SECURITIES AND EXCHANGE COMMISSION
                           Washington, D.C.  20549

                                 FORM 10-KSB
(Mark One)
[ X ]   Annual report under Section 13 or 15(d) of the Securities Exchange Act
        of 1934 for fiscal year ended

                              December 31, 2000
[   ]   Transition report under Section 13 or 15(d) of the Securities Exchange
        Act of 1934 for the transition period from __________ to __________.

                        Commission file number 0-23726

                      GOLDEN EAGLE INTERNATIONAL, INC.
            ______________________________________________________
           (Exact name of the Company as specified in its charter)

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


     12401 South 450 East, Bldg. D2, Suite A, Salt Lake City, Utah 84020
             (Address of principal executive offices) (Zip Code)

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

Securities registered pursuant to Section 12(b) of the Act:            None
Name of each exchange on which registered:                             None

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

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

Indicate by checkmark whether the Company (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 Company
was required to file such reports), and (2) has been subject to the filing
requirements for at least the past 90 days.     [ X ]  Yes     [  ]  No

Check if 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 the Company's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment
thereto.  [  ]

Issuer's revenues for its most recent fiscal year:   $876

Aggregate market value of the voting stock held by non-affiliates of Golden
Eagle International, Inc. as of March 26, 2000 was approximately $9,305,279.
The estimate is based on the last sale price per share ($.07 on March 26, 2001
and 132,932,575 shares estimated to be held by non-affiliates.

At December 31, 2000 there were 172,746,242 shares of common stock
outstanding.

The following documents are incorporated hereunder by reference:  (1) Any
annual report to security holders - None; (2) Any proxy or information
statement - None; (3) Any prospectus filed pursuant to Rule 424(b) or (c)
under the Securities Act of 1933 - None.
Transitional Small Business Disclosure Format:  [  ]  Yes        [ X ]  No

<PAGE>

PART 1
------

Item 1.   Business Development
          --------------------
(a)  GENERAL

     Golden Eagle International, Inc., formerly Beneficial Capital Financial
Services Corp. (hereinafter referred to as "Golden Eagle", "the Company" or
"we"), is a development-stage company (as that term is defined in Statement of
Financial Accounting Standards No. 7 ["SFAS No. 7"]), incorporated pursuant to
the laws of the State of Colorado on July 21, 1988.  Its name change occurred
on February 2, 1995.  Prior to November 1994, we were 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.  During the period of time
we engaged in such business, we achieved no significant operating revenues and
generated operating losses.

     In November 1994, Golden Eagle Mineral Holdings, Inc., a previously
unaffiliated Colorado corporation, acquired control of Golden Eagle through
the issuance (approved by the then disinterested Board of Directors) of a
controlling number of shares of common stock.  Golden Eagle Mineral Holdings,
Inc., is owned by Mary A. Erickson, formerly the Corporate Secretary-Treasurer
and a director of Golden Eagle who resigned in November 1999.  Our new
management that resulted from this change of control changed Golden Eagle's
business focus into the minerals industry.  Through a subsidiary, Eagle Mining
of Bolivia, Ltd., Golden Eagle acquired a contract for mining rights in the
state of La Paz, Bolivia, as more completely described below.  (See, Part I,
Item 1(b) below.) In addition, in November 1999, Golden Eagle acquired
outright all right, title and interest in two substantial mining claims or
concessions surrounding its previous land holdings under contract. Also, in
October 2000, we acquired outright all right, title and interest in two
additional mining claims or concessions in the area surrounding its current
land holdings. Golden Eagle's total land holdings under contract
(approximately 5,000 acres) or owned outright (approximately 69,000 acres) is
74,000 acres, or 116 square miles, in the historic Tipuani Gold Mining
District.

     Golden Eagle's Bolivian advisors recommended to management that we
conduct operations in Bolivia through subsidiaries.  Initially, we formed
Golden Eagle Bolivia Mining S.A. ("GEBM") in January 1996, and Eagle Mining of
Bolivia ("EMB") in October 1996, to conduct Golden Eagle's operations and to
hold its contract property interest in Bolivia, respectively (See, Part III,
Item 12, "Certain Relationships and Related Transactions Formation of Bolivian
Subsidiaries").  GEBM owns equipment, has carried out exploration operations
and has achieved limited production of gold from the Cangalli deposit, which
is the subject of the EMB contract for the mining rights with the United
Cangalli Cooperative. However, Golden Eagle International, Inc. itself chose
to own the title to the two larger claims acquired in November 1999, and the
two additional claims acquired in October 2000.

     EMB's initial constitution, the equivalent of its Articles of
Incorporation, provided that Golden Eagle will act as the funding shareholder,
providing any necessary operating or development capital to EMB, as a "capital
contribution" and not as a loan. The other EMB shareholders are not liable for
their share of any capital contributions; all EMB shareholders share profits
in accordance with their interests.

     As indicated above, in 1996 Golden Eagle, through EMB, acquired contract
mining interests in mineral properties in Bolivia, South America, which are
prospectively valuable for gold (referred to herein as the "Cangalli
properties").  The Cangalli properties have no established reserves pursuant
to The Securities Act Industry Guide 7, FSLR Section 3831 ("Guide 7 of the SEC
Regulations"), but a significant amount of mineralization has been identified.
The exploration work and property investigations that Golden Eagle has
accomplished on the Cangalli properties are described in more detail in Item
1(b), below.  Our

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<PAGE>

subsidiary, GEBM, has achieved no significant operating revenues from these
properties, although to date it has been able to produce and sell
approximately 21,000 grams of gold, with post-royalty revenues of $161,000.
(Hereinafter, all references to Golden Eagle's holding subsidiary, "EMB", or
its operating subsidiary, "GEBM", or Golden Eagle International, Inc. itself,
shall all be referred to as "Golden Eagle", "we" or "our", unless specific
references to Golden Eagle or its subsidiaries are required for clarity.)

     Also as indicated above, our acquisitions in November 1999 and October of
2000 of four substantial mining claims or concessions in the Tipuani River
Valley, resulted in a combined total of the four claims of 69,000 acres
(referred to herein as "the Tipuani Valley properties").  The Tipuani Valley
properties surround the Cangalli properties, and all of the properties
combined total 74,000 acres under contractual control or owned outright by
Golden Eagle in the historic Tipuani Gold Mining District.  (See, Part I, Item
1(b), "Tipuani Valley Properties", below.)

     Golden Eagle's majority-owned subsidiary, GEBM, continued through 2000,
and to the date of the filing of this report, as the operator of the Cangalli
interior mine and surface operations. GEBM, at one point during 1997, had 106
employees and operated three full shifts in the Cangalli shaft and underground
workings for purposes of interior mine rehabilitation and maintenance.
However, as of December 31, 2000, GEBM employed a considerably smaller staff
working principally in maintenance and pumping operations in the Cangalli
mine.

     As noted, the future conduct of Golden Eagle's business and its response
to issues raised by third parties are dependent upon a number of factors, and
there can be no assurance that we will be able to conduct its operations as
contemplated.  Certain statements contained in this report using the terms
"may," "expects to," and other terms denoting future possibilities, are
forward-looking statements.  The accuracy of these statements cannot be
guaranteed as they are subject to a variety of risks that are beyond Golden
Eagle's ability to predict or control and that may cause actual results to
differ materially from the projections or estimates contained herein.  These
risks include, but are not limited to, the risks described in this annual
report, and the other risks associated with start-up mineral exploration
operations.  It is important that each person reviewing this report
understands the significant risks attendant to our operations and that of its
subsidiaries.  As noted, the future conduct of Golden Eagle's business and its
subsidiaries is dependent upon a number of factors, and there can be no
assurance that any of these companies will be able to conduct its operations
as contemplated herein.  We disclaim any obligation to update any
forward-looking statement made herein.

(b)     BUSINESS OF ISSUER

     The Cangalli Properties
     -----------------------

     In October 1995, Golden Eagle began reviewing potential mining
opportunities in Bolivia.  A site visit to the Tipuani River Basin
(approximately 100 miles north of the Bolivian capital of La Paz) followed in
December 1995, with our representatives traveling to Cangalli, approximately
two kilometers down river from the Tipuani Township.  Included in the
expedition was an independent geologist hired to evaluate the Cangalli area.
This consultant reported that the area merited further study.

     Based on this favorable report, along with other pre-existing reports on
the Tipuani/Cangalli area, in January 1996 Golden Eagle, through GEBM, entered
into an agreement with United Cangalli Gold Mining Cooperative, Ltd. ("UCL"),
a Bolivian cooperative.  This contract included the rights to explore and mine
an area consisting of 11 concessions along the Tipuani River, covering an area
of 2,004 hectares (4,952 acres) for a 25-year period with an option for an
additional 25 years.  While binding according to our counsel in Bolivia, this
contract was not "protocolized" (recorded) with the Bolivian Notary of Mines.
Golden Eagle then formed a new majority-owned Bolivian subsidiary, Eagle
Mining of Bolivia, Ltd. ("EMB") in October 1996 to hold the concession
interests.  EMB assumed the contract rights with UCL, renegotiated the

                                      3
<PAGE>

contract with UCL, and caused the renegotiated contract to be protocolized
with the Notary of Mines in La Paz on November 11, 1996.  As renegotiated, the
UCL contract provides for a gross royalty interest of 18% in gold production
to UCL.  It also imposed certain work obligations, which we believe have been
fulfilled:

     .    completion of first-phase exploration and the opening of one work
          front (in addition to the Cangalli shaft) by April 20, 1997 (the
          contract called for the opening, but not the sustained operation, of
          this work front);

     .    opening of two additional work fronts by December 6, 1997 (the
          contract called for the opening, but not the sustained operation, of
          these work fronts);

     .    investing a minimum of $3 million in the project (no specific term,
          other than the 25-year initial life of the contract, was fixed to
          fulfill this obligation); and

     .    providing to UCL $200,000 for reduction of UCL's prior obligations,
          including $100,000 in the form of a loan, or advanced royalty
          payment (which is repayable out of production), and $100,000 in the
          form of a grant, or land-right acquisition payment.  This $200,000
          obligation has been met.

     During the fourth quarter of 1999, we instituted a program of purchasing
individual shares from shareholders in the United Cangalli Gold Mining
Cooperative, Ltd. ("UCL"). We have embarked on this strategy to reduce or
eliminate UCL's royalty interest and the "cooperative risk factor" described
and discussed elsewhere in this report. However, a series of negotiations
during 1999 with UCL's Board of Directors, and a special committee formed to
analyze UCL's sale of the Cangalli properties, did not result in a
satisfactory agreement for the sale/purchase.


     Notwithstanding the UCL's resistance, through March 2001, we paid
non-refundable down payments toward a number of individual UCL shares with
purchase prices of $5,000 per share. In exchange, each shareholder gave us a
power of attorney to vote the UCL shares purchased. We must pay the balance of
the purchase price within a variable period from the date of the down payment,
depending on the purchase agreement, but in no case less than a year.

     After months of negotiation with the UCL Board of Directors, the UCL
Board has agreed to record the share transfers and the process is underway. A
Special General Assembly of UCL's membership, held in the third quarter of
2000, ratified its Board's decision to recognize and record our shares.
Subject to the availability of adequate funds, we plan to continue our
acquisition efforts until our goals stated above are reached. We cannot assure
that we will be successful in acquiring a majority interest (60 shares) in
UCL, but management expects to be able to continue its efforts to do so.

     The Tipuani Valley Properties
     -----------------------------

     In November 1999 and October 2000, we acquired four substantial mining
claims or concessions in the Tipuani River Valley by committing to pay the
annual mining claims fees (patents) of $27,825, resulting in a combined total
of the four claims of approximately 69,000 acres (referred to herein as "the
Tipuani Valley properties").  The Tipuani Valley properties surround the
Cangalli properties. The combined acreage of the Tipuani Valley and Cangalli
properties totals 74,000 acres, or 116 square miles, which we have under
contractual control or which we own outright in the historic Tipuani Gold
Mining District.  The Tipuani Valley properties have undergone general
reconnaissance and prospecting by our geologists and by independent
geologists, geophysicists and mining engineers.  In addition, a number of
geological and production studies have been performed on various sites and
mines within the Tipuani Valley properties over the course of the known
400-year history of the Tipuani Gold Mining District by national and
international agencies and companies.  We have assembled and reviewed those
studies during the evaluation phase while considering whether to make the
Tipuani Valley properties acquisition.  The Tipuani Valley

                                      4
<PAGE>

properties have no established reserves pursuant to Guide 7 of the SEC
Regulations, but gold mineralization has been identified within those claims.

