note G  Related
Party Transactions

| | From
1994 through 1999, a former officer and current major stockholder advanced funds to us on
an unsecured basis at 8%. During 2000, $16,784 was repaid, leaving a balance of $41,204
plus accrued interest of $3,776 at December 31, 2002. Due its related party nature, the
loan is included in current liabilities. The principal amount of this note was reduced
during 2003 to a principal balance on December 31, 2003 of $23,204 and accrued interest of
$1,406.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
1996, notes payable totaling $450,000 at an interest rate of 101⁄2%, were issued to a
relative of the former officer discussed above. The notes are unsecured but personally
guaranteed by the former officer and her former husband. As of December 31, 2003, the
$450,000 of loan principal and accrued interest of $510,730 was outstanding. Due to their
related party nature, the notes are included in current liabilities.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | From
1995 through 1999, relatives of the former officer advanced funds to us on an unsecured
basis at 12%. As of December 1, 2003, $629,062 in principal plus accrued interest of
$436,292 was outstanding. On December 1, 2003, this individual agreed to convert all
outstanding principal and accrued interest to common stock at $.19 per share that was the
closing market price on the day the stock was purchased in the form of a private placement
for 5,607,129 shares.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | From
1997 through July 31, 2002, we made cumulative unsecured net advances to our president. As
of December 31, 2003, the outstanding balance of these advances totaled $516,783. However,
as of December 31, 2003, we also owed the president $516,783 of unpaid salary. The amount
due to the president, includes a voluntary cancellation of accrued salary totaling $36,457
and $443,772 in 2003 and 2001, respectively
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
1999, we contracted the services of a consulting metallurgical firm, an employee of which
became an officer and director of Golden Eagle, to carry out metallurgical and feasibility
studies, as well as perform laboratory and bench testing and analysis, on our Cangalli
prospect. On March 16, 2000, we satisfied the accrued fees payable to this in their
entirety by issuing the consulting firm 2,005,800 restricted shares of common stock ($.03
per share). In 2000, we advanced the firm $66,885. As of December 31, 2003, all advances
had been repaid by the firm. During 2003, the consulting firm was paid $93,046 in cash and
the firm and individual were paid 3,000,000 shares of common stock for engineering
services at prices between $.145 and $.215, totaling $475,000.On January 5, 2004,
the officer and director here referenced resigned as an officer and director of Golden
Eagle for health reasons. The consulting firm continues to provide services to us.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
2003, we purchased the Buen Futuro property from the mother of the wife of our consultant
and reserve estimation geologist, Dr. Biste.
| | -----------------------------------------------------------------------------------------------------------------------------------------

# Note H 
Commitments and Contingencies

| | Contingencies
Resulting from Litigation
| | ---------------------------------------



| | Litigation in Bolivia Litigation
in Bolivia against a former employee was resolved in 2002 in our favor. We had accrued a
liability of $275,804 and recaptured the prior contingency amounts as other income during
2002.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subsequent
to the 2003 year-end, a lawsuit was initiated against Golden Eagle relating to stock
transactions occurring in 1996 between a former officer and a stockbroker. The matter was
filed in the District Court for the City and County of Denver, Colorado, and is entitled:
Geiger v. Golden Eagle International, Inc. and Ronald A. Knittle, Civ. No.
03CV9390. On March 2, 2004, we filed a Motion to Dismiss plaintiffs complaint in
which we state that plaintiffs claims are barred by the statute of limitations, or
are barred based on the doctrine of issue preclusion because those issues were previously
decided against the plaintiff by an administrative law judge and the SEC in the case:
In Re Kirby, Release No. 8174 Admin. Proc. File No. 3-9602 (2003) Golden Eagle does
not believe that plaintiffs complaint has merit and further believes that the matter
as to Golden Eagle will be dismissed.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Office
LeasesOctober
30, 2002, we entered a one-year lease of an office in Draper, Utah for $1,920 per month.
Since November 2003 we have leased the offices on month-to-month basis and no new lease
has been executed. Rent paid for the office during 2003, 2002 and 2001 was approximately
$22,574, $14,000 and $12,000 respectively. We are also responsible for the cost of
utilities, insurance, taxes, and common area expenses.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
June 2003, the Golden Eagle entered into a two- year office lease in La Paz, Bolivia at
$1,700 per month. Rental expense paid for the office was approximately $20,000 per year in
2003, 2002 and 2001. Lease payments for 2004 are expected to remain at approximately
$20,000.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Other
CommitmentsUnder
our agreement with the seller of Buen Futuro, Golden Eagle has agreed to maintain an
exploration program to replace mineral reserves as they are depleted through mining for as
long as the potential for feasible mineral reserves continues on the ore deposits found
within the Buen Futuro concession. Golden Eagle has also agreed to invest $1 million in
exploration of Buen Futuro by the end of June 2006. Golden Eagle has expended
approximately $75,000. Also in the agreement, Golden Eagle has committed to commence
mineral production on the Buen Futuro concession by May 23, 2005, and to expend a minimum
of $2,000,000 to initiate that production. To date, Golden Eagle has not spent any amounts
towards this commitment.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note I  Subsequent
Events



