SECURITIES EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-KSB
                            Annual Report Pursuant to
                       the Securities Exchange Act of 1934


                   For the fiscal year ended December 31, 1995
                          Commission file number 023726

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

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

             4949 South Syracuse Street, Ste. #300, Denver, CO 80237
             -------------------------------------------------------
               (Address of principal executive offices) (Zip Code)

        Registrant's telephone number, including area code: (303)694-6101

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

                            Title of each class: None
                                                 ----
                 Name of each exchange on which registered: N/A
                                                            ---
               Securities registered pursuant to Section 12(g) of
                                    the Act:

                    Title of each class: Common No Par Value

Indicate by check mark whether the registrant (1) has 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  registrant  was
required  to file  such  reports),  and  (2)  has  been  subject  to the  filing
requirements for at least the past 90 days.

                      Yes          No  X
                          ----        ----
Check if disclosure of delinquent  filers pursuant to Item 405 of Regulation S-B
is not contained in this form, and no disclosure will be contained,  to the best
of  Registrant's  knowledge,  in  definitive  proxy  or  information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB.        X
                       ----
State issuer's revenues for its most recent fiscal year. $0

Transitional Small Business Disclosure Format:

                            Yes                X  No
                      -----                 -----

<PAGE>



Aggregate  market  value  of the  voting  stock  held by  non-affiliates  of the
registrant as of December 31, 1995 was $5,193,334,  based upon the closing price
of the common stock on December 31, 1995.

Number of outstanding  shares of the  registrant's no par value common stock, as
of December 31, 1995: 38,478,675*.

*an additional 745,833 common shares were issuable at year end.


DOCUMENTS INCORPORATED BY REFERENCE

     List hereunder the following documents if incorporated by reference and the
Part of this Form 10-K into which the document is  incorporated:  (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.


<PAGE>

                                     PART 1

Item 1.           Business Development


HISTORY


     Golden Eagle  International,  Inc.,  formerly  Beneficial Capital Financial
Services Corp.  (hereinafter  referred to as the  "Registrant") is a development
stage  company,  incorporated  pursuant  to the laws of the State of Colorado on
July  21,  1988.  Prior  to the  change  of  control,  described  in  subsequent
paragraphs,  which  occurred on November 8, 1994,  the Registrant was engaged in
the business of providing financial services to emerging growth companies in the
United  States,  as well as  development  stage  companies  located in  selected
developing countries,  primarily in Central and South America.  Since the change
in control,  the  Registrant  intends to engage in the  business  of  acquiring,
developing, and operating gold, silver and other precious mineral properties.

     The business  activities of Registrant  for the fiscal year ended  December
31, 1995 were limited to attempting to negotiate,  evaluate and purchase several
mining  projects.  Registrant had no revenues for the fiscal year ended December
31,  1995.  Consequently,  a  description  of the  Registrant's  prior  business
activities  from inception  through  December 31, 1994, in view of the change of
control and a complete change of the Registrant's  primary business  activities,
is  considered  by  management  immaterial  to  an  informed   understanding  of
Registrant's current business operations and status.

     On  February  2,  1995,   Registrant  changed  its  name  to  Golden  Eagle
International, Inc.

REORGANIZATION

     On November 8, 1994, a change of control of  Registrant  occurred by virtue
of the issuance of shares of authorized but unissued shares,  the appointment of
two new directors of the incumbent Board of Directors and the appointment of new
Officers of Registrant.

     The Registrant issued  20,000,000  (adjusted post split on a 5 for 1 basis)
common  restricted  shares to Golden Eagle  Mineral  Holdings,  Inc., a Colorado
corporation   controlled  by  Mary  Erickson,  the  President  and  a  Director.
Consideration  for the  issuance  of such  shares was the  delivery of a Secured
Corporate  Promissory  Note in the amount of  $25,000.00  at ten  percent  (10%)
interest, due on demand.

     In addition,  the Registrant  agreed and appointed to its existing Board of
Directors consisting of Messrs.  Robert A. Hildebrand and Kenneth P. Bottoms two


<PAGE>



additional  directors  consisting  of Ronald A.  Knittle  and Mary A.  Erickson.
Ronald A. Knittle was appointed  President and Chief Executive  Officer and Mary
A.  Erickson was  Secretary  and  Treasurer.  Robert A.  Hildebrand  and Kenneth
Bottoms resigned as directors in 1994 and 1995, respectively.

     Other  than as  specified  herein  there  were  no  other  arrangements  or
understandings  among the members of both the former and new  control  group and
their  associates  with the respect to election of  directors  or other  matters
except that Registrant  intends to convene a special meeting of the shareholders
for the purposes of electing a new slate of directors,  to approve other matters
as deemed necessary, essential or appropriate.

(b)      BUSINESS OF ISSUER


General Information

Former Business

     From inception to November, 1994, Registrant was engaged in the business of
providing  financial services to emerging growth companies in the United States,
and also  contemplated  such  activities for companies in developing  countries.
Registrant's  activities  during  this period of time for such  activities  were
insignificant  in nature  and  amount.  Registrant's  total  revenues  from such
activities  amounted to only Twenty Two  Thousand  One Hundred  Sixteen  Dollars
($22,116.00)  while  incurring  operating  losses  of Two  Hundred  Sixty  Three
Thousand  Eight  Hundred  Fifty Six  Dollars  ($263,856.00)  for the same.  (See
"Financial Statements").

Business Activities in Mining

     Management of Registrant  acquired control on November 8, 1994.  Activities
of management were primarily  devoted to  organizational  matters  following the
change in control and the identification of precious mineral properties which it
deemed suitable for evaluation and possible acquisition.

Plan of Operation

     Registrant's  plan of operation is to engage in the business of evaluating,
acquiring,  developing,  owning,  and operating gold, mineral and other precious
mineral  properties.  Registrant will also, in accordance with industry  custom,
when  the   opportunity  is  available,   enter  into   partnerships,   business
associations and other arrangements to directly or indirectly,  jointly and with
others,  engage  in  similar  activities  with a view  toward  becoming  a fully
operating mineral exploration, development and marketing company.

     During the fiscal year ended  December 31, 1994,  Registrant  commenced its
initial  activities  toward this objective.  Such  activities  were  exclusively


<PAGE>



concentrated on negotiating  the acquisition of mineral  properties or interests
in mineral  properties  which had the  potential of commercial  development  and
production,  in the  opinion  of  management,  and  deemed  worthy of  continued
corporate activities to acquire such properties.

     An  affiliate  of  Registrant  entered into a Letter of Intent with Mineral
Mountain Mining Co. to acquire a 50% equity interest in Mineral  Mountain Mining
Co.,  which is the owner of the Silver Bar Mine,  located near Apache  Junction,
Arizona.  In that connection and in reliance upon  representations  made, and in
anticipation  of the closing of a definitive  agreement in the first  quarter of
1995,  affiliates of Registrant  advanced  substantial funds to Mineral Mountain
Mining Co.  Registrant  commenced  preparation  of  documentation  and continued
negotiations of technical  matters relating to the acquisition  during late 1994
and early 1995.

     During this time, Registrant became aware of undisclosed  unfavorable facts
concerning the proposed acquisition which it considered material to its decision
and which had induced it to enter into the Agreement. MMMC refused to enter into
a definitive agreement. Registrant, in view of such facts, declined to close the
transaction. Consequently, no acquisition of the property was made.

     As of the date of this report,  Registrant has abandoned efforts to acquire
the  property.  Registrant  has filed a lawsuit in  Arizona  to  recover  monies
advanced toward acquisition of this property. (See Item 3).

     In addition,  Registrant  entered into  negotiations  to acquire a precious
metals property known as the Long Point Placer Mining claims,  Parcels I and II,
located in Siskiyou County,  California.  Registrant  proposed to acquire all of
the assets and assume  certain of the  liabilities  of Cash Plus Mining,  LP., a
Missouri  Limited  Partnership  which  owned  the  property.  An Asset  Purchase
Agreement dated December 28, 1994, between an affiliate of Registrant, Cash Plus
Mining,  L.P. and F.R.S.,  Inc., its Corporate  General  Partner and all limited
partners,  was signed by an affiliate of Registrant  and the  Corporate  General
Partnership of Cash Mining,  L.P., on December 31, 1994. Cash Plus Mining,  L.P.
thereafter  undertook  procedures to have the Agreement  approved by its Limited
Partners on or about January 28, 1995.

     During  November,  1994,  Registrant  negotiated  for the  acquisition of a
precious  minerals  property known as the Evergreen Nos. 1 through 12 unpatented
lode mining claims located in Siskiyou County, California. The property is owned
by Mark 1 Limited, a Delaware corporation.

     Mark I Limited on December 4, 1994,  confirmed to Registrant  that a Letter
of Intent dated  November 29, 1994 was  acceptable  and the  preparation  of the
definitive agreement commenced.


<PAGE>



     These transactions have been abandoned, due to unsatisfactory due diligence
results.

History of Prospective Mineral Property Area in Bolivia

     More  than ten  thousand  years  ago,  an  ancient  river  flowed  from the
Cordillera  Real Mountains at the base of the Andes to the tropical  jungle area
where it converged with two other rivers. This ancient river, known today as the
Tipuani River,  carried with it deposits of gold which were disbursed in its bed
and  laid to rest  along  the its  length,  from  the  head of the  river to the
convergence.  As time passed,  these  deposits  were  covered by other  alluvial
deposits as the valley  filled with  material  washed away from the  surrounding
mountains  with each  season's  flooding  and  erosion.  Containing  significant
amounts of the associated deposits, for centuries the river was one of the Incan
Empire's sources of gold, which was the basis of their monetary system.

     In 1562,  Juan de Roda arrived at Roman Playa near Tipuani,  Bolivia.  This
was the first  colonial  expedition to the Tipuani River.  Exploitation  reached
Chuqini in 1580 and Tipuani in 1602. The Tipuani River, as previously mentioned,
held significant deposits of gold from the surface down to the ancient riverbed,
known as the Paleocanal, up to 1,200 ft. below the surface.