     History of the Tipuani/Cangalli District of Bolivia
     ---------------------------------------------------

  Note:  We have relied upon an independent geological consulting firm and
  historical information for the following history, and cannot assure its
  accuracy.

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

     Early Spanish historians recorded that the province of Larecaja, in which
the Tipuani Gold Mining District is located, contributed about 126 kg (4,051
ozt) of gold per year to the Inca Emperor at Illabaya.   For this and other
purposes, a network of roads was constructed in Bolivia and Peru, some of
which are still in use today.

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

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

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

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

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

     In 1956, a North American company, South American Placers, Inc. ("SAPI"),
obtained large concessions in the lower Tipuani, Challana, Mapiri, Coroico,
and Kaka Rivers.  It began dredging at Teoponte on the Kaka River in 1959, and
continued working successfully for nearly 30 years.  This SAPI dredge set
records for gold production for day, month and year during its

                                      5
<PAGE>

active work period at the mouth of the Tipuani River.  In the 1960's, the
Tidewater Co. and Condor Mining, Inc. entered the same areas with some
success.

     Due to the perceived near-exhaustion of the best-known deposits of river
gravels, many people have abandoned the Tipuani area.  Lately, others have
been trying to work the remaining river areas and terraces, while making some
technical improvements such as deeper shafts and better underground workings.

     Historical sources have estimated that the total production of gold from
the Tipuani District (in which the Cangalli properties lie) may reach figures
close to 200 tons (6,430,000 ozt) of gold for each of the 16th, 17th, and 18th
centuries.  It was near 200 tons (6,430,000 ozt) for the 19th century and
about 500 tons (16,052,500 ozt) for the 20th century.  Therefore, for its
known history of almost 1,000 years of mining, according to these historical
sources, the Tipuani District may have produced no less than 1,000 metric tons
of gold, or more than 32 million troy ounces.  Based on information from
Aramayo Company records from the 1930s and 1940s, the ore grades mined were
usually very high, from a few tens of grams to many troy ounces of gold per
cubic meter.

     Golden Eagle's Operations
     -------------------------

     Golden Eagle's operations are subject to significant risks and
uncertainties that should be of concern to prospective investors and current
shareholders that include, but are not limited to, the following:

     Working Capital Shortages.  Although our operations in Bolivia are
carried on through our majority-owned subsidiaries, the financing of those
operations is solely dependent on our ability to provide capital resources.
From November 1997 through the date of the filing of this report, Golden Eagle
experienced significant cash shortages in its operating funds.  During January
1997, we negotiated a one-time, short-term bridge loan for $240,000 from a
Texas bank.  On March 6, 1997, this same Texas bank agreed to loan Golden
Eagle $1 million pursuant to a revolving line of credit.  This loan is
guaranteed by affiliates.   (See, Part III, Item 12, "Certain Relationships
and Related Transactions," below.)  The first proceeds from the revolving line
of credit were used to retire the short-term bridge loan.  In addition, we
paid its interest payments on the revolving line of credit during 1997, and
subsequently through the filing of this report.  This line of credit has been
renewed and is due November 30, 2001; there are, however, no further funds
that can be advanced under this line of credit.  As a result of these capital
shortages, Golden Eagle has been forced to issue its restricted common stock
in private placements as compensation to some employees and consultants, as
well as for equipment.  These issuances result in dilution to current and
future shareholders.  For example, Golden Eagle issued a total of 16,794,258
shares of restricted common stock to individuals (non-affiliates) for a total
of $513,600 during 2000. In addition, 11,519,839 shares of common stock were
issued for consulting and legal services, with a value of $360,709 (See, Note
E--Stockholders' Equity, p. F-14, Financial Statements attached hereto). We
continue to require working capital and are not likely to receive any
significant cash flow from operations in the foreseeable future.  It is not
likely that any unaffiliated party will advance debt to us on commercial
terms.  Thus, Golden Eagle may have to continue financing its operations
through the sale of equity if it can do so in accordance with all legal
requirements on terms acceptable to the Board of Directors.  (See,  Part III,
Item 6, "Management's Discussion and Analysis, below, for further information
regarding our liquidity shortages and capital requirements.)

     Golden Eagle has $5,491,062 in current liabilities, which come due at
various times commencing in May 2001.  We do not have, and will not have,
sufficient funds to pay those liabilities unless it is able to raise
sufficient capital or unless those creditors accept equity in satisfaction
for, or to renew, the debt.  There can be no assurance that we will be able to
meet these financial obligations.

     Golden Eagle's operations and future planning, based on the foregoing
discussion, are limited to, and by, its ability to raise financing through
equity funding.  Continued rehabilitation


                                      6

<PAGE>

and maintenance of the Cangalli shaft, which is a necessary component of our
future operations, are dependent upon this equity funding.  Future projections
for block caving operations in the Chaco Zone, again, are dependent on its
ability to raise additional financing.  Golden Eagle cannot assure that market
confidence will enable it to raise needed additional debt or equity financing
on reasonable terms for further exploration, operations, and plant
construction capital.

     Activities on the Cangalli Properties.  To date, Golden Eagle's
operations on the Cangalli properties under contract (which have all been
conducted through GEBM, with EMB as the holding company for the contract
interests) have consisted of exploration work (including a limited amount of
production) and documentary investigation. Historically, expenses incurred in
connection with the Cangalli properties have exceeded any revenues generated
thereby.

     In 2000, Golden Eagle projected that its subsidiary, GEBM, would enter
into commercial scale production. To date, however, our gold production has
primarily been the product of its exploration work on the properties, as well
as unsuccessful attempts at mounting commercial open-pit operations. Our
subsidiary, GEBM, has achieved no significant operating revenues from the
Cangalli properties, and has not reached its goal of commercial production.
To date it has been able to produce and sell approximately 21,000 grams of
gold, with post-royalty revenues of $161,000.  All revenues generated to date
were used in the Bolivian operations.

      Although Golden Eagle believes that it will be able to generate
additional revenues from mining gold from the Cangalli and Tipuani Valley
properties, there can be no assurance that any revenues received will exceed
expenses incurred.  Management concluded that fine gold recovery losses, and
the failure to reach high enough tonnages to even out the "nugget effect" or
erratic deposition of the gold in the deposit, were the primary causes of the
failure to achieve a greater level of production.

     In response, during 1999 and 2000, Golden Eagle contracted Bolivian and
American metallurgists to study the losses and design a circuit and mining
operation that would solve the specific problems. On August 2, 1999, Golden
Eagle announced that it had received a new metallurgical report regarding the
Cangalli gold deposit from Ronald L Atwood, Ph.D., a metallurgical consultant
and former chief metallurgist for Newmont Mining. (See, "Investigations by
Independent Consultants", in the section that follows below.) Management
expects that the Bolivian operations will continue to experience fine gold
losses until the installation of fine gold recovery circuits on the Company's
metallurgical plants can be accomplished on the Cangalli properties, if ever.
These fine gold losses might jeopardize the profitability of those operations,
and therefore, Golden Eagle's economic viability. In addition, during 2001 we
expect to be able to begin implementation of Dr. Atwood's operational plan,
discussed at length in the following section, to increase production tonnages
and even out the "nugget effect" or erratic distribution of gold in the
deposit.

     Due to these technical and financial issues on staging its own
operations, in the fourth quarter of 1998, Golden Eagle's management also
contracted the services of Behre Dolbear & Co., Inc., an international firm
that consults to the minerals industry worldwide to evaluate the Cangalli gold
deposit. (See, "Investigation by Independent Consultants", in the following
section.) This report was one of our criteria for inviting intended joint
venture partners onto the Cangalli properties.  On June 22, 1999, we announced
that it had received the results of the Behre Dolbear study.  While we
considered Behre Dolbear's report to be favorable, we cannot assure that any
potential joint venture partners will be interested in evaluating the Cangalli
prospects or in negotiating a relationship with Golden Eagle.

     Golden Eagle continues to implement its UCL share acquisition program
referred to above, notwithstanding its working capital shortages, with the
strategic objectives of eliminating the UCL royalty on the Cangalli
properties, and eliminating the "cooperative risk factor". While the Company
cannot assure that this strategy will be accomplished or, if accomplished,
will be successful, Golden Eagle does believe that the benefits of such an
approach are worth pursuing.

                                      7
<PAGE>

     In addition, in 2000 we continued to carry out its program of acquiring
title to the surrounding claims in the Paleo-Tipuani Trend. The 44,000-acre
acquisition made and announced by the Company in November 1999, and the
additional 25,000-acre acquisition announced in October 2000, were very
important steps in exerting a dominant position in the historic Tipuani Gold
Mining District. Nevertheless, Golden Eagle's management believes that it is
essential, from various strategic perspectives, to consolidate these
acquisitions, as well as any smaller contained claims. Although Golden Eagle
has not yet commenced significant activities on the Tipuani Valley properties,
it plans to pursue a program of proving the properties' value through
exploration.

     Any shareholder, or potential shareholder, should carefully weigh in
making any investment decision regarding Golden Eagle's stock the foregoing
highly significant factors, and the other factors described in this annual
report, including, without limitation: volatility of commodity prices;
volatility of our stock prices and the lack of an established market for the
our securities; the environmental risks associated with mining activities; the
lack of proven mineral reserves; the risks and difficulties associated with
international operations in general, and operations in South America, in
particular; the concentration of our assets in a single area in Bolivia; the
significant dependence on management and management's relative inexperience
with certain aspects of large open pit and underground mining operations; and
the "cooperative risk factor" discussed below in "The Company's Operations:
Business Atmosphere," Item 1. As a result of these factors, however, we
continue to be a development stage company as that term is defined in SFAS No.
7, which has not yet produced minerals in commercial quantities.

     Investigations by Independent Consultants.
     -----------------------------------------

     We have assembled over one hundred geological reports and professional
articles written on the subject of the Tipuani Gold Mining District in
general, or specific mining operations within the District.  The following,
however, are reports on the Cangalli and Tipuani Valley properties based on
studies commissioned directly by Golden Eagle specifically for the evaluation
of mining claims it owns, or which are under its contractual control.

     *   The Trites Report.  In December 1995, Golden Eagle retained Albert F.
         Trites, a Denver-based geologist who received his B.S. in geology
         from the Colorado School of Mines, and his M.S. in geology from
         Columbia University, to perform an initial reconnaissance of the
         Cangalli gold deposit.  Mr. Trites' initial verbal report back to us
         was very favorable, and he was retained to carry out a sampling
         program on the "Chaco" and "Cangalli Mine" sections of the Cangalli
         properties.  Mr. Trites provided his report to our Board of Directors
         in January 1996, "Gold Deposits of the Tipuani Basin, Bolivia with
         Proposed Development and Mining of the Cangalli and Chaco Deposits".
         In that report, Mr. Trites estimated a gold "reserve" in the Chaco
         section; and a gold "reserve block" in the "Cangalli Mine" section.
         While we were encouraged by Mr. Trites' report, we concluded that a
         sufficient basis did not exist for the estimation of a "reserve"
         pursuant to Guide 7 of the SEC Regulations.  The Company concluded
         that it needed more information, and a more detailed sampling of the
         gold deposit on the Cangalli properties.