| | Private
Placements Subsequent to Year-EndWe
have also continued to make private placements during the first quarter of 2004 with 14
accredited investors. As of March 30, 2004 we had received $600,690 in private placement
proceeds in exchange for 5,997,182 shares of restricted common stock with prices ranging
from $.09 to $.11 .
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note J  Unaudited
Gold and Copper Reserves

Cangalli

| | Effective
December 31, 2003, we estimated proven and probable gold reserves on our Cangalli mining
concessions 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. The
report states that the reserves were estimated in accordance with Industry Guide 7 of the
Securities and Exchange Commission. In preparing the reserve report and estimated mineral
reserves, Mr. Thompson was acting as a consultant to us, and Mr. Viscarra was acting as an
employee of Golden Eagle International, Inc. Bolivia. Messrs. Thompson and Viscarra have
consented to the public release of the information contained in the accompanying
consolidated financial statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | There
are many uncertainties in estimating reserve quantities and in projecting future
production rates and the timing of development expenditures. Accordingly these estimates
may change as further information becomes available.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                          |               |           |                                               |                                                        |           |                     |                                                 |          |                    
|----------------------------------------- | ------------- | --------- | --------------------------------------------- | ------------------------------------------------------ | --------- | ------------------- | ----------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Open Pit   
Total | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Open Pit in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Open Pit in tonnes | g/t Gold | Troy Ounces of Gold
|Total                                     | 613,000       | 0.47      | 9,226                                         | 299,000                                                | 0.47      | 4,500               | 314,000                                         | 0.47     | 4,726              

G/t=grams per tonne

|                                             |               |           |                                               |                                                           |           |                     |                                                    |          |                    
|-------------------------------------------- | ------------- | --------- | --------------------------------------------- | --------------------------------------------------------- | --------- | ------------------- | -------------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Underground   
Total | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Underground in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Underground in tonnes | g/t Gold | Troy Ounces of Gold
|Total                                        | 38,000        | 3.73      | 4,574                                         | 19,000                                                    | 3.73      | 2,287               | 19,000                                             | 3.73     | 2,287              

| | The
in-place proven and probable gold reserves total an in situ metal quantity of 13,800 troy
ounces. As stated in the reserve report, mining losses are estimated to be approximately
5%, and metallurgical losses are also estimated to be 5%, qualifying the in-place reserves
pursuant to Industry Guide 7, and decreasing the quantity of metal to 12,420 troy ounces
recoverable.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note J  Unaudited
Gold and Copper Reserves (continued)