     Early in the 19th  century the first  attempts at  large-scale  mining were
made by Ildefonso  Villamil.  Villamil produced more than 150,000 ounces of gold
from several  areas  upstream from Tipuani from 1813 to 1833 and again from 1850
to 1866.  The first  attempts at  mechanization  were made with the use of water
pumps in 1840 by J. Wheathey, an Irishman.

     Heavy  equipment  was not  introduced in the area until near the end of the
19th century.  In 1898, the Incahuira  Dredging Company brought  machinery and a
dredge to the nearby  Kaka  River.  But it was the  "Compania  Aramayo de Minas"
which conducted major mining activities  between 1936 and 1949, putting the main
emphasis  on the  exploration  and  exploitation  of the  "Old  Channel"  of the
Paleotipuani.  Since 1952  (following the  nationalization  of the mines and the
forced return of all gold concessions held by Aramayo to the State on November 7
of that year) and until  1961,  the gold  placers  of the  Tipuani  Valley  were
exploited by groups  controlled by the Banco  Minero,  which bought the gold. In
1961 the  government  annulled  all  previous  licenses  and  granted  juridical
personality to  cooperatives,  which in 1963 formed the "Federacion  Regional de
Cooperativas Auriferas", which is currently exploiting the placer deposits.

Current Status of Company Interests

     In  October,   1995  the  Registrant   began  reviewing   potential  mining
opportunities  in Bolivia.  A site visit to the Tipuani River Basin  followed in
December,   with  representatives  of  the  Registrant  traveling  to  Cangalli,
approximately  2 km downriver  from Tipuani.  Included in the  expedition was an


<PAGE>



independent  geologist  hired to evaluate the Cangalli  area and  determine  the
project's  feasibility.  This consultant  reported that the area merited further
study.

     Based on this favorable report,  along with other  pre-existing  reports on
the Tipuani area, the Registrant  formed a majority-owned  Bolivian  subsidiary,
Golden Eagle Bolivia Mining, S.A. ("GEBM"),  of which Registrant initially owned
74% and later  acquired an additional 19% from its Bolivian  partners.  This new
entity entered into an agreement with Unidas Cooperativa  Cangalli Ltda. for the
rights  to  explore  and mine an area  consisting  of 11  concessions  along the
Tipuani River,  covering an area of 2,004 hectares (4,810 acres). The Registrant
then began to assist in the clean-up of the cooperative's title interests in the
concessions  to ensure that the  contract  between  the Company and  cooperative
could be protocolized by the Notary of Mines in La Paz.

     For strategic reasons involving Registrant's partners involved in GEBM, the
Registrant's directors elected to form a new majority-owned Bolivian subsidiary,
Eagle Mining of Bolivia,  Ltd. ("EMB"), in October 1996.  Registrant owns 84% of
EMB,  Registrant's  current president owns 3%, and Lic. Rene Velasquez owns 13%.
EMB subsequently assumed GEBM's contract rights and proceeded to renegotiate the
contract with the cooperative,  which was protocolized  with the Notary of Mines
in La Paz on November 11, 1996.

     Giovanni  Viscarra,  a geologist  with  regional  experience in the Tipuani
River  Valley  of  Bolivia,  was  hired  by GEBM as  chief  geologist  and  mine
superintendent.  Lic. Rene  Velasquez  soon joined Golden Eagle Bolivia  Mining,
S.A. as  president.  Lic.  Velasquez is an  economist  who has served as head of
collections  for the  Bolivian  Internal  Revenue  Service,  as well as being in
charge of the development corporation for the State of La Paz. Velasquez has run
his own construction/mining company, which has worked extensively in the Tipuani
River Basin. Both Viscarra and Velasquez  assumed their respective  positions in
the new Bolivian  subsidiary,  Eagle Mining of Bolivia,  Ltd. Lic. Velasquez has
also run his own  construction/mining  company,  which has worked extensively in
the Tipuani River Basin.  Both Viscarra and Velasquez  assumed their  respective
positions in the new Bolivian subsidiary, Eagle Mining of Bolivia, Ltd.

     Principal  products or services and their  markets.  Registrant has not yet
commenced  operation  of its proposed  business  activities  as a gold,  silver,
precious minerals,  exploration,  development and marketing  company.  When such
activities  are  commenced,  its  principal  products  obviously  will  be  such
minerals. In November of 1995 the Registrant became aware of certain gold placer
concessions along the Tipuani River in Bolivia about 100 kilometers northeast of
La Paz. These  concessions were owned by Unidas  Cooperativa  Cangalli Ltda. and
had been worked on a limited basis under  primitive  conditions.  The Registrant
employed  the  services  of Echo Gold,  Inc.  of Denver,  Colorado  to travel to
Cangalli  and evaluate  the  presence of gold or silver  deposits.  After study,


<PAGE>




testing and sampling,  Echo Gold  submitted its report to the  Registrant and it
recommended  that the property  warranted  further  evaluation.  The Registrant,
under its majority owned subsidiary,  Golden Eagle Bolivia Mining, S. A., signed
an  agreement  with Unidas  Cooperativa  Cangalli  Ltda.  on January 25, 1996 to
explore and mine the properties and market any subsequent  precious  metals that
could be extracted from the property.  The Registrant purchased and shipped some
limited  equipment to help in the evaluation of the property.  It also continued
an existing  exploration  shaft directed  toward an ancient  paleocanal  that in
other areas had been known to contain significant deposits of gold.

     Distribution methods of the products or services. When, if ever, Registrant
is successful in commencing and maintaining  operations in its proposed business
activities,  it will utilize distribution methods which are customarily employed
within the mineral  industry.  Registrant does not contemplate  that it would be
employing  any  distribution  methods  which would be  considered  innovative or
unusual.  The Registrant has established,  through its legal counsel in Bolivia,
buyers for any precious  metals that it may be successful in producing  from its
properties in Bolivia.  The  Registrant  has not yet  determined if it will sell
these precious metals to the local buyers or if it will ship the metals to other
worldwide locations for sale to various well-known refiners.

     Status of any publicly announced new product or service. Not applicable.

     Competition business conditions and the small business issuer's competitive
position  in  the  industry  and  methods  of  competition.   Registrant  is  an
insignificant  participant  among  the  firms  which  engage in the same line of
business  which  Registrant  has  chosen  as  its  principal  area  of  business
concentration.  Many of the  competitors  of the  Registrant  are companies with
significantly  greater financial and personnel resources and technical expertise
than the Registrant.  The combined financial resources and management experience
of  Registrant's  officers and directors are very limited and Registrant has and
will continue to encounter  substantial  competitive  disadvantages  compared to
Registrant's competitors.

     Sources  and  availability  of raw  materials  and the  names of  principal
suppliers.  As of December 31, 1995, the Company had no raw materials  needs. If
it ever conducts mining operations, in Bolivia or elsewhere, it will need mining
equipment  and  supplies.  Such  items  are  often  in short  supply  and may be
unavailable.  In addition,  high import tariffs may make mining equipment either
very expensive or of restricted availability due to import difficulties.

     Dependence  on one or a few major  customers.  The  Registrant is currently
dependent upon one contract with Unidas  Cooperativa  Cangalli Ltda. to explore,
develop,  and mine 11 concessions along the Tipuani River in Bolivia, and market
precious  metals  which  may be  produced  therefrom.  The  Registrant  has  not

<PAGE>



commenced  its business  activities  on any other  property nor can there be any
assurances that there will be any other properties in the future.

     Patents, trademarks, licenses, franchises,  concessions, royalty agreements
or labor contracts,  including duration.  Registrant, through its majority owned
subsidiary,  has  contracted  for 11  concessions  along  the  Tipuani  River to
explore, develop, and market precious metals that it may be able to extract from
the  properties   involved  in  the  concessions.   In  the  same  contract  the
Registrant's  subsidiary  has  granted  an 18%  royalty  to  Unidas  Cooperativa
Cangalli  Ltda. in exchange for the rights to the  concessions.  The Duration of
the contract between the Registrant's subsidiary and Unidas Cooperativa Cangalli
Ltda.  is for 25 years with an  automatic  extension  for another 25 years.  The
Company made a financial  commitment  to spend $3 million on the mining  project
within 390 days from October 28, 1996.

     Need for any  government  approval of principal  products or  services.  If
government  approval  is  necessary  and the small  business  issuer has not yet
received that approval, discuss the status of the approval within the government
approval process. Neither the Company, nor either of its operating subsidiaries,
Golden Eagle  Bolivia  Mining,  S.A., or Eagle Mining of Bolivia,  Limited,  are
obligated to receive  approval of their  principal  products or  services.  Some
activities  in  which  the  Company's   subsidiaries   are  engaged  do  require
permitting,  such as the harvesting of lumber for mine timbers and the transport
of  explosives.  However,  the Unidas  Cooperativa  Cangalli Ltda. has had those
permits for many years, and the Company's subsidiaries are allowed to piggy-back
onto those  permits and any others  which are  occasionally  required for moving
heavy equipment, etc.

     Effect of existing or probable  governmental  regulations  on the business.
Registrant  intends to  concentrate  its  immediate  efforts in  developing  its
Bolivian mineral prospect and obtain all necessary governmental  approvals.  The
effect  of such  governmental  regulations  on its  business  should  not  cause
Registrant to incur any delays in commencing  operations but may directly affect
its ability to continue operations once commenced. It is impossible at this time
to  determine  within  any  reasonable  degree of  certainty  the effect of such
regulations on its proposed business.

     Research and development  activities.  Registrant does not intend to engage
in any research and development activities.

     Costs  and  effects  of  compliance  with  environmental  laws.  Registrant
proposes to engage in an industry  which is  historically  subject to assertive,
time consuming,  and expensive  compliance with  environmental law. There is and
can be no assurance  that  Registrant,  with its small  financial  resources and
limited  personnel,  will be able to comply with such environmental laws and yet
operate in a commercially profitable manner.



<PAGE>



     Number of total employees and number of full time employees.  Registrant at
year end  employed  five (5)  persons  consisting  of its  officers  and  office
personnel.  In addition,  it had at year end several part time employees who act
as consultants  and advisors to the  Registrant.  Such  consultants and advisors
include persons  providing  expertise in disciplines  directly related to mining
activities.