     *   The First Paravicini Report.  To evaluate its conclusions regarding
         the prospective value of the Cangalli properties, Golden Eagle
         retained the consulting firm of Mr. Guido Paravicini, Eng., M.A., an
         independent Bolivian mining engineer and geophysicist.  Mr.
         Paravicini received his B.S. in Mining Engineering from the Technical
         University of Oruro in Oruro, Bolivia; his M.A. in Geophysics from
         Washington University in St. Louis, Missouri; and had completed his
         course work for his Ph.D. in Geology from Harvard before his
         scholarship was terminated for economic reasons and he was unable to
         defend his dissertation.  Commencing in December 1996, Mr. Paravicini
         carried out a review of the geological literature relevant to the
         Tipuani Gold Mining District in which the Cangalli and Tipuani Valley
         concessions are located.  In addition, Mr. Paravicini, and his team
         of exploration field geologists, samplers, panners, and other
         auxiliary personnel, conducted field studies and sampling. Mr.
         Paravicini's findings and

                                      8
<PAGE>

         recommendations are found in his report of April 1997, Technical
         Geological Report on the Gold Deposits at Cangalli, Bolivia.  Mr.
         Paravicini had estimated a substantial Indicated Resource of gold,
         and an extremely large Inferred Resource of gold. However, Mr.
         Paravicini's report highly recommended additional exploration and
         confirmation work that would be required to further establish the
         gold mineralization, and estimate reserves, if any.

     *   The Second Paravicini Report.  In July 1997, Mr. Paravicini and his
         team of exploration field geologists began a sampling and geological
         mapping program on the Cangalli properties. In May 1998, Mr.
         Paravicini issued his final report based on that field work,
         "Technical Geological and Sampling Report: Resources and Reserves on
         the Gold Deposits at Cangalli, Bolivia", which confirmed the
         existence of significant gold mineralization on the Cangalli
         properties under Golden Eagle's subsidiary's control. In his final
         report, Mr. Paravicini estimated substantial gold reserves in the
         "Chaco" and "Cangalli Mine" sections of the Cangalli properties, as
         well as substantial resources on a broader section.  However, after
         further analysis of Mr. Paravicini's results, we concluded that he
         had not established "reserves" on the Cangalli properties pursuant
         to Guide 7 of the SEC Regulations, and the Company did not declare a
         reserve in its filings with the SEC, nor did it use a reserve in its
         accounting to determine whether to expense or capitalize exploration
         costs.

     *   The Behre Dolbear Report.  On October 7, 1998, Golden Eagle entered
         into a consulting agreement with Behre Dolbear & Co., Inc. ("Behre
         Dolbear") of Denver, Colorado, an internationally recognized minerals
         industry consulting firm.  Behre Dolbear's report, "Report on Results
         of Gold Sampling Program: Cangalli Area, Bolivia", was given to
         Golden Eagle in June 1999. The report was the result of a field
         sampling program and historical literature search regarding gold
         production in the Tipuani Gold Mining District, performed by Behre
         Dolbear geologists beginning with site work in October 1998, and
         culminating with a site visit in February 1999. Behre Dolbear's
         report stated that its sampling "confirms that alluvial gold is
         present in the Cangalli conglomerate.  Gold occurrence is erratic,
         but extends over significant vertical and horizontal sections."
         Behre Dolbear further stated:  "The extent of the deposition of
         Cangalli conglomerates is impressive." In its summary, Behre
         Dolbear's report states:

         "Based on specific observations within Golden Eagle's Cangalli
         landholding and the sample results, Behre Dolbear noted that:

             .   "visible alluvial gold was recovered from 68 of 73 samples
                 [93%] of Cangalli conglomerate taken from six widely
                 separated areas, indicating that the Cangalli conglomerate
                 is mineralized over an extensive vertical and horizontal
                 section, albeit in the erratic, non-predictive manner typical
                 of most alluvial deposits;

             .   "gold recovered from the samples indicates grades ranging
                 from zero to 5.64 g Au/m3.  The mineralization is very
                 erratic, sometimes changing from less than 0.01 g Au/m3 to
                 greater than 1.0g Au/m3 in a vertical distance of 1-meter;

             .   "using 0.8 g Au/m3 as a threshold grade of gold sufficient to
                 warrant further consideration, 17 of 73 samples of the
                 Cangalli conglomerate were in excess of this exploration
                 target grade from four areas:  Chaco [0.91, 0.96, 1.09, 1.14,
                 1.31, 1.80, and 4.56 g Au/m3], Isuhuaya [0.92, 1.01, 1.14,
                 1.40, 1.53, and 3.64 g Au/m3], Flor de Mayo [1.10, 2.41 and
                 2.79 g Au/m3], and Cangalli (within the town limits) [5.64 g
                 Au/m3];

                                      9
<PAGE>

             .   "the four surface areas, Chaco, Isuhuaya, Flor de Mayo and
                 Cangalli, are considered potential targets for further
                 exploration to determine the extent of the higher grade
                 material;

             .   "while no samples were taken from the Cangalli underground
                 mine, the operation was visited and based on the observations
                 of the Behre Dolbear personnel [two unsupervised mine runs
                 which averaged 4.28 g Au/m3 and 21.55 g Au/ton], further
                 consideration is recommended to confirm the existence of high
                 grade material; and

             .   "the Paleozoic bedrock in the Camino Maderero area sampled is
                 not a potential source of primary gold mineralization.

             .   "Behre Dolbear took a limited number of samples during the
                 investigation.  The program was not designed as a
                 representative sample analysis for various reasons, including
                 the areal extent of the property (approximately 40 square
                 kilometers [24 square miles]), the thickness of the
                 conglomerate (500 m [1,600 feet] to 2,500 m [8,000 feet] in
                 thickness), and access to various sites (steep hills and
                 valleys, many with +75 degree slopes)."

         While we were also encouraged by the Behre Dolbear report, Behre
         Dolbear had consistently represented that its study was not intended
         to confirm or estimate gold reserves or resources on the Cangalli
         properties.

     *   The Atwood Report.  On August 2, 1999, we announced that we had
         received a new metallurgical report regarding the results of a study
         relating to its Cangalli, Bolivia gold deposit from Ronald L Atwood,
         Ph.D., a metallurgical consultant and former chief metallurgist for
         Newmont Mining.  Dr. Atwood was then also a member of Golden Eagle's
         technical advisory board, and is currently a member of Golden Eagle's
         Board of Directors.  Dr. Atwood expressed his opinion in the report
         that operating costs at the Cangalli site (including general and
         administrative costs and an allocable share of corporate overhead)
         could range from $31 to $123 per ounce of gold produced, depending on
         the feed grade and tonnage being mined.  Dr. Atwood also expressed
         his opinion that the difficulty other consultants have identified in
         recovering fine gold in Cangalli can be overcome with certain
         specified technology and equipment.  Dr. Atwood's report, "Report of
         Investigation on the Cangalli, Bolivia Gold Deposit Recovery of Fine
         Gold with a Mine Plan and Economic Projections," was the result of
         his fieldwork on Golden Eagle's Cangalli site, as well as bench
         testing and laboratory analysis, although there can be no assurance
         that this work and these technologies can be scaled up for
         large-scale production.  Dr. Atwood visited and investigated the
         Cangalli gold deposit several times since March 1997.  His most
         recent work was performed between April and June 1999.

         Dr. Atwood's most significant findings reported to Golden Eagle are
         in three categories:

             .   Fine gold recoveries.  Other consultants have raised concerns
                 that traditional mining and recovery methods used in the
                 Cangalli area will not result in the recovery of a
                 significant amount of the "fine gold" known to be present in
                 the deposit.  Dr. Atwood stated in his report, "Based on the
                 work performed, the gold recoveries in the Chaco area [of the
                 Cangalli gold deposit] can be expected to be in excess of
                 95%."  He further stated, "Through enhanced acceleration in
                 the centrifugal concentrator systems we have demonstrated
                 that the historical fine gold losses suffered in the Cangalli
                 area can be resolved."

             .   Cost per ounce of gold produced.  Dr. Atwood expressed his
                 opinion in the report that operating costs at the Cangalli
                 site (including general and administrative costs and an
                 allocable share of corporate overhead) will range from $31 to
                 $123 per ounce of gold produced, depending of the feed grade
                 and tonnage being mined.  (It should

                                      10
<PAGE>

                 be noted that Dr. Atwood's cost per ounce projections were
                 not based on estimates of resources or reserves.  Dr. Atwood
                 based his projections on information from sampling data
                 collected on the Cangalli site by other consulting
                 geologists, geophysicists and mining engineers.)

             .   Recommendation regarding operations.  Dr. Atwood recommended
                 in his report that Golden Eagle consider installing a
                 400-ton-per-hour, 8,800-ton-per-day, mining operation and
                 recovery plant at the Chaco Playa site.  He provided a mine
                 plan and economic projections for his recommended operation
                 based on various scenarios.  His estimated cost for the plant
                 construction, mining equipment acquisition, and operating and
                 administrative costs during the start-up phase was $3
                 million, but ramping up operations could begin with a smaller
                 investment.  Dr. Atwood stated that he believes that his
                 recommended mine plan would be the best and most
                 cost-effective method for creating positive cash flow for the
                 company, while also gathering a significant amount of
                 information regarding the Cangalli gold deposit.

     *   Current Studies and Operating Plans. Since the announcement of Dr.
         Atwood's report in August 1999, he has been appointed to Golden
         Eagle's Board of Directors, and to its management team as Vice
         President of Development (December 1999). In his capacity as Vice
         President of Development, Dr. Atwood has refined and expanded our
         operational plan to 11,000 tons per day. Dr. Atwood has also overseen
         the implementation of that plan with initial construction efforts and
         infrastructure improvements in the Chaco Zone. In our press release
         dated October 27, 2000, Dr. Atwood stated:

             .   "Because of the sporadic deposition of the gold in the
                 conglomerate material found on Golden Eagle's Cangalli and
                 Tipuani Valley gold deposits, the Company's management has
                 statistically calculated that a relatively large volume of
                 potential ore must be processed to demonstrate the deposit's
                 economic viability. In management's opinion, the cost of
                 carrying out a statistically significant bulk sampling
                 program, when compared to staging Golden Eagle's
                 currently-projected mining and processing operation, are
                 virtually the same. However, the potential benefits to Golden
                 Eagle of generating income and high quality data at the same
                 time from the production scenario are much greater. Golden
                 Eagle's management believes that the secrets to the economic
                 viability of Golden Eagle's Cangalli and Tipuani Valley gold
                 deposits are: 1) volume, to even out per-ton gold grades and
                 reduce costs; and 2) fine-gold recovery technology, to ensure
                 the highest possible recovery of the gold present. Once these
                 inexpensive volume earthmoving techniques and fine-gold
                 recovery technologies have been perfected through this first
                 plant, Golden Eagle's management projects conservatively that
                 this same operation can be duplicated on many different sites
                 within Golden Eagle's current landholdings of 74,000 acres."

     Golden Eagle's ability to pursue any mine plan is dependent on a number
of factors, including obtaining necessary government and local consents and
permits and, most importantly, obtaining a significant amount of additional
financing.  Golden Eagle's management is currently pursuing various funding
options.  However, there can be no assurance that Golden Eagle will be able to
obtain a sufficient amount of financing on commercially reasonable terms, if
at all.

     Geography and Climate in the Area of the
     Cangalli and Tipuani Valley Properties.
     ----------------------------------------

     Golden Eagle's properties and substantially all of its operations are
conducted in remote areas of the province of Larecaja in the state of La Paz
in the South American country of Bolivia.  Bolivia is a landlocked country
straddling the central Andes Mountains in west central South America.  It is
bounded on the north and east by Brazil, on the southeast by Paraguay, on the
south by Argentina, and on the west by Chile and Peru. Sucre is the
judicial/constitutional capital and La Paz the administrative capital of
Bolivia.


                                      11

<PAGE>

     The Tipuani Gold Mining District, where the Cangalli and Tipuani Valley
properties are located, is in the west-central portion of Bolivia that is
dominated by the Andes Mountains.  In Bolivia, the Andes are divided into two
great mountain chains, or cordilleras, separated by a broad upland plateau
known as the Altiplano. The Eastern Cordillera (in which the Tipuani Valley is
located) rises abruptly from the eastern Altiplano and is dominated by the
snow-capped peaks of Illampu (6,326 m/20,754 ft) and Illimani (6,402 m/21,004
ft).  Narrow, steep-sided valleys, known as Yungas, are deeply incised into
these eastern slopes, the more notable being those in which the cities of
Cochabamba, Sucre, and Tarija are located.  Between the Western and Eastern
Cordilleras is the Altiplano, which has an average elevation of about 3,600 m
(11,810 ft) and is one of the highest populated areas in the world. The
Altiplano is about 840 km (520 mi) long and an average of 140 km (87 mi) wide
and is dominated at its northern end by Lake Titicaca, the world's highest
navigable lake, located on the Peruvian border.