Buen
Futuro

| | Effective
December 31, 2003, we estimated proven and probable gold reserves, and proven and probable
copper reserves, on our Buen Futuro mining concession located in the Precambrian Shield of
eastern Bolivia. Those reserves were estimated by Michael H. Biste, Ph.D, an independent
economic geologist and consultant in a report dated February 2004. The report states that
the reserves were estimated in accordance with Industry Guide 7 In preparing the report
and estimated mineral reserves, Dr. Biste was acting as our consultant to when we acquired
the Buen Futuro property and related information from an unrelated Bolivian national in
June 2003. At the time, Golden Eagle entered into a consulting agreement with Dr. Biste by
which we pay him $3,000 per month and Golden Eagle common stock with a value of $2,000 per
month. Dr. Biste has consented to the public release of the information in the
accompanying consolidated financial statements.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | There
are many uncertainties in estimating reserve quantities and in projecting future
production rates and the timing of development expenditures. Accordingly these estimates
may change as further information becomes available.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                           |                        |           |                                               |                                                     |           |                     |                                              |          |                    
|-------------------------- | ---------------------- | --------- | --------------------------------------------- | --------------------------------------------------- | --------- | ------------------- | -------------------------------------------- | -------- | -------------------
|Proven and 
Probable
Total | Ore in 000's of
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
000's of tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in 000's of tonnes | g/t Gold | Troy Ounces of Gold
|Total                      | 2,528                  | 1.03      | 83,175                                        | 1,577                                               | 1.12      | 56,585              | 951                                          | 0.89     | 27,328             

G/t=grams per tonne

Copper Reserves

|                           |                        |           |                                                 |                                                     |           |                              |                                              |          |                           
|-------------------------- | ---------------------- | --------- | ----------------------------------------------- | --------------------------------------------------- | --------- | ---------------------------- | -------------------------------------------- | -------- | --------------------------
|Proven and 
Probable
Total | Ore in 000's of
tonnes | % 
Copper | Fine Tonnes
of Copper    
(proven and
probable) | Proven     
Reserve    
only Ore in
000's of tonnes | % 
Copper | Fine tonnes
of Copper        | Probable Reserve only Ore in 000's of tonnes | % Copper | Fine tonnes of Copper     
|Total                      | 2,162                  | 1.72      | 37,205 (82 million pounds)                      | 1,137                                               | 1.85      | 21,025 (46.4 million pounds) | 1,025                                        | 1.58     | 16,153 (35 million pounds)

| | 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.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note J  Unaudited
Gold and Copper Reserves (continued)

Buen
Futuro (continued)

| | 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).
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
used in the preceding tables, proven (or measured) reserves are reserves for which: (a)
quantity is computed from dimensions revealed in outcrops, trenches, workings or drill
holes; grade and/or quality are computed from the results of detailed sampling; and (b)
the sites for inspection, sampling and measurement are spaced so closely and the geologic
character is so well defined that size, shape, depth and mineral content of the reserves
are well-established; and probable (or indicated) reserves are reserves for which quantity
and grade and/or quality are computed from information similar to that used for proven
(measured) reserves, but the sites for inspection, sampling and measurement are farther
apart or are otherwise less adequately spaced. The degree of assurance, although lower
than that for proven (measured) reserves, is high enough to assume continuity between
points of observation. Tonnes are the metric equivalent of U.S. tons.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note K  Quarterly
Data (Unaudited)

The
following is a summary of selected quarterly financial information.

|                     |                    |  |   |            
|-------------------- | ------------------ |  | - | -----------
|                     | 2003              
|                     | Three Months Ended
|                    
|                     |                    |  |   | March 31,  
|                    
|Revenue              |                    |  | $ | 137,196    
|                    
|Operating (loss)     |                    |  |   | (987,350   
|                    
|Net (loss)           |                    |  |   | (1,575,826 
|                    
|Net (loss) per share |                    |  |   | (.006      
|                    
|Weighted average     |                    | 
|shares outstanding   |                    |  |   | 260,126,841
|                    
|Closing price of     |                    | 
|common stock         |                    |  | $ | .182       
|                    

# Note K  Quarterly Data
(Unaudited) (continued)

|                     |                    |  |   |            
|-------------------- | ------------------ |  | - | -----------
|                     | 2003              
|                     | Three Months Ended
|                    
|                     |                    |  |   | March 31,  
|                    
|Revenue              |                    |  | $ | -          
|                    
|Operating (loss)     |                    |  |   | (2,395,544 
|                    
|Net (loss)           |                    |  |   | (2,754,200 
|                    
|Net (loss) per share |                    |  |   | (.012      
|                    
|Weighted average     |                    | 
|shares outstanding   |                    |  |   | 212,531,967
|                    
|Closing price of     |                    | 
|common stock         |                    |  | $ | .135       
|