Item 2.           Property

     The Registrant has its executive offices at 4949 South Syracuse, Suite 300,
Denver,  Colorado  80237.  These offices are leased from a  nonaffiliated  third
party.  Registrant  utilizes at no cost computer,  fax machine and other general
office furnishings, owned by Mary A. Erickson, located on the premises.

Item 3.           Legal Proceedings

         At year end  there  were no  actual  or  threatened  legal  proceedings
         against  Registrant,  any  Officer,  Director,   affiliate,  except  as
         follows:

                  There is an active civil  investigation of the company and its
                  officers by the Denver  Regional  Office of the Securities and
                  Exchange  Commission  into violations of the Securities Act of
                  1933  and  Securities  Exchange  Act  of  1934.  There  is  no
                  disposition  at this date but it could  result in SEC  actions
                  against the Company and its  officers,  directors,  or control
                  shareholders for injunctive relief and penalties.

                  The  Company is  Plaintiff  in Case No.  96-043428 in Superior
                  Court,  Pinal  County,  Arizona.   The  Company  sued  Mineral
                  Mountain Mining Co. and  James and Diane  Brown alleging fraud
                  and  misrepresentations  and  for  refund  of monies  paid and
                  benefits  received.  Trial  has  not  been  set and  the  case
                  remains pending in  the discovery  stage.  The  future outcome
                  cannot be predicted at this time.

During 1995, the Company engaged a person it believed was an independent  mining
engineer,  Timothy Trites, as a consultant.  In 1996, the consultant claimed the
Company liable for unpaid services and expenses  totaling  $78,440.  The Company
believes that the consultant misrepresented qualifications as a mining engineer,
did not provide the services  contracted,  usurped business  opportunities,  and
interfered with the Company's business opportunity. No litigation has been filed
to date between the parties and the Company is still assessing its position.  An
evaluation as to the outcome of this matter cannot be made at this time.




<PAGE>



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


     On January  29,  1995,  a Special  Meeting of  Shareholders  was called and
conducted  pursuant  to  Section  14 of the  Securities  Exchange  Act of  1934.
Shareholders voted to amend Registrant's Articles of Incorporation as follows:

         (1)      To  change  the  name  of  the  Corporation  to  Golden  Eagle
                  International,  Inc.  The  change  of name  was  effective  on
                  February  2,  1995,  when the  Articles  of  Amendment  to the
                  Articles of  Incorporation  were filed with the  Secretary  of
                  State of the State of Colorado.


                                     PART II

Item 5.           Market for Registrant's Common Equity and Related
                  Stockholder Matters

         The following table shows the high and low bid of  Registrant's  Common
         Stock during the last three years.
<TABLE>
<CAPTION>

1993                                Low Bid                            High Bid
----                                -------                            --------
<S>                                 <C>                                <C>
First Quarter                       did not trade
Second Quarter
Third Quarter
Fourth Quarter

1994                                Low Bid                            High Bid
----                                -------                            --------
First Quarter                       did not trade
Second Quarter                      did not trade
Third Quarter                       did not trade
Fourth Quarter                      $2.50                              $6.25

1995                                Low Bid                            High Bid
----                                -------                            --------
First Quarter                       $.125                              $5.50
Second Quarter                      $.1875                             $.75
Third Quarter                       $.21875                            $.53125
Fourth Quarter                      $.125                              $.43275
</TABLE>

(b) Holders

     As of  December  31,  1995,  there were 541  shareholders  of record of the
Registrant's Common Stock.

     On January 10, 1994,  Registrant  held a special  shareholders  meeting and
approved a 150 to 1 reverse  split  reducing  issued and  outstanding  shares to
1,123,500.  After a  change  in  control  previously  described,  the  Board  of
Directors, pursuant to the Business corporation Act of the State of Colorado, on


<PAGE>



December 6, 1994, authorized and declared a forward five-for-one (5 for 1) split
of the then 5,123,500  issued and  outstanding  Common Stock of the  Registrant,
thereby  increasing issued and outstanding to 25,617,500.  Notwithstanding  such
forward  split the par value and the  authorized  capital of  Registrant  remain
unchanged.

     Registrant  is  authorized  to issue Eight  Hundred  Million  (800,000,000)
shares par value of $0.0001 Common Shares. In addition, Registrant is authorized
to issue Ten Million  (10,000,000)  Preferred Shares par value $0.001. No shares
of Preferred Stock have been issued.

     The  Registrant  has never paid a cash dividend on its Common Stock and has
no present intention to declare or pay cash dividends on the Common Stock in the
foreseeable  future.  The Registrant intends to retain any earnings which it may
realize in the foreseeable  future to finance its operations.  Future dividends,
if any, will depend on earnings, financing requirements and other factors.

Item 6.           Management's Discussion and Analysis of
                  Financial Condition and Results of Operations

     The Company incurred expenses in substantially greater amounts in 1995 than
in 1994,  due to its  attempts  to  negotiate,  evaluate  and attempt to acquire
mineral  prospects,  none of which had been  accomplished  at year end 1995. The
Company  incurred  $250,830 in  contract  labor,  professional  fees of $10,754,
$67,108 in  consulting  fees and legal  fees of  $51,284.  Promotion  and Public
Relations  costs of $44,709 and stock  transfer  fees of $24,122 were  incurred.
Airfare and travel costs of $55,487 were  expended.  The Company issued stock or
agreed to issue for various services rendered in the amount of $171,983, some of
which involved  consulting service and some of which was for service in planning
capital  formation.  This compares to 1994 in which  expenses were $114,212 as a
large  growth  of  expenses  for 1995  (totalling  $815,507)  over  the  nominal
operations of 1994. The expenses for 1995 exceeded 1994 by over 700%.

     In 1995 the Company was reliant upon loans and  advances  from its officers
or relatives of officers for most of the funding for its operations.

     The Company had no  operational  revenue and the Company  would in the year
1996 be dependant  upon loans to fund expenses,  unless equity  capital  sources
could be found. As of year end, there was no immediate  prospect of revenue from
any company business or operations.

     The Company had no capital  resources,  nominal assets, and minimal cash on
hand at year end.




<PAGE>



         Comparison of Results of Operation for the Fiscal Years
         Ended December 31, 1994 and 1993

     During the fiscal year ended December 31, 1994,  the Registrant  realized a
net loss on  operations  of $119,354  compared  to $908,130  for the fiscal year
ended  December 31, 1995. In 1994,  $899 in interest  income was generated  from
business loans and in 1995 no revenue was generated.

     Until such time as the Registrant is able to generate  additional  capital,
management  believes  that the  Registrant  will not  generate  profits from its
current  business,  due primarily to the nominal amount of capital  available to
the Registrant.  Management further believes that the Registrant's  results from
operation in 1994 and 1995 may not be indicative of future operations.

     Operating  expenses  increased during 1995 to $815,507  compared to 1994 at
$114,212 as a result of the increase in administrative,  travel and professional
costs involved in negotiating  and evaluating  potential  mining  prospects.  In
addition,  only in 1995 did the Company  begin  activities  in mineral  prospect
analysis and evaluation and incurred greatly  increased  expenses as a result of
its attempts to negotiate,  evaluate and acquire  mineral  prospects.  It had to
write off  $78,000 in  expenditures  for the Mineral  Mountain/Arizona  proposed
acquisition.  It issued or agreed to issue  stock for  services  of  $171,983 in
relation to operations and attempts to find mining properties.  Accounts payable
increased by $215,516 related to ongoing  operations.  It wrote off a loan to an
investment  advisor of $15,000.  It received advances or loans from officers and
related  parties of $297,846 and repaid  $168,811 of such loans or advances.  It
issued stock, and agreed to issue stock related to financing activities that the
company  valued at  $391,693.  The Company  issued  notes for funds  advanced of
$110,422.

     The trend that the Company  perceives is that  expenses will continue at an
even  greater  rate if the  Company  continues  its efforts to acquire and begin
limited exploration operations on its Bolivian prospect.

     The  Company  has no capital  resources  at this  point to  provide  future
operating  capital,  and any operations may be severely  limited and impaired by
the lack of capital.

     Further,  the Company  anticipates  that it will be required by contract to
make capital  commitments in order to acquire and explore any mineral  prospect,
without having any sources for such capital committed.

     The terms of the Company  agreement with the Cangalli  cooperative  require
the expenditure of $3,000,000 USD to develop and exploit the prospect within 390
days from October 28, 1996, or the agreement will be null and void.



<PAGE>


(b)      Liquidity and Capital Resources

     The  Registrant  has no  liquidity  or capital  resources at 1995 year end.
Registrant had a working  capital and  shareholders'  deficit as of December 31,
1995, and has incurred  substantial  losses since its inception.  Its ability to
continue as a "going concern" (which  contemplates the realization of assets and
the  satisfaction  of  liabilities in the normal course of business) will depend
upon  obtaining  suitable  significant   additional  financing  to  satisfy  its
obligations and continue its activities.


Item 7.           Financial Statements and Supplementary Data


                  Please refer to pages F-1 through F-12.


Item 8.           Changes in and Disagreements with Accountants
                  on Accounting and Financial Disclosure

     There were no  disagreements  with the former  auditors  on any  matters of
accounting principles, practices or financial statement disclosures during 1995.


                                    PART III

Item 9.           Directors and Executive Officers of the
                  Registrant and Compliance with Section 16(a)
                  of the Exchange Act.


     The following table sets forth certain information concerning the Directors
and Executive Officers of the Registrant as of December 31, 1995.

<TABLE>
<CAPTION>

Name                                                        Age              Position          Office           Office
----                                                        ---              --------          Period           Term
                                                                                               ------           ------
<S>                                                          <C>                               <C>              <C>
Ronald A. Knittle ........................................   43   President, Chief Executive   11-8-94*
                                                                  Officer, Chairman of the                                     Board
                                                                  of Directors & Director

Mary A. Erickson .........................................   38   Secretary/Treasurer &        11-8-94/Present**
                                                                  Director
</TABLE>

         *Note: Resigned May 4, 1996 as an Officer and Director

         **Note: Became President as of July 4, 1996

     Directors are elected at the annual  meeting of  shareholder to serve for a
period of one year or until their  successors  are  elected and have  qualified.