     The Bolivian climate is harsh much of the year, as is reflective of its
mountainous location.  However, internal transportation within Bolivia is
good, with paved, gravel, or dirt all-weather roads to the edge of, and
through, the Cangalli and Tipuani Valley properties.  Access may become
difficult during the rainy season (November-March), but is usually not an
issue for more than a short period.

     Weather, access, and remoteness issues (in general as they apply to
Bolivia and the Tipuani Gold Mining District, and specifically as discussed in
this annual report regarding the Company's Cangalli operations), create a
number of risk factors.  These risk factors, and the other risks described
herein, should be carefully considered by shareholders and potential
shareholders in evaluating any investment in Golden Eagle's securities.

     Business Atmosphere.  Mining and subsistence agriculture continue to
dominate Bolivia's economy, as they have since the 16th century. Efforts are
being made to expand manufacturing, stimulate commercial agriculture, and
otherwise diversify the economy.  Although employing less than 3% of the labor
force, mining has traditionally provided most of Bolivia's exports. In
colonial times, Bolivia was one of the world's principal producers of silver.
After 1870, tin replaced silver as the main export.  In the 1980's, zinc
mining surpassed that of tin.  Other important metals are antimony, tungsten,
lead, copper, silver, and gold, most found together with tin and zinc.  Major
oil and natural gas deposits are located in the eastern llanos, or plains,
near Santa Cruz, and natural gas is now a major export.

     After the 1952 revolution, the principal tin mining enterprises, which
had been foreign-owned, were taken over by the state.  As described above,
many local cooperatives were then formed to hold the rights to mine in
Bolivia.  In spite of an aggressive program of privatization in the 1980's and
1990's, Bolivia's largest mining company remains government-owned.  In
addition, mining cooperatives continue to exert a substantial amount of
political influence in Bolivia, although diminished from their heyday in the
1980's.

     We believe that a substantial and material risk exists, which Management
has termed the "cooperative risk factor."  This risk relates to various
aspects of Golden Eagle's relationship with UCL, an organization consisting of
118 members of all socio-economic, education, and political levels and
criteria.  Golden Eagle's Management has sought and received, repeatedly,
assurances from UCL's president and board of directors that our subsidiary's
contract position and right to the quiet pursuit of its contract rights of
exploration, development, and mining will remain undisturbed.  Over the course
of the contract between Golden Eagle's subsidiary and UCL, approximately four
years, we have received informal and formal complaints from UCL's
administration regarding our contract compliance.  However, Golden Eagle
believes it has always been able to satisfactorily resolve any complaint or
dispute.  Our management believes that this problem resolution process will
continue for the life of the contract, 25 years from January 1996.  Factors
which are somewhat out of our management's control regarding the "cooperative
risk factor" are: tortious interference by unrelated third parties; force
majeure; commodities and metals market fluctuations; or the failure of
governmental institutions to support Golden Eagle's legitimate rights
vis-a-vis some illegal action on the part of UCL or third

                                      12
<PAGE>

parties.  Golden Eagle is aware that certain third parties have attempted to
disrupt our relationship with UCL.  However, we have defended, and intend to
continue to defend, our rights aggressively.  Although management believes it
will be able to defend its rights, there can be no assurance that it will be
successful. Furthermore, as described above, we are attempting to acquire a
majority interest in the UCL.

     Relationship with Local and National Governments.   Although Bolivia is a
democratic republic and has had democratically elected presidents since 1982,
it has been the subject of military coups in the past.  Inflation in Bolivia
appears to be under control at the current time (averaging less than 10%
annually), but other economic signs are not so favorable.  The per capita
income in Bolivia is less than $1,000 per year and literacy is less than 80%.
Bolivia has a negative balance of trade (importing more goods than it
exports), and is significantly dependent on the stability of the other
countries in South America for its own stability.  Management has not noted
any significant civilian unrest or high incidences of crime affecting Golden
Eagle's operations, and management does not believe that, in the current
situation, such problems are likely to have a materially adverse effect.
However, should the Latin American economy in general, or the economy of
Bolivia in specific, suffer adverse changes, times of political and economic
unrest would likely return, and it would likely have a materially adverse
impact on Bolivia and our operations.

     In all jurisdictions it is important for businesses to maintain good
relations with governments and the governmental leaders.  Golden Eagle's
management has attempted to do so.  We have kept the local and national
political leaders informed as to our proposed operations, and have attempted
to utilize local management and laborers in all appropriate positions.  As a
result of these efforts, Golden Eagle's President, Terry C. Turner; its Vice
President for Development, Ronald L Atwood, Ph.D.; Board member, Max Staheli,
MBA; and Technical Advisory Board member Donald Hausen, Ph.D., were all
awarded the Medal of Civic Merit by the Prefect (Governor) of the State of La
Paz, Bolivia during 1997 for their work in promoting investment in the
Bolivian mining industry, and for their contribution to the progress within
the La Paz state.  The Medal of Civic Merit is the highest honor that can be
awarded by the state government in Bolivia. Consequently, management believes
that its relationship with the national and state governments is good, and
does not anticipate any unusual difficulties as it continues its work of
exploring and developing the Cangalli and Tipuani Valley properties under its
control.

     In addition to the foregoing, during 2000, Golden Eagle's officers
attended several substantive meetings with Bolivian government officials at
the highest levels, including: Bolivia's President, Hugo Banzer; the President
of the Bolivian Senate, Leopoldo Fernandez; the Minister of Economic
Development, Jorge Pacheco; the Vice Minister of Mining and Metallurgy, Rene
Rengel; the Governor of the State of La Paz, Luis Alberto Valle; and the
Bolivian Ambassador to the United States, Marlene Fernandez, among others.
Golden Eagle's management believes that these meetings foster an important
atmosphere of trust and confidence in promoting both Bolivia's national
interests, as well as our corporate objectives.

     Principal products or services and their markets
     ------------------------------------------------

     We have begun our operations as a minerals and metals exploration company
with very limited production; however, it has not yet commenced operation of
its proposed business activities as a gold, silver and other minerals mining
and marketing company.  When, if ever, such activities are commenced, its
principal products obviously will be such minerals and metals.  (Golden Eagle
has sold the gold resulting from its exploration and development activities
within the Bolivian gold market, which is subject to the same international
conditions affecting all gold markets.  In 2000, gold continued to experience
a substantial decline in price in the international markets.)

                                      13

<PAGE>



     Distribution methods of the products or services
     -------------------------------------------------

     When, if ever, Golden Eagle is successful in commencing and maintaining
commercial production operations in its proposed business activities, it will
utilize distribution methods that are customarily employed within the mining
industry.  We do not contemplate that it would be employing any distribution
methods that would be considered innovative or unusual.

     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.
     ----------------------------------------------------------------

     We are an insignificant participant among the firms that engage in the
same line of business (mining) that we have chosen as our principal area of
business concentration.  Many of our competitors are companies with
significantly greater financial and personnel resources, as well as technical
expertise, than Golden Eagle.  The combined financial resources and management
experience of our officers and directors are very limited and we have
encountered, and will continue to encounter, substantial competitive
disadvantages compared to its competitors.

     Sources and availability of raw materials
     and the names of principal suppliers.
     ----------------------------------------

     As of December 31, 2000 Golden Eagle required no significant raw
materials, other than mine timbers and routine mining supplies.  If it ever
conducts substantial, sustained mining operations, in Bolivia or elsewhere, it
will need more significant quantities of mining equipment and supplies.  Such
items are often in short supply and may be unavailable.

     Dependence on one or a few major customers.
     -------------------------------------------

     Golden Eagle is currently somewhat dependent upon one contract with
United Cangalli Gold Mining Cooperative, Ltd. ("UCL") to explore, develop, and
mine 11 concessions along the Tipuani River in Bolivia, and market precious
metals and minerals that may be produced. This concentration, or single focus,
creates a risk that Golden Eagle's management has termed the "cooperative risk
factor," which should be reviewed more carefully in  Part I, Item 1(b),
"Business Atmosphere", above. However, our management believes that it has
implemented two important strategies to decrease this concentration or
dependence.  First, the acquisition of the Tipuani Valley properties decreases
the dependence on the Cangalli properties; and, second, the acquisition of
shares in UCL gives the Company a voice in UCL's affairs, and eventually may
result in our control of UCL.

     Patents, trademarks, licenses, franchises, concessions,
     royalty agreements or labor contracts, including duration.
     ----------------------------------------------------------

     Golden Eagle, through Eagle Mining of Bolivia, Ltd. ("EMB"), has
contracted for 11 concessions along the Tipuani River to explore, develop,
mine, and market precious metals and minerals that it may be able to extract
from the properties involved in the concessions as described above.  This
contract has a duration of 25 years through 2019, and is renewable for an
additional 25 years through 2044.

     Need for any government approval of principal products or services.
     -------------------------------------------------------------------

     Neither Golden Eagle, nor its subsidiaries, are obligated to receive
approval of their principal products or services.  Some activities in which
our subsidiaries are engaged do require permitting, such as the harvesting of
lumber for mine timbers and the transport of explosives.  However, UCL has had
those permits for many years, and Golden Eagle's subsidiaries are

                                      14
<PAGE>

allowed to piggyback onto those permits and any others that are occasionally
required for moving heavy equipment, etc.

Effect of existing or probable governmental regulations on the business.

     Golden Eagle intends to concentrate its immediate efforts in developing
its Bolivian mining prospect and obtaining all necessary governmental
approvals.  The effect of such governmental regulations on its business should
not cause us 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.
     ------------------------------------

     Golden Eagle has not and does not intend to engage in any research and
development activities.

     Costs and effects of compliance with environmental laws.
     --------------------------------------------------------

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

     Golden Eagle has, however, retained an engineering firm to monitor its
subsidiary's compliance with environmental laws in Bolivia and to produce any
necessary reporting and filing.

     Number of total employees and number of full-time employees.
     ------------------------------------------------------------

     At December 31, 2000, Golden Eagle employed four full-time personnel,
consisting of its President, Administrative Vice President, Vice President for
Development, and its Corporate Secretary/Treasurer.  While certain of these
individuals periodically engage in other activities, due to the amount of time
required to fulfill their obligations with us they are considered full time.
In addition, we had at year-end several consultants and advisors as necessary
to provide assistance to management.

     Also at December 31, 2000, Golden Eagle's majority-owned subsidiary,
GEBM, employed 25 personnel including its President, Victor Hugo Bretel; one
purchasing agent; one secretary; one accountant; two lawyers and a paralegal,
and one administrative assistant in the administrative offices in La Paz,
Bolivia.  The additional personnel were employed in the mine offices and shops
in Cangalli, Bolivia.

Item 2.     Property
            --------

     Golden Eagle's 74,000 acres of land holdings in the Tipuani Gold Mining
District of Bolivia are discussed in detail in this report under "The Cangalli
Properties" and "The Tipuani Valley Properties" (Please see, Part I, Item 1(b)
at p. 3 above).

     Golden Eagle's executive office in the United States is located at 12401
South 450 East, Bldg. D2, Suite A, Salt Lake City, Utah 84020.  This suite of
offices consists of four executive offices, reception space, filing areas and
copy and faxing facilities.  We pay $1,000 per month on a one year, renewable
lease that expires in 2002.

     In 1997, we entered into a five-year office lease at Av. 16 de Julio, No.
1525, Edif. Mutual La Paz Penthouse in La Paz, Bolivia.  These offices are in
the heart of the La Paz business district in the city center and consist of
2,500 square feet at a cost of $1,666 per month, with no escalation during the
term of the lease.  (This office space is shared with a private mining

                                      15
<PAGE>

company, Bolivian Copper Chemical Company, S.A., ["BCCC"], which contributes
one-third of the office lease costs, phones, and utilities.  Our President,
Terry C. Turner, is also the President of BCCC, and the Company's Vice
President for Development, Ronald L Atwood, Ph.D. is the Vice President of
BCCC.  Golden Eagle's Board of Directors has received notice of, and approved
of, Mr. Turner and Dr. Atwood's dual roles.  Additionally, the Company's Board
has received full disclosure as to any conflicts of interest that may develop
from this relationship, and has instructed Mr. Turner and Dr. Atwood to
disclose any conflicts that may arise in the future. At the time of this
report, Mr. Turner and Dr. Atwood are the sole directors of Golden Eagle.)

     Golden Eagle's operating subsidiary, GEBM, owns the mining equipment
which is located on the Cangalli properties under its control or at its
warehouse in El Alto, Bolivia, 15 kilometers from its La Paz offices.  This
equipment includes heavy earthmoving equipment and general support equipment
for the mining industry.  In addition, GEBM acquired during 1997 all of UCL's
equipment which included one Caterpillar 933 front-end loader, real property
in proximity to the Cangalli shaft, as well as the dwellings found thereon,
two warehouses, the mine shaft head frame, a mine hoist, assorted pumps, an
electric generating set, all electrical installations, an inventory of parts,
assorted tools, mine rail and cars, two double-deck shaker screens, and
various other pieces of mining equipment.  GEBM also owns one Toyota Land
cruiser and one Toyota mine pickup truck.

Item 3.    Legal Proceedings
           -----------------

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

     SEC Civil Action
     ----------------

     On May 7, 1998, the SEC filed a civil action (SEC vs. Golden Eagle
International, Inc., et al, No.  98-Z-1020 [D. Colo.]) against Golden Eagle;
our former president (who resigned in May of 1996); our former corporate
secretary/treasurer (who resigned in October of 1999); our former public
relations firm (which had not performed work for us since before May 1996);
and two individuals who were neither officers nor directors of Golden Eagle,
regarding acts which had occurred between 1994 and mid-1996.  Among the
allegations made in the SEC's Complaint were that Golden Eagle and the
individuals involved had issued press releases that were false and misleading
in an attempt to hype the value of Golden Eagle's stock.

     On November 14, 1998, the SEC filed an Amended Complaint in the
above-referenced action alleging that Golden Eagle and its President had an
inadequate basis for making a May 22, 1998, press release regarding the
Paravicini geological report regarding the Cangalli gold deposit.

     In 1999, all defendants, including Golden Eagle, but not including Golden
Eagle's President, settled the above civil action by entering into a consent
agreement, neither admitting nor denying any of the allegations in the SEC's
action, but consenting to the issuance of an injunction not to violate certain
securities laws in the future.  Golden Eagle was not assessed any civil or
monetary penalty.

     The only defendant remaining in the SEC's civil action in 2000, was
Golden Eagle's President, with the only issue remaining bearing on the
Company's May 22, 1998, press release regarding its receipt of a geological
report on its Cangalli gold deposit.  That matter came to trial in the Federal
District Court of Denver, Colorado, on February 14, 2000.  On February 18,
2000, after four days of testimony before the Court from both fact and expert
witnesses, the Court ruled that the SEC had not proven that Golden Eagle's
President had committed any of the alleged securities violations and entered
judgment for Golden Eagle's President on all claims, dismissing the SEC's
complaint.  The Court further found that Golden Eagle's President acted
reasonably in believing that the consulting firm's report about the Cangalli
gold deposit was accurate based on the due diligence performed regarding the
consultant, based on the highly reputed status of the

                                      16
<PAGE>

consultant, and based on the technical advice from Ronald L Atwood, Ph.D.,
then a member of our Technical Advisory Board.

      Litigation/Potential Litigation With Former Employees/Officers
      ---------------------------------------------------------------

   .  On June 29, 1998, a former employee and officer of Golden Eagle filed
      suit for enforcement of the terms of an employment contract (Paul
      Enright vs. Golden Eagle International, Inc., 98-CV-5118, Div. 1,
      District Court, City and County of Denver, State of Colorado).  The
      Court dismissed this litigation in March 2000 because the former
      employee failed to pursue the matter diligently.

      Since Plaintiff's complaint was not dismissed with prejudice, the former
      employee re-filed in May 2000 (Enright v. Golden Eagle International,
      Inc., 00CV1908, District Court, City and County of Denver, Colorado),
      for enforcement of the terms of an employment contract.  Golden Eagle
      filed its Answer and Counterclaim alleging that the employee had
      breached duties to Golden Eagle, and did not earn the compensation
      claimed.

      Golden Eagle is committed to vigorously pursue its defense against this
      former employee/officer, as well as prosecute its claims against him to
      the full extent of the law. This matter is still in the preliminary
      stages of discovery.

   .  In September 1999, Sonia Orihuela de Velasquez, the wife of GEBM's
      president, Rene Velasquez, filed an executive action in the District
      Court of La Paz against Rene Velasquez, naming as a corollary party
      GEBM, Golden Eagle's operating subsidiary, to recover principal and
      interest on operating advances that she had given GEBM during the her
      husband's tenure as GEBM's president.  This action was the direct result
      of GEBM's Board of Directors' decision to open discussions with Mr.
      Velasquez regarding his resignation, and the Board's appointment of an
      interim representative to continue operations during the pendency of
      negotiations with Mr. Velasquez.  GEBM is defending this on this action
      and believes that the matter will be resolved during 2001. It should be
      noted, however, that the amounts sought by Ms. Velasquez are listed on
      GEBM's books in La Paz as a liability, but that GEBM does not
      acknowledge that it owes Ms. Velasquez any amount. Any interpretation to
      the contrary would be erroneous.

   .  In September 1999, Rene Velasquez abandoned his position as President of
      GEBM and was replaced as president of GEBM by Victor Hugo Bretel.  Mr.
      Velasquez subsequently filed a labor action and a civil action against
      GEBM and the Company in December 1999, to recover principal and interest
      on operating advances that he had made to GEBM, fees for the rental of
      equipment to GEBM, and for some back wages and benefits. The Company
      itself is defending on the basis of never having had any labor or
      contract relationship with Mr. Velasquez. GEBM is defending on this
      action and believes that the matter will be resolved during 2001. It
      should be noted, however, that the amounts sought by Mr. Velasquez are
      listed on GEBM's books in La Paz as a liability, but that GEBM does not
      acknowledge that it owes Mr. Velasquez any amount. Any interpretation to
      the contrary would be erroneous.

   .  In October 2000, an action was filed against the Company to enforce the
      terms of a promissory note resulting from an employment contract
      (Hunsaker v. Golden Eagle International, Inc., Civil No. 00CV3346,
      District Court for Arapahoe County, Colorado). Plaintiff alleges that
      the Company entered into a promissory note in February 1997 covering
      back salary owed from 1995 and 1996. Golden Eagle answered Plaintiff's
      complaint denying Plaintiff's allegations and counterclaimed that
      Plaintiff had breached her initial employee agreement and had breached
      duties of loyalty and fiduciary duty Furthermore, Golden Eagle
      counterclaimed that Plaintiff had intentionally interfered with
      contractual relations and business advantages, and had entered into a
      civil conspiracy with other third parties to engage in acts intended

                                      17
<PAGE>

      to injure the Company. We believe that we will prevail on the merits,
      but cannot assure such a result.


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

     None

PART II
-------

Item 5.   Market for Golden Eagle's Common Equity and
          Related Stockholder Matters
          ---------------------------

     (a)    Market Information

     Golden Eagle's common stock is quoted on the Over-the-Counter ("OTC")
Bulletin Board of the National Association of Securities Dealers ("NASD")
under the trading symbol "MYNG".

     On December 12, 2000 Golden Eagle's common stock was cleared for trading
on the OTC Bulletin Board. Prior to that date, between July 6, 1998 and
December 12, 2000, Golden Eagle's common stock had been quoted on the "pink
sheets" due to an SEC 10-day trading suspension issued on June 22, 1998. The
trading suspension was issued in response to our issuance of a press release
on May 22, 1998 regarding the receipt of a geological report on its Bolivian
gold property. All of the issues surrounding that trading suspension have been
resolved (See, Part I, Item 3 at p. 16 above), and on February 18, 2000, the
Federal District Court in Denver, Colorado, found in favor of Golden Eagle's
president on all of the SEC's civil allegations regarding the issuance of the
press release and dismissed the SEC's complaint.

     Golden Eagle's common stock has been the subject of significant rumor and
innuendo published by unaffiliated parties on the Internet and in other media.
These rumors have had significant impact on the market for our common stock.
Golden Eagle does not, and legally cannot, respond to each rumor, and must
advise its shareholders, and potential shareholders, to investigate the source
of any statement with respect to Golden Eagle before relying upon that
statement.

     There is a significant amount of our restricted stock overhanging the
over-the-counter market, although no person may sell restricted stock into the
over-the-counter market without first filing a Form 144 with the Securities
and Exchange Commission announcing his or her intention to make such sales, or
until after holding the shares for at least a two-year period.

     The public market for Golden Eagle's common stock is extremely volatile
both as to price and volume.  There can be no assurance that the public market
will continue, or if it does so continue, that the market will stabilize.

     Golden Eagle is authorized to issue Eight Hundred Million (800,000,000)
common shares, of which 172,746,242 shares were outstanding as of December 31,
2000.  In addition, we are authorized to issue Ten Million (10,000,000)
preferred shares.  No shares of preferred stock have been issued.  The
following table shows the high and low bid of Golden Eagle's common stock
during the last two years and the current fiscal year.

                   1999               Low Bid     High Bid
                   ---------------------------------------
                   First Quarter      $.125       $.450
                   Second Quarter     $.125       $.343
                   Third Quarter      $.03        $.26
                   Fourth Quarter     $.02        $.10

                   2000               Low Bid     High Bid
                   ---------------------------------------
                   First Quarter      $.03        $.375
                   Second Quarter     $.05        $.36



                                      18
<PAGE>

                   Third Quarter      $.02        $.13
                   Fourth Quarter     $.025       $.105

                   2001               Low Bid     High Bid
                   ---------------------------------------
                   First Quarter      $.05        $.105


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

     Holders

     As of December 31, 2000, there were approximately 927 shareholders of
record of Golden Eagle's common stock.  This number does not include an
undeterminable number of beneficial holders who own their shares through
broker-dealers, nominees, and otherwise.

     (c)     Dividends

     We have never paid a cash dividend on our common stock and have no
present intention to declare or pay cash dividends on our common stock in the
foreseeable future.  We intend to retain any earnings that we may realize in
the foreseeable future to finance our 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
            ------------------------------------

     Liquidity and Capital Resources
     -------------------------------

     At each of December 31, 1999 and 2000, and subsequently, Golden Eagle has
had significant working capital shortages.  In fact, since its inception
through the present time, our current liabilities have exceeded current
assets.  At times, this situation has created significant hardship for us in
meeting our obligations to pay its bills currently, although at December 31,
2000, we were able to pay its subsidiary's salaries and Christmas bonuses to
its Bolivian employees, as well as our suppliers' billings and other current
expenses.

     As discussed below, our working capital deficit is due to short-term
loans made from affiliates and unrelated parties, bank debt, accrued
compensation, and accounts payable. Golden Eagle has $5,491,062 in current
liabilities, which come due at various times commencing in May 2001.  We do
not have, and will not have, sufficient funds to pay those liabilities unless
it is able to raise sufficient capital or unless those creditors accept equity
in satisfaction for, or to renew, the debt. There can be no assurance that we
will be able to meet these financial obligations.