<PAGE>



Vacancies  on the Board of  Directors  are  filled  by the  Board of  Directors.
Officers serve at the discretion of the Board of Directors.

Family  Relationships.  Ronald A.  Knittle and Mary A.  Erickson are husband and
wife and through their direct or indirect  beneficial  ownership of Golden Eagle
Mineral  Holdings,  Inc., may be deemed  controlling  persons and parents of the
Registrant.

BIOGRAPHICAL INFORMATION

     The  following  biographical  information  is presented for the present and
former Officers and Directors of Registrant.

     Ronald A. Knittle has been President,  Chief Executive Officer and Chairman
of the Board of Directors of the Registrant since November 8, 1994. From January
15,  1991 to  September  1, 1994 he was an officer and  director  of  Timberline
Consultants,  Inc., an investor relations consulting firm. From June 15, 1989 to
January 15, 1991 he was  associated  with JRS  Acquisitions,  Inc.,  an investor
relations  consulting  firm.  From January 1987 to June 15, 1989 Mr. Knittle was
affiliated with various brokerage firms as a stock broker.

     Mr. Knittle  attended  Brigham Young  University  where he concentrated his
studies in business courses.

     Mr. Knittle devoted  virtually all of his professional time to the business
affairs of the Company.  He is the husband of Mary A.  Erickson,  who is also an
officer, director and principal stockholder of Registrant, through her company.

     Mary A.  Erickson,  Secretary  and  Treasurer.  Ms.  Erickson  has been the
Secretary/Treasurer and a Director of the Company since November 8, 1994, and is
a major  shareholder  of  Golden  Eagle  Mineral  Holdings,  Inc.  Prior  to her
association  with Golden  Eagle,  Ms.  Erickson  was  employed  as an  executive
assistant  in  publishing  and  administration  with  companies  such  as  Jones
Intercable,  Inc.  (1984-1987),   Jones  Spacelink,  Ltd.  (1987-1988),   AIRCOA
Hospitality  Services  (1988-1989),  and  CIBER,  Inc.  (1989-1991).  She was an
officer and director of  Timberline  Consultants,  Inc.,  an investor  relations
consulting firm, from January 1991 until September 1, 1994.

     Ms. Erickson  intends to devote whatever  professional  time is required of
her to  perform  her  executive  duties on behalf of the  Company  to ensure its
success. She is the wife of Ronald A. Knittle.

     Section  16(a) of the  Securities  Exchange  Act of 1934,  as amended  (the
"Exchange Act"), requires the Company's officers and directors,  and persons who
own more than 10% of a registered class of the Company's equity  securities,  to
file reports of ownership  and changes in ownership of equity  securities of the


<PAGE>




Company   with   the   Securities   and   Exchange    Commission   and   NASDAQ.
Officers,directors  and  greater-than  10%  shareholders  are  required  by  the
Securities and Exchange Commission regulation to furnish the Company with copies
of all Section 16(a) filings.

Item 10.          Executive Compensation

     It appears that Golden Eagle Mineral  Holdings,  Inc., Ron Knittle and Mary
Erickson  failed to file several  Forms 4 and Form 5 for 1995 to report  changed
share holdings.

     The  Company  paid or  accrued  a total  of  $142,886  compensation  to the
executive  officers  as a group for  services  rendered  to the  Company  in all
capacities during the 1995 fiscal year. No one executive  officer  received,  or
has accrued for his benefit,  in excess of $60,000 for the year. No cash bonuses
were or are to be paid to such persons.

     The Company does not have any employee incentive stock option plans.
<TABLE>
<CAPTION>

                                              SUMMARY COMPENSATION TABLE OF EXECUTIVES

                                            Annual Compensation                                       Awards
------------------------------------------------------------------------------------------------------------------------------------
Name and                   Year            Salary             Bonus             Other Annual      Restricted              Securities
Principal                                  ($)                ($)               Compensation      Stock                   Underlying
Position                                                                        ($)               Award(s)                 Options/
                                                                                                  ($)                      SARs (#)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                        <C>             <C>                <C>               <C>               <C>                       <C>

President,                 1993            0                  0                 0                 0                         0
Ron
Knittle
                        -----------------------------------------------------------------------------------------------------------
                           1994            0                  0                 0                 0                         0
                        -----------------------------------------------------------------------------------------------------------
                           1995            35,583             0                 0                 0                         0
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Secretary,                 1993            0                  0                 0                 0                         0
Mary A.
Erickson
                        -----------------------------------------------------------------------------------------------------------
                           1994            0*                 0                 0                 0                         0
                        -----------------------------------------------------------------------------------------------------------
                           1995            58,499             0                 0                 0                         0
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Vice                       1993            0                  0                 0                 0                         0
President,
Dave
Hills**
                        -----------------------------------------------------------------------------------------------------------
                           1994            0                  0                 0                 0                         0
                        -----------------------------------------------------------------------------------------------------------
                           1995            24,500             0                 0                 $14,000.00                0
                        -----------------------------------------------------------------------------------------------------------
-----------------------------------------------------------------------------------------------------------------------------------

-----------------------------------------------------------------------------------------------------------------------------------
Vice                       1993            0                  0                 0                 0                         0
President,
Paul
Enright**
                        -----------------------------------------------------------------------------------------------------------
                           1994            0                  0                 0                 0                         0
                        -----------------------------------------------------------------------------------------------------------
                           1995            24,304             0                 0                 $14,000.00                0
-----------------------------------------------------------------------------------------------------------------------------------
</TABLE>


<PAGE>


* Designates unpaid accruals for management services.
** Resigned during 1996

     Option/SAR Grants Table (None)

     Aggregated  Option/SAR  Exercises in Last Fiscal Year an FY-End  Option/SAR
value (None)

     Long Term Incentive Plans - Awards in Last Fiscal Year (None)

                   DIRECTOR COMPENSATION FOR LAST FISCAL YEAR

     (Except  for   compensation  of  Officers  who  are  also  Directors  which
     Compensation is listed in Summary Compensation Table of Executives)
<TABLE>
<CAPTION>

                                    Cash Compensation                                   Security Grants
-----------------------------------------------------------------------------------------------------------------------------------
Name                            Annual            Meeting          Consulting            Number              Number of
                                Retainer          Fees             Fees/Other            of                  Securities
                                Fees ($)          ($)              Fees ($)              Shares              Underlying
                                                                                         (#)                 Options/SARs
                                                                                                             (#)
-----------------------------------------------------------------------------------------------------------------------------------
<S>                             <C>               <C>              <C>                   <C>                 <C>
A. Ron Knittle,                 0                 0                0                     0                   0
Director
-----------------------------------------------------------------------------------------------------------------------------------
B. Mary A.                      0                 0                0                     0                   0
Erickson,
Director
===================================================================================================================================
</TABLE>

Item 11.          Security Ownership of Certain Beneficial
                  Owners and Management

     The following table sets forth  information,  as of May 31, 1995, as to the
number of shares of the Registrant's Common Stock owned by (a) beneficial owners
of more than five percent of the Registrant's  outstanding  Common Stock who are
known by the  Registrant,  and (b) the Officers and Directors of the Registrant,
individually,  an the Officers and Directors of the  Registrant as a group,  and
(c) the percentage of ownership of the outstanding  Common Stock  represented by
such shares.

<TABLE>
<CAPTION>

Stock                               Names and Address                                   Beneficial                 Percent
Title of Class                      of Beneficial Owner                                  Ownership                 of
--------------                      -------------------                                 ----------                 Class
                                                                                                                   -------
<S>                                 <C>                                                 <C>                        <C>
Common Stock                        Ronald A. Knittle
                                    4949 S. Syracuse St., #300                          0                          38.3%(1)
                                    Denver, CO  80237

Common Stock                        Mary A. Erickson                                    14,737,717                 38.3%(2)
                                    4949 S. Syracuse St., #300
                                    Denver, CO  80237

</TABLE>

<PAGE>




(1) Owned indirectly and beneficially  through his wife, the sole shareholder of
Golden Eagle Mineral Holdings, Inc.

(2) Owned  indirectly  and  beneficially  as sole  shareholder  of Golden  Eagle
Mineral Holdings, Inc.

     The following table sets forth  information,  as of December 31, 1995, with
respect to the beneficial ownership of the Company's $.01 par value common stock
by the directors and officers of the Company, both individually and as a group.

<TABLE>
<CAPTION>

Name and address of Beneficial                                         Ownership                 %Ownership
of Owner                                                               Outstanding               ----------
------------------------------                                         Common (4)
                                                                       -----------

<S>                                                                    <C>                                <C>  
Golden Eagle Mineral Holdings, Inc.                                    14,737,717                         38.3%
4949 S. Syracuse St., #300
Denver, CO  80237

Ronald A. Knittle                                                      14,737,717                         38.3%
4949 S. Syracuse St., #300                                             (1)(3)
Denver, CO  80237

Mary A. (Erickson) Knittle                                             14,737,717                         38.3%
4949 S. Syracuse St., #300                                             (2)(3)
Denver, CO  80237

L.J. Campbell                                                          2,000,000                          5.2%
748 E. Center Street
Provo, Utah 84601

Present Officers and Directors
as a Group                                                             14,737,717                         38.3%
</TABLE>

1) Ronald A. Knittle may be deemed the beneficial indirect owner of these shares
by virtue of being the  husband of Mary A.  (Erickson)  Knittle  who is the sole
shareholder of Golden Eagle Mineral Holdings, Inc.

2) Mary A.  Knittle  owns  these  shares  indirectly  and  beneficially  as sole
shareholder of Golden Eagle Mineral Holdings, Inc.

3) Ronald A. and Mary A.  Knittle,  husband  and wife,  may be deemed to possess
jointly the voting and  dispositive  power over the shares owned by Golden Eagle
Mineral Holdings, Inc.