     To shed more light on our financial position during 1999 and 2000, it is
important to understand Golden Eagle's recent financial history.  During the
first half of 1997, we obtained loans from an unaffiliated Texas bank that
were guaranteed by an affiliate of Golden Eagle or unaffiliated family members
of that affiliate.  Golden Eagle acquired the first loan, a short-term bridge
loan in the total amount of $240,000, in February 1997.  We then acquired a
second, term loan in the total amount of $1,000,000 in May 1997.  The term
loan repaid the bridge loan and is currently due and payable November 30,
2001.  The loan bears interest at 8.5% per annum and was collateralized by
Mary Erickson, a former officer and director of Golden Eagle who resigned in
October 1999.  Ms. Erickson personally guaranteed repayment of the amounts due
and pledged 13,500,000 shares of our restricted common stock owned by Golden
Eagle Mineral Holdings, Inc. (a significant shareholder of Golden Eagle as
described below in Item 11, "Security Ownership of Certain Beneficial Owners
and Management").  These loans were further collateralized by assets owned and
guarantees issued by Ms. Erickson's family members; these

                                      19
<PAGE>

family members were not affiliates of Golden Eagle at the time of these
transactions.  As a fee for consideration of the family members' guarantees of
the $1 million loan, we issued a total of 20,000,000 shares of restricted
common stock that was valued at $.10 per share. We pay monthly interest on
this loan, and owe the outstanding original principal.

     On January 6, 2000, Golden Eagle's Board of Directors approved the
issuance of 13,000,000 restricted shares of common stock to an engineering
firm in exchange for the reduction of our debt from $424,884 to $34,884.  This
debt arose from working capital and operating loans advanced to Golden Eagle
in 1998 to meet working capital needs. Our working capital shortages have
continued to the present time.  As of year-end 2000, we owed this engineering
firm a small balance. However, subsequent to year-end, we have satisfied our
indebtedness to this firm in full.

     Private Placements.  We also have used our common stock directly to raise
capital and to satisfy some of our obligations.  During 2000, we issued a
total of 16,794,258 shares of restricted common stock to accredited investors
(non-affiliated) at a price of $.03 to $.05 per share.  These private
placements were accomplished pursuant to the exemptions from registration
found in Sections 4(2) and 4(6) of the Securities Act of 1933, as amended, and
the rules thereunder. The funds received from these investors were used to
satisfy our working capital obligations associated with its exploration,
evaluation, rehabilitation and maintenance activities in Bolivia; to meet our
commitments under its agreement with UCL; and to pay its general and
administrative expenses in the United States and Bolivia. Funds were also used
for the purchase of individual shares in UCL, and for acquisition costs and
claims fees (patents) for the Tipuani Valley properties.

     Our ability to use our capital stock and other securities to raise
working capital and to pay its indebtedness is subject to extensive federal
and state regulation.  Although we have exerted its best efforts to comply
with all applicable regulations, there can be no assurances that we have been
able to do so.  To the extent there may be any non-compliance, we may incur
certain liabilities, although no such claims have, to our knowledge, been
asserted to date.

     Convertible Debenture Agreements. Golden Eagle entered into a Convertible
Debenture Agreement with an accredited investor and current shareholder during
the first quarter of 2000, for $300,000.  The terms of the debenture are: a
one year term at an interest rate of 10% per annum; and a right of conversion
of principal and interest, or any part thereof, at the election of the note
holder to restricted shares of our common stock at the lesser of $.03 or
one-half of the market for the three trading days prior to conversion.

     Subsequently during the course of 2000, Golden Eagle entered into five
other Convertible Debenture Agreements containing identical terms with the
same accredited investor for an additional amount of $675,000, for a total for
the year 2000 of $975,000. (See, Footnotes to the Financial Statements, Note
C, p. F-13.)

     Private Placements Subsequent to Year-End 2000. We have also continued to
make private placements during the first quarter of 2001 with accredited
investors who are current shareholders.  As of the date of the filing of this
report, we had received $213,980 in private placement proceeds in exchange for
6,889,095 shares of restricted common stock. Although we have been successful
in obtaining funds to date, there can be no assurance that we will be able to
continue to be successful in doing so.  Our ability to finance its operations
will, in the end, be dependent on its ability to generate cash flow from
operations, of which there can be no assurance.

     GEBM. Our subsidiary, GEBM, has achieved no significant operating
revenues from the Cangalli properties, and has not reached its goal of
commercial production, although to date it has been able to produce and sell
approximately 21,000 grams of gold, with post-royalty revenues of $161,000.
All revenues generated to date were used in the Bolivian operations.  Although
Golden Eagle believes that it will be able to generate a significant amount of
additional

                                      20
<PAGE>

revenues from mining gold from the Cangalli and Tipuani Valley properties,
there can be no assurance that any revenues received will exceed expenses
incurred.

     We have no significant capital commitments other than to continue to
evaluate and explore its properties in Bolivia with the goal of achieving
commercial production if the properties are capable of producing gold
commercially.

     UCL. During 2000, we instituted a program of purchasing individual shares
from shareholders in UCL at the price of $5,000 per share or Certificate of
Interest.  We purchased three shares outright, and made varying deposits on a
number of additional shares by the time of the filing of this report.  (Please
see, Part I, Item 1(b),  "Business of the Issuer, The Cangalli Properties,"
above, for a full discussion.)

     Plan of Operations. Given our working capital shortages and current world
market conditions for commodities, including low prices for minerals and
metals (with the price of gold at approximately $265 per troy ounce), our
management has set the following priorities for the use of proceeds as they
become available:

   .  Maintenance of current operations, contractual payments, and land patent
      payments;

   .  Consolidating the acquisition of the Tipuani Valley properties and any
      additional surrounding or adjacent landholdings within the Paleo-Tipuani
      Trend;

   .  Acquisition of a majority of shares or ownership interests in UCL, and
      thereby a controlling interest in the Cangalli properties;

   .  Implementation of recommendations from the geological and metallurgical
      reports, including, but not limited to:

           *    Constructing a metallurgical recovery plant in the Chaco Zone
                to begin commercial production.

           *    Entering second-stage resource confirmation work with the
                Company's geological consulting firm.

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

     As stated above, our implementation of any or all of these planned
strategies requires significant infusions of working and operating capital,
and we cannot assure that we will be successful in raising that capital
through a secondary offering, private placements or debt financing.

     In summary, therefore, we believe that we do not have sufficient
liquidity or all of the necessary capital resources to complete the purchase
of the shares of the majority of UCL's members or to accomplish its other
operational objectives.  However, our management expects to accomplish those
objectives as operational necessary and sufficient operating funds come
available. Golden Eagle's current status, together with the risks associated
with exploring for gold in Bolivia, and the currently low price of gold, all
combine to make it more difficult for it to raise such funds on reasonable
terms. Issues that should be of concern to prospective investors include
(without limitation) the significant working capital shortage, the lack of
proven mineral reserves in accordance with Guide 7 of the SEC Regulations, the
difficulties associated with international operations, the concentration of
our assets in a single area in Bolivia, the significant dependence on
management, and the "cooperative risk factor" discussed above in "Golden
Eagle's Operations:  Business Atmosphere," Part I, Item 1(b).

                                      21
<PAGE>


     Results of Operations
     ---------------------

     Our operations have resulted in significant losses and negative cash flow
from operations during the past several years.  Notwithstanding the limited
amount of revenues generated from mining operations ($161,000 in post-royalty
revenues since entering into the contract on the Cangalli properties over a
four year period of time while conducting rehabilitation, maintenance and
exploration of the mine and properties), Golden Eagle's general,
administrative and other costs have vastly outstripped the resources it has
generated through operations.  As described above in "Liquidity and Capital
Resources," we have been dependent on loans from affiliated and unaffiliated
parties (including certain family members of affiliates), private placements
and debt/equity financing, to meet its working capital obligations and to
finance our continuing operating losses.  There can be no assurance that
Golden Eagle will be able to continue to finance its operating losses in such
a manner.

     The following sets forth certain information regarding our results of
operations during 2000 compared with 1999.

     Golden Eagle incurred operating expenses totaling $1,455,823 in 2000, as
compared to $1,452,321 in 1999, an increase of 0.2%.  As a result of having
limited revenues from operations, we incurred operating losses of ($1,454,947)
in 2000 and ($1,446,050) in 1999, an increase of 0.6%.

     We have accrued compensation and related payroll taxes of approximately
$1,456,382 through December 31, 2000. (Neither our President nor our former
Secretary/Treasurer were paid any compensation in 1998, 1999, 2000 or to date
in 2001, although salaries are continuing to accrue at the rate of $200,000
per year for the President, and continued to accrue for the former Corporate
Secretary/Treasurer up to her resignation in October 1999.)  In addition,
during 2000 we paid consultants approximately $513,600 in stock.  Compensation
costs are expected to increase in 2001 and beyond if we are successful in
expanding its operations.

     Our costs and operating expenses for 2000 slightly increased as to
general and administrative expenses, totaling $1,215,879, compared to
$1,195,645 in 1999, a 1.7% increase.  Exploration expenses in 1999 continued
to decrease, totaling $156,376 compared to $174,608 in 1999 as a result of
decreased exploration activities conducted on the properties during 1999.  In
addition, depreciation remained virtually the same in 2000, $83,568 compared
to $82,068 in 1999.

     Legal expenses in 2000 increased as a result of the successful defense of
our President in February 2000, in a civil action with the SEC in which the
Court found against the SEC on all of the allegations and dismissed the SEC's
complaint. In addition, we defended and counterclaimed in other litigation in
Bolivia and the U.S. with former employees regarding issues surrounding the
employees' contracts and their tortious activities.  Legal expenses totaled
approximately $121,596 in 2000, as compared to $85,000 in 1999.  Accounting
and other professional expenses in 2000 of approximately $79,000 increased
from the 1999 total of approximately $68,000. We expect that future legal,
accounting and other professional expenses will increase in 2001 due to
increased administrative activity on our part regarding production efforts,
and litigation matters both in the U.S. and in Bolivia.

     Capital expenditures for property and equipment increased in 2000 to
$37,113.  By comparison, 1999 results show capital expenditures of $8,083.
These small capital investments underscore the fact that we are not yet in
commercial production and were not able to make the substantial capital
investments in 2000 that were required to put our Bolivian operations into
commercial production.

     We incurred interest expenses in 2000 of $364,921, as compared to 1999
interest of $340,716.  Loan interest costs will increase during 2001 because
of increased borrowings through convertible debenture agreements, or other
loan arrangements, necessary to maintain

                                      22
<PAGE>

liquidity for operating purposes.  As of December 31, 2000, capitalized costs
are principally $115,741 paid for prospect and property acquisition rights,
$804,769 for mining equipment, $477,755 for office equipment and $59,796 for
vehicles, for a total of $1,058,061. Subtracting depreciation from that
number, property and equipment total $751,788. Together with current assets
and other assets, Golden Eagle has total assets of $1,294,087.

     We had a net loss for 2000 of ($1,817,041), compared to its net loss in
1999 of ($1,774,827), resulting in a per share loss in 2000 of ($.01) compared
to a per share loss in 1999 of ($.02).  We anticipate that the trend of net
losses will continue in 2001, as we invest further in developing its Cangalli
and Tipuani Valley properties, and in general and administrative expenses in
the United States and Bolivia, without generating significant revenues from
those efforts.

     Impact of Inflation and Changing Prices
     ----------------------------------------

     We have not experienced any impact from the effects of inflation during
the last three operating periods, 1998, 1999 or 2000.  Bolivian inflation,
while astronomical at points during the early 1980's, has been relatively
stable, at less than 10% since 1985, and during the last three years has been
less than 8% per annum.

Item 7.     Financial Statements
            --------------------

Please refer to pages F-1 through F-20.

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

     There were no disagreements with our accountants on any matters of
accounting principles, practices or financial statement disclosures during
2000 through the present.

PART III
--------


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

     The following table sets forth certain information concerning our
directors and executive officers (including its subsidiaries) as of December
31, 2000.  These people continue to hold the stated positions as of March 26,
2001:

Name                          Age   Position                Term of Office
-----------------------------  ---- ----------------------- -----------------
Terry C. Turner (1)           48    President, Chairman &
                                    CEO                       2/14/97-present

Ronald L. Atwood, Ph.D.       59    Vice President for
                                    Development & Director   12/21/99-present

Max Staheli, MBA              58    Director                   5/8/00-present

Harlan M.(Mac) Delozier III   57    Administrative Vice
                                    President (Bolivia)       3/1/97- present

Jennifer T. Evans             22    Secretary/Treasurer      11/12/99-present

                                      23
<PAGE>

Victor Hugo Bretel            55    President, GEBM          12/14/99-present

___________

     (1)   Director, Eagle Mining of Bolivia, Ltd. and Golden Eagle Bolivia
           Mining, S.A.

     No arrangement exists between any of the above officers and directors
pursuant to which any one of those persons was elected to such office or
position. Jennifer T. Evans is Mr. Turner's daughter.  No other family
relationships exist among the officers and directors.

     Directors hold office until the next meeting of shareholders and until a
successor is elected and qualified, or until their resignation.  Executive
officers are elected at annual meetings of the Board of Directors.  Each such
officer holds office for one year or until a successor has been duly elected
and qualified or until death, resignation or removal.  No director of Golden
Eagle is a director of another company having securities registered under
Section 12 of the Securities Exchange Act of 1934 or a company registered
under the Investment Company Act of 1940.

     Biographical Information
     ------------------------

     A brief summary of the business experience of each person who is
currently an officer or director of Golden Eagle, and such person's service
with us, is as follows:


     Terry C. Turner is President, CEO and a Chairman of the Board of Golden
Eagle, appointed to those positions on February 14, 1997.  Mr. Turner received
a B.A. in Political Science (1977) and a B.A. in Spanish (1977) from the
University of Utah.  He received his Juris Doctorate in 1980 from Brigham
Young University.  He is a member of the Utah State Bar Association and
admitted to practice in the State and Federal Courts of Utah and the 10th
Circuit Court of Appeals. Mr. Turner is also a member of the Bar of
Washington, D.C., the American Bar Association and the Inter-American Bar
Association. In addition, he is a member of the Bolivian College of Lawyers
(Bolivian Bar Association) and the State Bar Association of the State
(Department) of La Paz, Bolivia and is the first and only American attorney
admitted to practice law in Bolivia.

     From 1980-1983, Mr. Turner was a partner in Day, Barney and Tycksen,
Attorneys, in Salt Lake City, Utah, with practice emphasis in mining and
natural resources, international law, business, and litigation.  From 1983 to
1989, Mr. Turner was President of High Andes Mining Co., La Paz, Bolivia.
From 1989 to 1991, he was General Counsel to Panworld Minerals International,
Inc., a public company with mineral prospects in South America.  From 1991 to
1993, Mr. Turner was General Counsel to Tipuani Development Company, S.A., La
Paz, Bolivia a gold dredging company.  From 1993 to 1995, he was Vice
President and General Counsel to Minas del Glaciar, S.A., La Paz, Bolivia,
which was a mineral exploration company.  From 1995 to 1997, Mr. Turner was in
private practice in La Paz, Bolivia.  From 1995 to date, Mr. Turner has also
served as President and a Director of Bolivian Copper Chemical Company, S.A.,
a private Bolivian copper exploration and mining company located in La Paz,
Bolivia. (Our Board of Directors has received notice of, and approved of, Mr.
Turner's dual role. Additionally, our Board has received full disclosure as to
any conflicts of interest that may develop from this relationship, and has
instructed Mr. Turner to disclose any conflicts that may arise in the future.)
During the entire period of 1983 through 1997, Mr. Turner was affiliated with
and "of counsel" to Cordero and Cordero, a La Paz, Bolivia law firm, dealing
with mineral and international law.  From January 1996, until his appointment
with Golden Eagle in February 1997, Mr. Turner was corporate counsel in
Bolivia for the Company and its subsidiaries, Golden Eagle Bolivia Mining,
S.A. and Eagle Mining of Bolivia, Ltd.  Mr. Turner was awarded the Medal of
Civic Merit by the Prefect (Governor) of the State of La Paz, Bolivia, during
1997 for his work in promoting investment in the Bolivian mining industry, and
for his contribution to the progress within the La Paz state.  The Medal of
Civic Merit is the highest honor that can be awarded by the state government
in Bolivia.

                                      24
<PAGE>

     Ronald L Atwood, Ph.D. was appointed to the position of Vice President of
Development and a director for Golden Eagle on December 21, 1999.   Dr. Atwood
received a B.S. in Metallurgical Engineering, and a Ph.D. in Metallurgy from
the University of Utah.  He has published nine papers on various aspects of
metallurgy.  He holds numerous patents in the field of extractive metallurgy.
Dr. Atwood was a professor of metallurgy at Michigan Tech (1972-74) and the
University of Idaho (1974-75).  Dr. Atwood has served on the board of Newmont
Exploration, as well as Chief Metallurgist for Foote Mineral (1975-82),
Director of Research for Newmont Gold (1986-87) and Newmont Metallurgical
Services (1987-89), all divisions of Newmont Mining.  Dr. Atwood also
currently serves as Vice President and a director of Bolivian Copper Chemical
Company, S.A., in La Paz, Bolivia, a private copper mining company. (Our Board
of Directors has received notice of, and approved of, Dr. Atwood's dual role.
Additionally, our Board has received full disclosure as to any conflicts of
interest that may develop from this relationship, and has instructed Dr.
Atwood to disclose any conflicts that may arise in the future.)  Dr. Atwood
was awarded the Medal of Civic Merit by the Prefect (Governor) of the State of
La Paz, Bolivia, during 1997 for his work in promoting investment in the
Bolivian mining industry, and for his contribution to the progress within the
La Paz state.  The Medal of Civic Merit is the highest honor that can be
awarded by the state government in Bolivia.

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


     Harlan M. (Mac) Delozier III was appointed to the position of
Administrative Vice President for Bolivian Operations for Golden Eagle
International, Inc. on March 1, 1997.  Mr. Delozier is a 1966 graduate of
Oklahoma State University, where he received B.A. degrees in Political
Science, Foreign Language and History.  He served in the Peace Corps in
Bolivia from 1966-1971 and was a cattle rancher in Beni, Bolivia from
1972-1990.  From 1976 to 1980 he was a representative of Homeline/Textron in
Bolivia, and from 1980-1981 was manager of gold mining operations for Kerani,
in the Murillo Province, La Paz, Bolivia.  From 1981 to 1985, Mr. Delozier was
the purchasing agent for the U.S. Embassy Commissary in La Paz, Bolivia and
was an exporter for leather products to Chile and Peru from 1986-1988.  From
1989 until his appointment with Golden Eagle in 1997, Mr. Delozier was an
international sales representative for Toyota, Chevrolet, and Hyundai in
Bolivia.  From May 1997 to date, Mr. Delozier has also served as Executive
Vice President of Bolivian Copper Chemical Company, S.A., a Bolivian copper
exploration and mining company located in La Paz, Bolivia.  (Our Board of
Directors has received notice of, and approved of, Mr. Delozier's dual role.
Additionally, our Board has received full disclosure as to any conflicts of
interest that may develop from this relationship, and has instructed Mr.
Delozier to disclose any conflicts that may arise in the future.)

     Jennifer T. Evans was appointed as Golden Eagle's Corporate
Secretary/Treasurer by the Board of Directors on November 12, 1999.  Ms. Evans
resided in La Paz, Bolivia from 1983 to 1986, and again from 1994 through
1997. She is fluent in Spanish and associated with the Company's La Paz office
personnel while residing there. Ms. Evans has studied at the University of
Utah and the Salt Lake Community College, and is currently finishing her B.A.
degree in Spanish. Ms. Evans is the daughter of Golden Eagle's President,
Terry C. Turner.

                                      25
<PAGE>


     Victor Hugo Bretel was appointed as President of Golden Eagle Bolivia
Mining, S.A. ("GEBM"), on December 14, 1999.  Prior to that time, Mr. Bretel
had served for three months as the interim representative for the GEBM Board
of Directors during the transition from Mr. Velasquez' presidency to that of
Mr. Bretel. Mr. Bretel is an architect and engineer who graduated from the
National University of Engineering in Lima, Peru, in 1969. From 1966 through
1979, Mr. Bretel supervised construction and civil works projects in Lima,
Peru. From 1980 to the date of his appointment as President of GEBM, Mr.
Bretel supervised construction and civil works projects in La Paz, Bolivia.
As general manager of COPROFI, Ltd., an engineering consulting firm in La Paz,
Bolivia, Mr. Bretel has worked with Golden Eagle for two years on projects on
the Company's properties within the Tipuani Gold Mining District involving
topography; civil works and earthmoving; environmental impacts and
governmental relations. Mr. Bretel resigned his position with COPROFI to serve
as GEBM's President.

     Technical Advisory Board
     ------------------------

     In addition to relying on its management, in May 1997, our Board of
Directors formed a Technical Advisory Board to assist with the evaluation,
exploration and operation of its current Bolivian gold prospect, and any
future acquisitions.  This Advisory Board initially consisted of three members
with broad backgrounds and extensive experience with major mining companies.
Two of the Advisory Board's members have joined us: one as Vice President for
Development and as a member of the Board of Directors; the other is a member
of the Board.  The remaining member was joined by a new member in January
2000, and they are the following:

     Donald M. Hausen, Ph.D was appointed to the Technical Advisory Board in
May 1997.  Dr. Hausen received a B.S. in Geology from Idaho State College, an
M.S. in Geology from the University of Oregon, and a Ph.D. in Geology from
Columbia University in New York.  He has served as the Chairman of the Process
Mineralogy Committee of the SME-AIME on several occasions.  Dr. Hausen is a
member of the Mineralogical Society of America; Society of Economic
Geologists; CIM; Ore. Geol. Reviews (Editorial Advisory Board) and the
International Congress of Applied Mineralogy.  Dr. Hausen has worked for the
U.S. Army Corps of Engineers, U.S. Bureau of Mines, Atomic Energy Commission,
Union Carbide Nuclear Company, Newmont Exploration Limited (Chief
Mineralogist, 1964-87), and Newmont Metallurgical Services (Chief
Mineralogist, 1987-90).  Dr. Hausen was awarded the Medal of Civic Merit by
the Prefect (Governor) of the State of La Paz, Bolivia, during 1997 for his
work in promoting investment in the Bolivian mining industry, and for his
contribution to the progress within the La Paz state.  The Medal of Civic
Merit is the highest honor that can be awarded by the state government in
Bolivia. Dr. Hausen has been on our Bolivian gold deposit and wrote a report
in September 1997.

     Henry (Rick) Sandri, Ph.D was appointed to the Technical Advisory Board
in January 2001. Dr. Sandri received his B.S. in Foreign Service from
Georgetown University; his M.A. in Applied Economics from American University;
and his Ph.D in Mineral Economics from the Colorado School of Mines. He was
the Senior Corporate Economist for Meridian Minerals; Vice President of
Research Applications, Inc.; and Senior Corporate Planner for Burlington
Northern, Inc. of Seattle, Washington from 1982-87. Meridian and Research are
wholly owned subsidiaries of Burlington Northern. Dr. Sandri was a consulting
partner with Mineral and Energy Resource Consultants of Boulder, Colorado from
1987-88. In 1988, Dr. Sandri became Vice President of Planning and Business
Development for INCO, Ltd., of Toronto, Canada from 1988-94. From 1994 through
2000, Dr. Sandri was a Senior Associate of Behre Dolbear & Company, Inc. of
Denver, Colorado. Since 1996, Dr. Sandri has conducted financial and
engineering feasibility studies and due diligence evaluations, and assisted in
the final financing efforts, for over $3 billion worth of project financing.
In 1998 and 1999, Dr. Sandri led a team of geologists for Behre Dolbear &
Company, Inc., in a verification study concerning the size and nature of our
Bolivian gold deposit.

                                      26
<PAGE>

     We have no other significant employees who are neither officers nor
directors.

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

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

     Based solely on its review of the copies of the reports we received from
persons required to file, we believe that during the period from January 1,
1999 through December 31, 2000, all filing requirements applicable to its
officers, directors and greater-than-ten-percent shareholders were complied
with, except as follows:

     Rene Velasquez became a Section 16(a) reporting person in June 1996 when
his position with the Company's subsidiaries became equivalent to an executive
officer of the Company.  He filed his Form 3 in March 1999.