4) Based upon 38,478,675 shares issued and outstanding as of December 31, 1995.

Item 12.          Certain Relationships and Related Transactions

     During 1995, the Company issued a total of 10,052,250 sharesof common stock
to  individuals  for a total of $206,693  (ranging from $.01 to $.05) per share)


<PAGE>




and  incurred  $41,644 in stock  issuance  costs,  for net cash  proceeds to the
Company of $165,049.

     During 1995, a total of  2,009,000  shares of common  shares were issued to
employees  for  services  (700,000  shares  valued  at $.07  per  share)  and to
consultants for services  (1,000,000 shares valued at $.07 and 309,000 shares at
$.10 per share).

     In August and  September  1995,  a total of 800,000  shares of common stock
were issued to a corporate investor for $125,000 ($.15625 per share), consisting
of conversion of $105,000 of short-term loans made the Company in August through
October 1995, and a $20,000  receivable which was  subsequently  paid January 9,
1996.  The  receivable  is shown as a reduction of  stockholders'  equity in the
accompanying balance sheet.

Convertible Debt and Other Arrangements to Issue Common Stock

     A $50,000 note payable, due in October 1998, is convertible to common stock
at the lender's  option,  at the bid price on October 16,  1996,  (approximately
$.46875 per share).  In addition,  another  $50,000 note  payable,  presently in
default,  is personally  guaranteed by the former  President (and husband of the
current President) and by 200,000 shares of common stock of the Company.

     As a result of compensation arrangements, the Company is obligated to issue
5,363,985  shares of common stock to employees and consultants for 1996 services
rendered through November 13, 1996.

     During 1994, the then  Secretary/Treasurer  of the Company advanced a total
of $44,107 to the Company. In 1995, the Secretary/Treasurer  advanced additional
sums totaling  $265,163 and was repaid  $185,719  (amount due as of December 31,
1995,  was  $123,551).  The advances are unsecured  and are due upon demand.  In
1996,  repayment of the advances was agreed to,  providing for interest at eight
percent.

     During 1995,  the parents of the current  President  advanced the Company a
total of $32,683 and were repaid $8,092  (amount due as of December 31, 1995 was
$24,591). The advances are unsecured and are due upon demand. In 1996, repayment
of the advances was agreed to, providing for interest at twelve percent.

     During 1995,  the Company  agreed to issue 80,000  shares of common  stock,
valued at $.07 per share, to a cousin of the former  President for services.  As
of December 31, 1995,  the shares had not been issued,  and are reflected in the
accompanying  financial  statements  as  "issuable."  The shares  were issued in
October 1996.

     In 1993, compensation expense of $20,000 was recorded based on management's
best estimate of the fair value of time provided by the two officers.  Cash will


<PAGE>




not be  disbursed  to pay these  wages.  The  compensation  was  credited to the
Company as additional paid-in capital.

     During 1993, the Company sold 50,000 shares of Resource Finance Group, Ltd.
("RFG")  stock for  $98,170,  realizing a profit on the  investment  of $97,070.
Prior to the sale of the stock two  Company  officers  and  directors  were also
officers and directors of RFG.

     Loans and Advances

     Through  November 13,  1996,  an aunt of the current  President  loaned the
Company a total of $450,000  pursuant  to one year  unsecured  10.5%  promissory
notes payable. Also, the President's parents advanced the Company $67,400.

     Common Stock Issued and Issuable

     The Company has issued or will issue a total of 2,203,775  shares of common
stock to  investors  for cash  received  through  November  13,  1996,  totaling
approximately $418,500.  Also, through November 13, 1996, the Company has issued
or has  committed to issue for services,  a total of 5,363,985  shares of common
stock to employees or former employees and consultants.


Item 13.          Exhibits, Financial Statement Schedules and
                  Reports on Form 8-K

                  The following documents are filed as part of this report:

                  Report of Independent  Public  Accountant  Balance sheet as of
                  December  31, 1995  Statements  of  Operations,  for the years
                  ended  December  31,  1994 and 1995  and  from  July 21,  1988
                  (inception of  development  stage)  through  December 31, 1995
                  Statements  of Cash Flows,  for the years ended  December  31,
                  1994 and 1995 and from July 21, 1988 (inception of development
                  stage) through  December 31, 1995 Statements of  Stockholders'
                  Equity (Deficit) Notes to Financial Statements


                  Reports on Form 8-K:                        None

                  Exhibits:

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

     Registrant hereby incorporates by reference all exhibits identified in Par.
III, Item 1 Exhibit Index of its Report on Form 10-SB, effective June 17, 1994.

<PAGE>

Golden Eagle International, Inc.
(A Development Stage Company)

Financial  Statements
Table of Contents

-------------------------------------------------------------------------------

                                                                  PAGE
                                                                  ----

Report of Independent Public Accountant                           F-2

Financial Statements

        Balance Sheet                                             F-3

        Statement of Operations                                   F-4

        Statement of Cash Flows                                   F-5

        Statement of Changes in Stockholders' Equity (Deficit)    F-6

        Notes to Financial Statements                             F-7






















                                      F-1
<PAGE>

                                                                GAYLEN R. HANSEN
                                                     CERTIFIED PUBLIC ACCOUNTANT
                                                        7863 WEST JEWELL AVENUE
                                                   LAKEWOOD, COLORADO 80232-6807
                                                                  (303) 986-1120

REPORT OF INDEPENDENT PUBLIC ACCOUNTANT

November 13, 1996

To the Board of Directors 
Golden Eagle International, Inc. 
Denver, Colorado

I have audited the  accompanying  balance  sheet of Golden Eagle  International,
Inc. (a development stage company,  the "Company,") as of December 31, 1995, and
the related  statements of operations,  cash flows and changes in  stockholders'
equity for the years ended December 31, 1995 and 1994,  and the related  amounts
included in the cumulative  amounts for the period from July 21, 1988 (beginning
of the development  stage) to December 31, 1995. These financial  statements are
the responsibility of the Company's management.  My responsibility is to express
an opinion on these financial statements based on my audits.

I conducted my audits in accordance with generally accepted auditing  standards.
Those standards  require that I 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.
I believe that my audits provide a reasonable basis for my opinion.

In my opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Golden Eagle International, Inc. at
December 31, 1995,  and the results of its operations and its cash flows for the
years ended December 31, 1995 and 1994, and the related amounts  included in the
cumulative  amounts  for  the  period  from  July  21,  1988  (beginning  of the
development  stage) to December 31, 1995, in conformity with generally  accepted
accounting principles.

The  accompanying  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
more fully  described  in Note A to the  financial  statements,  the Company had
significant  working capital and stockholders'  deficits as of December 31, 1995
and has incurred  substantial losses since its inception.  The Company presently
has no product or  producing  properties  and requires  additional  financing to
satisfy its outstanding obligations and commence operations.  Unless the Company
successfully obtains suitable  significant  additional financing as discussed in
Note A, 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 described
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  classifications of liabilities that may result from the outcome
of this uncertainty.

  

/s/ Gaylen R. Hansen







                                      F-2
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

<TABLE>
<CAPTION>

Balance Sheet

-------------------------------------------------------------------------------
                                                                 December 31,
                                                                         1995
                                                                 ------------
<S>                                                              <C>        

ASSETS

CURRENT ASSETS
 Cash ........................................................   $    32,979
 Marketable securities .......................................         9,666
                                                                 -----------
  Total current assets .......................................        42,645
                                                                 -----------
PROPERTY AND EQUIPMENT
 Mining equipment ............................................        30,930
 Office equipment ............................................         3,586
                                                                 -----------
                                                                      34,516
 Less accumulated depreciation ...............................          (805)
                                                                 -----------
                                                                      33,711
                                                                 -----------
DEPOSITS .....................................................         2,675
                                                                 -----------
                                                                 $    79,031
                                                                 ===========

LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
 Notes payable ...............................................   $    60,422
 Advances from President and related party ...................       148,142
 Accounts payable and bank overdraft .........................       207,746
 Accrued payroll taxes and interest ..........................        48,961
                                                                 -----------
  Total current liabilities ..................................       465,271
                                                                 -----------
NOTE PAYABLE .................................................        50,000
                                                                 -----------
STOCKHOLDERS' EQUITY (DEFICIT)
 Preferred stock, par value $.01 per share;
  shares authorized 10,000,000; none issued ..................          --
 Common stock, par value $.0001 per share; authorized
  800,000,000 shares; issued and outstanding 38,478,675 shares         3,848
  Common  stock issuable,  745,833 shares ....................       102,983
Additional paid-in capital ...................................       568,198
Receivable from stockholder ..................................       (20,000)
Deficit  accumulated  during the development  stage ..........    (1,091,269)
                                                                 -----------
  Total stockholders' (deficit) ..............................      (436,240)
                                                                 -----------
                                                                 $    79,031
                                                                 ===========
</TABLE>



See accompanying notes.
                                      F-3
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)
<TABLE>
<CAPTION>

Statement of Operations
-----------------------------------------------------------------------------------------------------------------------------------
                                                                      Year Ended              July 21, 1988
                                                                      December 31                   Through
                                                            ----------------------------           December
                                                            1995                    1994           31, 1995
                                                            ----                    ----      -------------
<S>                                                  <C>                      <C>             <C>    
REVENUE
 Interest from loans .............................   $       --               $        899    $     11,727
 Commissions .....................................           --                       --             6,708
 Other ...........................................           --                       --             3,681
                                                      -----------             ------------    ------------    ---
  Total revenue ..................................           --                        899          22,116
                                                      -----------             ------------    ------------    ---
OPERATING EXPENSES ...............................        815,507                  114,212       1,092,882
                                                      -----------             ------------    ------------    ---
OPERATING (LOSS) .................................       (815,507)                (113,313)     (1,070,766)
                                                      -----------             ------------    ------------    ---
OTHER INCOME (EXPENSE)
 Unrealized gain on marketable securities ........          9,666                     --             9,666
 Gain (loss) on sale of investments ..............           --                     (1,757)         95,503
 Write off advances to Mineral Mountain Mining Co.        (78,000)                    --           (78,000)
 Write off loan to investment advisor ............        (15,000)                    --           (15,000)
 Interest expense ................................         (9,289)                  (3,229)        (27,784)
 Interest income .................................           --                        259           1,726
 Loss on retirement of equipment .................           --                     (1,314)         (1,314
                                                      -----------             ------------    ------------
  Total other income (loss) ......................        (92,623)                  (6,041)        (15,203)
                                                      -----------             ------------    ------------
NET INCOME (LOSS) ................................   $   (908,130)              $ (119,354)   $ (1,085,969)
                                                      ===========             ============    ============

EARNINGS (LOSS) PER SHARE ........................   $       (.03)              $     (.03)   $      (.17)
                                                      ===========             ============    ============
WEIGHTED AVERAGE SHARES OUTSTANDING ..............     31,852,522                3,996,156       6,504,933
                                                      ===========             ============    ============
</TABLE>





See accompanying notes.
                                      F-4
<PAGE>


Golden Eagle International, Inc.
(A Development Stage Company)
<TABLE>
<CAPTION>

Statement of Cash Flows

-----------------------------------------------------------------------------------------------------------------------------------
                                                                             Year Ended              July 21, 1988
                                                                             December 31                   Through
                                                                   ----------------------------           December
                                                                   1995                    1994           31, 1995
                                                                   ----                    ----      -------------
<S>                                                           <C>                      <C>             <C>    
CASH FLOWS FROM OPERATING ACTIVITIES
 Net income (loss) .......................................   $  (908,130)           $  (119,354)   $(1,085,969)
 Adjustments to reconcile net income (loss)
  to net cash provided by operating activities:
   Stock issued and issuable for services ................       171,983                  3,094        175,077
   Write off advances to Mineral Mountain Mining Co. .....        78,000                   --           78,000
   Write off loan to investment advisor ..................        15,000                   --           15,000
   Depreciation expense ..................................           805                    603          3,619
   Unrealized gain on marketable securities ..............        (9,666)                  --           (9,666)
   Loss (gain) on sale of investments ....................          --                    1,757        (95,503
   Loss on retirement of equipment .......................          --                    1,314          1,314
   Fair value of officer salary expensed .................          --                     --           20,000
  Changes in operating assets and liabilities:
   Accounts payable and accrued liabilities ..............       215,516                 30,350        256,707
   Notes receivable and accrued interest .................          --                    4,047           --
                                                             -----------            -----------    -----------
 Net cash flows (used for) operating activities ..........      (436,492)               (78,189)      (641,421)
                                                             -----------            -----------    -----------
CASH FLOWS FROM INVESTING ACTIVITIES
 Advances to Mineral Mountain Mining Co. .................       (68,000)               (10,000)       (78,000)
 Purchase of equipment ...................................       (34,516)                  --          (38,544)
 Loan to investment advisor ..............................       (15,000)                  --          (15,000)
 Deposits on office lease ................................        (2,675)                  --           (2,675)
 Purchase of investment securities .......................          --                  (58,378)       (59,478)
 Proceeds from investment sales ..........................          --                   56,621        154,791
 Purchase of subsidiary (net of cash acquired) ...........          --                     --           (2,700)
                                                             -----------            -----------    -----------
 Net cash flows from (used for) investing activities .....      (120,191)               (11,757)       (41,606)
                                                             -----------            -----------    -----------
CASH FLOWS FROM FINANCING ACTIVITIES
 Advances from President and related party ...............       297,846                 44,107        397,857
 Repayments of advances from President and related party..      (168,811)               (35,162)      (216,702)
 Issuance of notes payable ...............................      110,4252                   --          110,422
 Common stock issued and issuable ........................       391,693                   --          487,493
 Stock issuance costs ....................................       (41,644)                  --          (63,064)
                                                             -----------            -----------    -----------
 Net cash flows from financing activities ................       589,506                  8,945        716,006
                                                             -----------            -----------    -----------
NET INCREASE (DECREASE) IN CASH ..........................        32,826                (81,001)        32,979
CASH - BEGINNING OF PERIOD ...............................           156                 81,157           --
                                                             -----------            -----------    -----------
CASH - END OF PERIOD .....................................   $    32,979            $       156    $    32,979
                                                             ===========            ===========    ===========
</TABLE>




See accompanying notes.
                                      F-5
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)
<TABLE>
<CAPTION>
Statement of Stockholders' Equity (Deficit)
-----------------------------------------------------------------------------------------------------------------------------------
                                                                 Common Stock           Common         Additional
                                                            -----------------------      Stock           Paid-in    
                                                              Shares     Amount         Issuable         Capital    
                                                              ------     ------         --------       ----------   
<S>                                                         <C>            <C>           <C>            <C>
Inception July 21, 1988 ...............................          --      $      --      $      --     $      --   

 Issuance of common stock:
  June 1, 1989 for cash at $.00006 ....................     1,666,665            167           --             (67)
  June 30, 1990 for cash at $.03 per share ............       300,000             30           --           8,970
  July 3, 1990 for cash at $.003 per share ............       366,665             37           --           1,063
  50,000 to 1 stock split .............................          --             --             --           4,900
  January and March 1991 for cash at
   $.30074 per share from stock offering ..............       268,335             27           --          59,253
 November 1, 1993 - deficit of acquired subsidiary ....          --             --             --            --   
 Acquisition of subsidiary ............................          --             --             --           2,600
 Fair value of officer salary .........................          --             --             --          20,000
 Net loss for the periods .............................          --             --             --            --   
                                                          -----------    -----------    -----------   -----------
Balance at December 31, 1993 ..........................     2,601,665            261           --          96,719

 November 7, 1994, convert debt to equity
  at $.003 per share ..................................     2,640,830            264           --           7,659
 Novemeber 8, 1994, $.00125 per share:
  Note receivable from affiliate ......................    20,000,000          2,000           --          23,000
  Financial services ..................................    2,1000,000            210           --           2,415
  Legal services ......................................       375,000             37           --             432
 Net loss for the year ................................          --             --             --            --   
                                                          -----------    -----------    -----------   -----------
 Balance at December 31, 1994, previously reported ....    27,717,495          2,772           --         130,225
 Correction (See Note F) ..............................    (2,100,070)          (210)          --             210
                                                          -----------    -----------    -----------   -----------
Balance at December 31, 1994, corrected ...............    25,617,425          2,562           --         130,435

 Issued for cash in June and August ($.01 to $.05
  per share), less $41,644 in stock issuance costs ....    10,052,250          1,005           --         164,044
 Issued for services ($.07 per share) .................     2,009,000            201           --         148,799
 Convert notes payable ($.15625 per share) ............       800,000             80           --         124,920
 Payment of note by affiliate .........................          --             --             --            --   
 Issuable for cash ($.125 to $.282 per share),
  417,500 shares ......................................          --             --           80,000          --   
 Issuable for services and additional consideration for
  loan ($.07 per share), 328,333 shares ...............          --             --           22,983          --   
 Net loss for the year ................................          --             --             --            --   
                                                          -----------    -----------    -----------   -----------
Balance at December 31, 1995 ..........................    38,478,675    $     3,848    $   102,983   $   568,198
                                                          ===========    ===========    ===========   ===========
<PAGE>

<CAPTION>
                                                            Stockholder    Accumulated            
                                                            Receivable       Deficit        Total
                                                            -----------    -----------       -----
<S>                                                        <C>            <C>            <C>      
Inception July 21, 1988 ...............................    $      --      $      --      $      --
                                                           
 Issuance of common stock:                                 
  June 1, 1989 for cash at $.00006 ....................           --             --              100 
  June 30, 1990 for cash at $.03 per share ............           --             --            9,000 
  July 3, 1990 for cash at $.003 per share ............           --             --            1,100 
  50,000 to 1 stock split .............................           --             --            4,900 
  January and March 1991 for cash at                       
   $.30074 per share from stock offering ..............           --             --           59,280 
 November 1, 1993 - deficit of acquired subsidiary ....           --           (5,300)        (5,300)
 Acquisition of subsidiary ............................           --             --            2,600 
 Fair value of officer salary .........................           --             --           20,000 
 Net loss for the periods .............................           --          (58,485)       (58,485)
                                                           -----------    -----------    ----------- 
Balance at December 31, 1993 ..........................           --          (63,785)        33,195 
                                                           
 November 7, 1994, convert debt to equity                  
  at $.003 per share ..................................           --             --            7,923  
 Novemeber 8, 1994, $.00125 per share:                                                                
  Note receivable from affiliate ......................        (25,000)          --             --    
  Financial services ..................................           --             --            2,625  
  Legal services ......................................           --             --              469   
 Net loss for the year ................................           --         (119,354)      (119,354)
                                                           -----------    -----------    -----------  
 Balance at December 31, 1994, previously reported ....        (25,000)      (183,139)       (75,142) 
 Correction (See Note F) ..............................           --             --             --    
                                                           -----------    -----------    -----------  
Balance at December 31, 1994, corrected ...............    
                                                           
 Issued for cash in June and August ($.01 to $.05          
  per share), less $41,644 in stock issuance costs ....        (25,000)      (183,139)       (75,142)  
 Issued for services ($.07 per share) .................           --             --          165,049   
 Convert notes payable ($.15625 per share) ............           --             --          149,000   
 Payment of note by affiliate .........................        (20,000)          --          105,000   
 Issuable for cash ($.125 to $.282 per share),                  25,000           --           25,000   
  417,500 shares ......................................           --             --           80,000 
 Issuable for services and additional consideration for      
  loan ($.07 per share), 328,333 shares ...............           --             --           22,983   
 Net loss for the year ................................           --         (908,130)      (908,130)   
                                                           -----------    -----------    -----------    
Balance at December 31, 1995 ..........................    $   (20,000)   $(1,091,269)   $  (436,240)
                                                           ===========    ===========    ===========
</TABLE>





See accompanying notes.
                                      F-6
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

      Note A - Organization and Operations

      Background

Golden Eagle  International,  Inc. (a development stage company, the "Company,")
     was  incorporated  in Colo rado July 21, 1988.  The Company is to engage in
     the  business of  acquiring,  developing,  and operat ing gold,  silver and
     other precious mineral properties. Activities of the Company since November
     1994  have  been   primarily   devoted  to   organizational   matters   and
     identification   and  limited  sampling  of  precious  mineral   properties
     considered for acquisition.  Presently, substantially all of the Com pany's
     operations and business  interests are focused on a prospect in the Tipuani
     River area of the  Republic  of Bolivia See Note I - Events  Subsequent  to
     December 31, 1995 - Organization of Subsidiary and Bolivian Joint Venture.

      Reorganization

On   November 8, 1994, the Company issued 20,000,000 common restricted shares to
     a corporation solely owned by the then  Secretary-Treasurer  (currently the
     President  and  Chairman  of the  Board)  and a  director  of the  Company.
     Consideration for the common shares was a $25,000  promissory note, secured
     by  equipment  at 10%  interest,  due on demand.  The note  receivable  was
     satisfied  in 1995 as a result of  application  of 1995  advances  from the
     President in excess of the outstanding balance due.

         Going Concern Considerations

The  accompanying  financial statements have been presented assuming 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.  The Company had significant  working  capital and  stockholders'
     deficits as of December 31, 1995 and has incurred  substantial losses since
     its inception.  In addition,  a note payable of the Company is presently in
     default (see Note D - Notes Payable). The Company pres ently has no product
     or producing  properties and requires  additional  financing to satisfy its
     outstand  ing  obligations  and  commence  operations.  Unless the  Company
     successfully obtains suitable signifi cant additional  financing,  there is
     substantial  doubt  about the  Company's  ability  to  continue  as a going
     concern.  Management's  plans to address  these  matters  include  proposed
     private placements of stock, obtaining short-term loans and the acquisition
     of  operating  properties  that  will  provide  cash  flow.  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 classifications of liabilities that may result from the outcome of this
     uncertainty.


                                      F-7
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note B -- Summary of Significant Accounting Policies

Estimates

Preparation of the Company's  financial  statements in conformity with generally
     accepted  accounting princi ples requires the Company's  management to make
     estimates and  assumptions  that affect the re ported amounts of assets and
     liabilities and disclosure of contingent assets and liabilities at the date
     of the  financial  statements  and the  reported  amount  of  revenues  and
     expenses  during the  reporting  period.  Actual  results could differ from
     those estimates.

Principles of Consolidation

The  financial  statements  include the accounts of Golden Eagle  International,
     Inc. and its wholly owned sub sidiary, International Resource Finance, Inc.
     ("IFR") from November 1, 1993 (see Note C - Acquisi tion and Disposition of
     Subsidiary),  until November 8, 1994, at which time IFR was relinquished to
     prior management in connection with the reorganization described above (see
     Note A -  Reorganiza  tion).  All  intercompany  transactions  and balances
     during the period of affiliation have been elimi nated.

Marketable Securities and Payable to Stock Investment Company

Marketable securities  consist of equity  securities stated at fair market value
     in accordance with Statement of Financial Standard No. 115, "Accounting for
     Certain Investments in Debt and Equity Securities." Market values are based
     on quoted  prices.  Realized and  unrealized  gains and losses are computed
     using the first-in, first-out method of determining the cost of securities.

Property and Equipment

Property and equipment are recorded at cost.  Depreciation is computed using the
     straight-line  method over the assets'  estimated  useful lives which range
     from five to seven  years for office  equipment  and seven years for mining
     equipment.

Maintenance and repair  costs are charged to expense as  incurred,  and renewals
     and improvements that extend the useful life of assets are capitalized.


                                      F-8

<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

      Income Taxes

The  Company has adopted the  provisions  of Statement  of Financial  Accounting
     Standards No. 109, "Ac counting for Income Taxes," which  incorporates  the
     use of the asset and  liability  approach of ac counting for income  taxes.
     The asset and liability  approach  requires the recognition of deferred tax
     assets and liabilities  for the expected  future  consequences of temporary
     differences  between the financial  reporting basis and tax basis of assets
     and liabilities. See Note E - Income Taxes.

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 1995 and 1994,  the Company  paid  interest  on notes  payable to related
     parties of none and $10,841, respectively.

During 1995, non-cash transactions consist of a $20,000 promissory note received
     from a  corporation  in partial  payment of 800,000  shares of common stock
     upon conversion of 1995  short-term  loans total ing $105,000 (see Note F -
     Common Stock  Issued);  issuance of 700,000 common shares and 83,333 common
     shares issuable to former employees for services, valued at $.07 per share;
     issuance of 1,309,000  common shares and 80,000  common shares  issuable to
     consultants for services,  valued at $.07 per share (1,080,000  shares) and
     $.10 per share (309,000  shares);  and,  165,000 common shares  issuable as
     additional  consideration to an individual for making a $50,000 loan to the
     Company, valued at $.07 per share (see Note D - Notes Payable).

During 1994 non-cash  transactions consist of a $25,000 promissory note received
     from a corporation  owned by the President for 20,000,000  shares of common
     stock (see Note A - Reorganization); conversion of $7,923 debt owed related
     parties  for  2,640,830  shares of common  stock,  and  issuance of 375,000
     shares to an attorney.

Earnings (Loss) Per Share

Earnings  (loss)  per share of  common  stock are  computed  using the  weighted
     average  number  of shares  outstanding  during  each  period  plus  common
     equivalent  shares  (in  periods  in which  they have a  dilutive  effect).
     Weighted  average shares include common shares  issuable from the date they
     be came issuable.


                                      F-9

<PAGE>

Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

      Note C -- Acquisition and Disposition of Subsidiary

On   November  1, 1993,  the Board of  Directors  of the  Company  approved  the
     purchase  of all of the  outstand  ing  shares  of stock  of  International
     Resource  Finance,  Inc. from  affiliates for $100 in cash. The acquisition
     was accounted for as a purchase  using the  predecessor's  cost basis.  The
     acquired   subsidiary  had  been  newly  formed  with  minimal  operations,
     consequently supplementary information reflecting separate prior results of
     operations is not presented. On November 8, 1994, this subsid iary (with no
     significant  operations or net assets) was relinquished to prior management
     in  connec  tion  with the  reorganization  described  above.  See Note A -
     Reorganization.


Note D -- Notes Payable


Note payable  dated April 5, 1995, to an
     individual at 15%, due July 5, 1995
     and  upon de mand in the  event  of
     default.  Personally  guaranteed by
     the former  President  (and husband
     of  the  current   President)   and
     200,000  shares of common  stock of
     the  Company.  This  obligation  is
     presently in default - see Note A -
     Going  Concern  Considerations  and
     Note F - Common Stock,  Convertible
     Debt  and   Other Arrangements   to
     Issue Common Stock.                               $ 50,000

Note payable  to an  individual  at 10%,
     due in October 1998, convertible at
     the lender's option to common stock
     at $.46875 per share.  In addition,
     165,000  shares of common  stock is
     issuable    to   the    lender   as
     additional consideration for making
     this loan to the Company (valued at
     $.07  per  share).  See  Note  F  -
     Common Stock Issuable.                              50,000

Note payable  to  a  bank,  interest  at
     17.75%,   due  October  15,   1996,
     unsecured.                                          10,422
                                                       --------
                                                        110,422

Less current  maturities                                 60,422
                                                       --------
Current maturities                                     $ 50,000
                                                       ========

                  F-10

<PAGE>

Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

Note E -- Income Taxes

At   December  31,  1995,  the  Company  has net  operating  loss  carryforwards
     totaling  approximately  $812,000 that may be offset against future taxable
     income,  if any. These loss  carryforwards  expire in varying  amounts from
     2005 through 2010.  Furthermore,  use of the loss carryforwards are limited
     by certain changes in the Company's ownership.

A    tax benefit has not been reported in the accompanying  financial statements
     for the operating loss carryforwards because the Company is uncertain as to
     the likelihood of utilization.  Accordingly, the approximate tax benefit of
     $122,000 of the loss carryforward has been offset by a valuation  allowance
     of the same amount.


Note F - Stockholders' Equity

Authorized Shares

The  Company initially authorized 10,000 shares of no par value common stock. On
     June 1, 1990,  the Com pany  authorized  a 50,000  for one stock  split and
     authorized  800,000,000  shares  of  $.0001  par  value  common  stock  and
     10,000,000 shares of $.01 par value preferred stock, and additional capital
     of $4,900  was  contributed  to allow  enough  equity for the split to take
     place.

Common Stock Issued

On   June 1, 1989, the Company issued  1,666,665 shares of common stock for cash
     of $100.

In   1990,  the Company  issued 300,000 shares of common stock for cash at $.03,
     or $9000,  and 366,665  shares of common stock to  individuals  for cash at
     $.003 per share or $1,100.

From January   through  April  1991,   the  Company  met  the  minimum   funding
     requirements  of a stock  offering and sold 268,335  units at $.30 per unit
     which  consisted of one share of common stock and four warrants to purchase
     one additional share each of common stock at $.60. After deferred  offering
     costs of $21,420, the Company received net proceeds of $59,280.



                                      F-11

<PAGE>

Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

On   November 7, 1994, the Company issued 2,640,830 shares stock for a reduction
     of amounts owed related parties in the amount of $7,923 ($.003 per share).

On   November 8, 1994, the Company issued 20,000,000 common restricted shares to
     a corporation  solely owned by the President of the Company.  Consideration
     for the common shares  (valued at $.00125) was a $25,000  promissory  note,
     secured by equipment,  at 10% interest,  due on demand. The note receivable
     was satisfied in 1995 as a result of  application of 1995 advances from the
     President in excess of the outstanding balance.

Also on November 8, 1994,  375,000  common  restricted  shares valued at $.00125
     were issued to an attorney for services.

During 1995, the Company issued a total of 10,052,250  shares of common stock to
     individuals  for a total of $195,049  (ranging from $.01 to $.05 per share)
     and incurred  $41,644 in stock issuance costs, for net cash proceeds to the
     Company of $165,049.

During 1995,  a total of  2,009,000  shares  of  common  shares  were  issued to
     employees  for services  (700,000  shares  valued at $.07 per share) and to
     consultants  for  services  (1,000,000  shares  valued at $.07 and  309,000
     shares at $.10 per share).

In   August and September  1995, a total of 800,000  shares of common stock were
     issued a corporate investor for $125,000 ($.15625 per share), consisting of
     conversion  of  $105,000  of  short-term  loans made the  Company in August
     through October 1995, and a $20,000  receivable which was subsequently paid
     January 9, 1996.  The  receivable is shown as a reduction of  stockholders'
     equity in the accompanying balance sheet.

Common Stock Issuable

As   of  December  31,  1995,  a total of  745,833  shares of common  stock were
     issuable  for the  following:  177,500  shares for $50,000  cash ($.282 per
     share);  240,000  shares for $30,000 cash ($.125 per share);  83,333 shares
     for employee  services (valued at $.07);  80,000 shares to a consultant for
     services  (valued at $.07 per share);  and, 165,000 shares to an individual
     as  additional  consideration  for  making a $50,  000 loan to the  Company
     (valued at $.07 per share).





                                      F-12
<PAGE>

Warrants to Purchase Common Stock

As   a result of the 1991 sale of units described above,  there were warrants to
     purchase 1,073,333 shares of common stock at an exercise price of $.60 each
     until October 12, 1995. There were no warrants exercised.

Convertible Debt and Other Arrangements to Issue Common Stock

A    $50,000 note payable,  due in October 1998, is  convertible to common stock
     at the lender's option, at the bid price on October 16, 1996 (approximately
     $.46875 per share). In addition, another $50,000 note payable, presently in
     default,  is personally  guaranteed by the former President (and husband of
     the  current  President)  and by  200,000  shares  of  common  stock of the
     Company. See Note D - Notes Payable.

As   a result of  compensation  arrangements,  the Company is obligated to issue
     5,363,985  shares of common stock to  employees  and  consultants  for 1996
     services rendered through November 13, 1996.

Correction of Errors

In   1994, a total of 2,100,000  shares of common stock were  reported as issued
     to investment advisors for financial services totaling $2,625. These shares
     were  ultimately  not  issued  by the  Company.  In  addition,  there  were
     cumulative stock differences  between  underlying stock records and the Com
     pany's  financial  statements  totaling  70  shares.  As a  result  of  the
     foregoing, issued and outstanding shares of common stock as of December 31,
     1994, in the accompanying  statement of stockholders' equity (deficit) have
     been reduced by 2,100,070 shares.


Note G - Related Party Transactions

During 1994,  the  President  of the Company  advanced a total of $44,107 to the
     Company. In 1995, the President advanced additional sums totaling $265,163,
     was repaid  $160,719,  and applied $25,000 against a promissory note issued
     the  Company  by an  affiliate  November  8,  1994 in  connection  with the
     purchase of stock (the amount due the President as of December 31, 1995 was
     $123,551).  The advances are  unsecured  and are due upon demand.  In 1996,
     repayment of the advances  was agreed to,  providing  for interest at eight
     percent.



                                      F-13
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

During 1995,  the  parents  of the  President  advanced  the  Company a total of
     $32,683 and were  repaid  $8,092  (amount  due as of December  31, 1995 was
     $24,591).  The advances  are  unsecured  and are due upon demand.  In 1996,
     repayment of the advances was agreed to,  providing  for interest at twelve
     percent.

During 1995, the Company  agreed to issue 80,000 shares of common stock,  valued
     at $.07 per share, to a cousin of the former President for services.  As of
     December 31, 1995, the shares had not been issued, and are reflected in the
     accompanying  financial statements as "issuable." The shares were issued in
     October 1996.

In   1993,  compensation  expense of $20,000 was recorded based on  management's
     best estimate of the fair value of time provided by the two officers.  Cash
     will not be disbursed to pay these wages.  The compensation was credited to
     the Company as additional paid-in capital.

During 1993,  the Company sold 50,000  shares of Resource  Finance  Group,  Ltd.
     (`RFG") stock for $98,170, realizing a profit on the investment of $97,070.
     Prior to the sale of the stock two Company officers and directors were also
     officers and directors of RFG.


Note H -  Commitments and Contingencies

Securities and Exchange Commission

Thereis an active  civil  investigation  of the Company and its  officers by the
     Denver  Regional  Office of the  Securities  and Exchange  Commission  into
     violations of the  Securities  Act of 1933 and  Securities  Exchange Act of
     1934.  There is no  disposition of this matter as of November 13, 1996, but
     it could  result in SEC  actions  against  the  Company  and its  officers,
     directors, or control shareholders for injunctive relief and penalties.

Disagreement with Consultant

During 1995, the Company engaged a person it believed was an independent  mining
     consultant.  In 1996, the consultant  claimed the Company liable for unpaid
     services and expenses totaling $78,440. The Company believes the consultant
     did not provide the services  contracted,  usurped business opportu nities,
     and tortuously interfered with the Company. No litigation has been filed to
     date and the Company is still  assessing  damages that it has incurred as a
     result of the consultant's conduct. An evaluation as to the outcome of this
     matter cannot be made at this time.



                                      F-14
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------

MMMC and Silver Bar Mining Prospect

During 1994, a corporation  owned by the then  Secretary-Treasurer  (and current
     President)  of the Company  conducted  negotiations  with Mineral  Mountain
     Mining Co.  ("MMMC") to acquire a 46% equity interest in MMMC, the owner of
     the Silver Bar Mine located near Apache Junction,  Arizona.  As a result of
     the  foregoing,  a letter of intent was entered into with MMMC.  The rights
     and  obligations  pursuant  to the letter of intent  were  assigned  to the
     Company.  The  purchase  price of the 46%  equity  interest  was to be $1.2
     million  cash and a $4.3  million  loan at two percent over the prime rate.
     The letter of intent also provides an option to acquire an additional  four
     percent  equity in MMMC for nominal  amounts  upon certain  conditions.  In
     partial performance and pursuant to the negotiations,  the Company advanced
     $10,000 to MMMC in 1994.

In   1995, the Company continued  negotiations with MMMC in attempts to conclude
     the stock purchase agreement,  advancing an additional $68,000 to MMMC (for
     cumulative total advances of $78,000).

Principals of MMMC subsequently refused to execute or acknowledge the agreement.
     On January 18,  1996,  the Company  filed suit  against MMMC and two of its
     principals  for breach of the joint venture  agreement.  As of November 13,
     1996,  a trial  date  has not  been  set.  Litigation  is  subject  to many
     uncertainties  and the  Company  is unable to predict  the  outcome of this
     matter.  Accordingly,  the  $78,000 in  advances  to MMMC were  written off
     during 1995.

Facility Leases

In   July  1995,  the  Company  relocated  its  principal  offices  to a  Denver
     Technological  Center office  building  pursuant to a twelve month lease at
     $1,875 per month.  Rental expense for the year ended Decem ber 31, 1995 was
     $11,250 and as of that date future minimum rentals were $11,250. On July 3,
     1996 the lease converted to a month-to month arrangement.

In   addition,  in 1996, the Company  entered into a one year office lease in La
     Paz,  Bolivia  at $1,500  per month,  effective  January 1, 1996,  and on a
     month-to month basis thereafter.



                                      F-15
<PAGE>
Golden Eagle International, Inc.
(A Development Stage Company)

Notes to Financial Statements
--------------------------------------------------------------------------------


Note I -  Events Subsequent to December 31, 1995 (Unaudited)

Organization of Subsidiary and Bolivian Mining Venture

In   January 1996, the Company  organized a Bolivian  corporation,  Golden Eagle
     Bolivia Mining,  S.A.  ("GEBM") which was succeeded in August 1996 by Eagle
     Mining of Bolivia,  Ltd. ("EMB").  The Company has an 84% ownership in EMB,
     13% is owned by a Bolivian  national,  and the  remaining 3% is  personally
     owned by the President of the Company.

On   January 25,  1996,  GEBM entered  into an  agreement  with a Bolivian  gold
     mining  cooperative,  United Cangalli  Limited ("UCL") for a 25 year period
     with an option for an  additional  25 year  period,  to mine,  explore  and
     exploit  a  mining  concessions  owned by UCL.  That  agreement  was  never
     "protocolized"  (recorded by the Bolivian Notary of Mines). A new agreement
     was completed  with UCL and  protocolized  in November  1996. The agreement
     provides for a gross royalty  interest of 18% in gold production to UCL and
     commits the Company to invest a minimum of $3,000,000 by November 22, 1997.

Loans and Advances

Through November 13, 1996, an aunt of the  President  loaned the Company a total
     of $450,000  pursuant to one year unsecured 10.5% promissory notes payable.
     Also, the President's  parents advanced the Company  $67,400.  See Note G -
     Related Party Transaction).

Through November 13, 1996, two  stockholders of the Company  advanced $21,000 to
     the Company.

In   addition,  an  individual  loaned  $5,000 to the Company on March 31, 1996,
     pursuant to an eight percent promissory note payable,  due in one year with
     accumulated  interest.  The note  payable is  convertible  at the  holder's
     option into 20,000 shares of common stock, held as collateral.

Common Stock Issued and Issuable

The  Company  has  issued or will  issue a total of  2,203,775  shares of common
     stock to investors for cash re ceived through  November 13, 1996,  totaling
     approximately  $418,500.  Also,  through November 13, 1996, the Company has
     issued or has committed to issue for services,  a total of 5,363,985 shares
     of common stock to employees or former employees and consultants.



                                      F-16


<PAGE>


                                   SIGNATURES

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

                                            GOLDEN EAGLE INTERNATIONAL, INC.
                                            (Registrant)

Date:  December 17, 1996

                                            /s/ Mary A. Erickson
                                            ------------------------------------
                                            President, Chief Executive Officer
                                            Mary A. Erickson

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

                                            GOLDEN EAGLE INTERNATIONAL, INC.
                                                    (Registrant)

Date:  December 17, 1996

                                            /s/ Mary A. Erickson
                                            ------------------------------------
                                            Director - Mary A. Erickson

                                            ------------------------------------
                                            Director

                                            ------------------------------------
                                            Director