     Mac Delozier became an executive officer of the Company and, therefore, a
Section 16(a) reporting person in March 1997.  He filed his Form 3 in October
1998. Mr. Delozier also filed Forms 4 and 5 on March 26, 2001.

     Ronald L Atwood, Ph.D., became a director and an executive officer, and
therefore, a Section 16(a) reporting person in December 1999.  He filed his
Form 3 in April 2000.

     Jennifer T. Evans became an executive officer, and therefore, a Section
16(a) reporting person in November 1999.  She filed her Form 3 in April 2000.

     Victor Hugo Bretel became a Section 16(a) reporting person in December
1999 when his position with the Company's subsidiary, GEBM, became equivalent
to an executive officer of the Company.  He filed his Form 3 in April 2000.
Mr. Bretel also filed Forms 4 and 5 on March 26, 2001.

Item 10.  Executive Compensation
          ----------------------

      Summary Compensation Table
      --------------------------

     The following table sets forth information regarding compensation paid to
the chief executive officers of Golden Eagle International, Inc. for the year
ended December 31, 2000.  No other person who is currently an executive
officer of Golden Eagle earned salary and bonus compensation exceeding
$100,000 during any of the last three years.  The table below includes all
compensation paid to them by the Company and any subsidiary.

<TABLE>
<CAPTION>


                             Annual Compensation   Long Term Compensation
                           ---------------------- --------------------------------
                                                        Awards             Payout
                                                  ------------------------ ------
                                                              Securities
                                                              Underlying           All
Name and                                          Restricted  Options &     LTIP   Other
Position            Year    Salary  Bonus  Other  Awards      SAR's         Payout Compensation
------------------- ------- ------- ------ ------ ----------- ------------- ------ ------------
<S>                 <C>     <C>     <C>    <C>    <C>         <C>           <C>    <C>
Terry C. Turner     1998    $0(A)    $0     $0      0         10,000,000(B)  $0    $0
Chairman,
President &         1999    $0(A)    $0     $0      0         5,000,000(B)   $0    $0
Chief Executive
Officer             2000    $0(A)    $0     $0      0         $0             $0    $0

___________


                                      27
</TABLE>
<PAGE>


     (A)   Mr. Turner has accrued salary at the rate of $200,000 per year
           since February 14, 1997, although only $48,592 was paid in 1997 and
           no salary was paid in 1998,1999 or 2000, resulting in the accrual
           of $750,000 in back salary.  This accrued but unpaid salary is a
           liability of the Company but bears no interest.

     (B)   Includes 10,000,000 options that vested in November 1998, and
           5,000,000 options that vested in November 1999. These options are
           exercisable at $0.16 per share and expire on November 15, 2001.

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

     Under the Plan, in 2000, we issued for services rendered, 2,838,527
shares to attorneys for legal fees and 672,500 shares for services to certain
employees of our Bolivian subsidiary.

     In addition, on November 3, 2000, the Board of Directors granted a
retention bonus to certain employees of its Bolivian subsidiary, and its
Administrative Vice President in Bolivia, consisting of a total of 1,820,000
shares, 1,240,000 shares of which vest each year for three years beginning
November 1, 2001.  The estimated fair value of the stock on the grant date was
approximately $.08 per share and is recorded as deferred compensation.
Deferred compensation is amortized over the vesting period.

     Golden Eagle's President and its former Secretary/Treasurer accrued
salary during the period from 1997 through October 1999, when the former
Secretary/Treasurer resigned. However, the President's salary continues to
accrue at the rate of $200,000 per annum, which sum, together with other
accrued salaries, will be paid as we are able; $1,456,382 has been accrued
through December 31, 2000 in compensation and taxes.

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

     There are no employment agreements with our other employees.

     Options/SAR Granted During Year Ended December 31, 2000
     -------------------------------------------------------

     No stock options or stock appreciation rights were granted to any person
in 2000.

     However, as referred to above, employees of the Bolivian subsidiary and
Golden Eagle's Bolivian offices have received shares, but have also received a
"Retention Bonus" as described in the prior section, Part II, Item 10,
Executive Compensation.

    Aggregated Option/SAR Exercises and Fiscal Year-End Option/SAR Value Table
    --------------------------------------------------------------------------

     No executive officer exercised any options or stock appreciation rights
during the 2000 fiscal year.


                                      28
<PAGE>
<TABLE>
<CAPTION>

Aggregated Option/SAR Exercises in Last Fiscal Year and FY-End Option/SAR Values
-------------------------------------------------------------------------------------------------
Name                   Shares Acquired         Value Realized ($)   Number of      Value of
                       On Exercise                                  Unexercised    Unexercised
                                                                    Securities     In The Money
                                                                    Underlying     Option/SARs
                                                                    Options/SARs   At FY-End ($)
                                                                    At FY-End (#)  Exercisable/
                                                                    Exercisable/   Unexercisable
                                                                    Unexercisable
-------------------------------------------------------------------------------------------------
<S>                    <C>                     <C>                  <C>            <C>
Terry C. Turner         0                       0                   15,000,000     $0 (a)
-------------------------------------------------------------------------------------------------

(a)   Exercisable at $.16 per share through November 1, 2001. Current market price is
      approximately $.07.

</TABLE>


     Long Term Incentive Plan - Awards in Last Fiscal Year
     -----------------------------------------------------

     We have no long-term incentive plans other than the "Retention Bonus"
described in Part II, Item 10.

     Defined Benefit or Actuarial Plan Disclosure
     --------------------------------------------

     In October 1998, we adopted a medical insurance plan for its employees,
which plan became effective on November 1, 1998.  We currently has no stock
ownership or other profit sharing or pension plans, nor life insurance or any
other benefit plan for its employees, but may adopt such plans in the future.
We have no retirement plans and, therefore, have made no contributions to any
such plan on behalf of the named officers.

     Compensation of Directors
     -------------------------

     One director received $1,000 per month as director's compensation, for a
total of $8,000 during 2000. However, other directors did not receive
compensation outside of their compensation as officers of the Company, which
is described in the Summary Compensation Table above. One of the Company's
Technical Advisory Board members receives compensation at the rate of $1,000
per month, in addition to $800 per day, plus expenses, for any additional
required consulting in the field. The other member of the Technical Advisory
Board receives compensation in connection with certain consulting services
when rendered by him, for which he received $6,000 during 2000.

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

     Employment Contracts and Termination of Employment
     and Change-in-Control Arrangements.
     -----------------------------------

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

                                      29

<PAGE>

     Report on Repricing of Options/SARs
     -----------------------------------

     Not applicable, as no options or SARs were repriced during the fiscal
year ended December 31, 2000.

Item 11.  Security Ownership of Certain Beneficial Owners and Management
          --------------------------------------------------------------

     At December 31, 2000, we had only one class of outstanding voting
securities, our common stock (referred to herein as the "Common Stock").  The
following table sets forth information as of December 31, 2000 with respect to
the ownership of the Common Stock for all directors, individually; all
executive officers named in the compensation table; all executive officers and
directors as a group; and all beneficial owners of more than five percent of
the Common Stock.

Name of                                     Shares owned       Percent
beneficial owner                            beneficially (1)   of class
------------------------------------------- ------------------ -------------
Mary A. Erickson                              24,441,467 (2)     14.0%
12403 So. 450 East, Bldg. D2, Suite A
Salt Lake City, Utah 84020

Terry C. Turner                               15,000,000 (3)     8.6%
12403 So. 450 East, Bldg. D2, Suite A
Salt Lake City, Utah 84020

Herbert M. Seydler, Jr. and Ravia Seydler     12,861,600 (4)     7.4%
c/o Hirsch & Westheimer, P.C.
700 Louisiana, 25th Floor
Houston, TX  77002

Betty Jane Seydler                            12,510,000 (5)     7.2%
c/o Hirsch & Westheimer, P.C.
700 Louisiana, 25th Floor
Houston  TX  77002

Ronald L Atwood, Ph.D.                         2,005,800 (6)     1.2%

Harlan M. (Mac) Delozier                       1,900,000 (7)     1.1%

Max Staheli                                    0                 0

All officers and directors
as a group (5 persons)                        18,905,800         10.9%
_________________

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

(2)   Includes 14,441,467 shares owned indirectly and beneficially by Ms.
      Erickson as sole shareholder of Golden Eagle Mineral Holdings, Inc., the
      record holder of the shares, of which 13,500,000 shares have been
      pledged to Frost National Bank as collateral on a revolving line of
      credit issued to The company, and 800,000 shares have been pledged as
      collateral to certain family members


                                      30
<PAGE>

      for amounts owed to those family members.  Also includes 10,000,000
      shares underlying stock options issued to Ms. Erickson, of which all are
      presently exercisable.

(3)   Comprises 15,000,000 shares underlying stock options issued to Mr.
      Turner, of which all are presently exercisable.

(4)   Includes 11,250,000 shares owned by The Herbert M. Seydler, Jr. Trust,
      1,250,000 shares owned jointly by Herbert M. Seydler, Jr. and Ravia
      Seydler; 360,000 shares directly owned by Ravia Seydler; and 1,600
      shares directly owned by Herbert M. Seydler, Jr.

(5)   Includes 11,250,000 shares owned by The Betty Jane Seydler Trust;
      1,250,000 shares owned directly by Betty Jane Seydler, which were
      erroneously issued in the name of The Betty Jane Seydler Trust; and
      10,000 shares owned directly by Betty Jane Seydler.

(6)   The Company contracts with a consulting firm for the services of Ronald
      Atwood, Ph.D. That consulting firm has received 2,005,800 shares of
      restricted common stock of the Company as compensation for metallurgical
      studies conducted on the Company's Bolivian gold deposit. While Dr.
      Atwood is neither an officer nor director of the consulting firm, he
      may, in the future, benefit from the Company's shares paid to the
      consulting firm.

(7)   On November 3, 2000, the Board of Directors granted a bonus of 1,000,000
      shares of restricted common stock to Mr. Delozier for his years of
      service to the Company, as well as a "Retention Bonus" of 300,000 shares
      of restricted common stock per year that Mr. Delozier remains with the
      Company, vesting on November 1, 2001, 2002 and 2003. These shares were
      not part of the S-8 Registration contemplated in the "Golden Eagle
      International, Inc. 2000 Employee and Consultant Stock Compensation
      Plan" authorized by the Board of Directors on June 1, 2000.

    We know of no arrangement, the operation of which may, at a subsequent
date, result in change in control of Golden Eagle, except the pledge by Golden
Eagle Mineral Holdings, Inc. of 13,500,000 restricted shares to Frost Bank
described above in Note (2).  This loan is not in default.

Item 12.  Certain Relationships and Related Transactions
          -----------------------------------------------

     Stock Issuances
     ---------------

     Golden Eagle Mineral Holdings, Inc. ("GEMH"), became a controlling
shareholder of Golden Eagle International, Inc. in November 1994, when it
acquired 20,000,000 shares of our restricted common stock.   GEMH paid us a
secured promissory note payable to us in the amount of $25,000 at ten percent
interest, due on demand.  GEMH paid this note in full with all accrued
interest in 1995.  Since then, GEMH has transferred certain of these shares to
repay certain of GEMH's financial obligations incurred as a result of GEMH's
investment in Golden Eagle.

     Herbert M. and Ravia Seydler (the "H. Seydlers") are Mary Erickson's
parents (Ms. Erickson is Golden Eagle's former Corporate Secretary/Treasurer
who resigned October 1, 1999); Betty Jane Seydler ("B. Seydler") is Ms.
Erickson's aunt.  Neither the H. Seydlers nor B. Seydler control, are
controlled by, or are under common control with Ms. Erickson.  They each
maintain separate households from Ms. Erickson and her family.  Until the H.
Seydlers and B. Seydler became significant shareholders of Golden Eagle as a
result of the April 1997 transaction described hereafter, neither was our
affiliate.

     During 1996, B. Seydler had advanced $450,000 to us on an unsecured
basis.  As of January 1, 1997 Golden Eagle also owed approximately $314,000 to
the H. Seydlers.  In April 1997, we agreed to issue 5,000,000 shares of its
restricted common stock to H. Seydler, B. Seydler, and H. Seydler's trust in
payment of accrued interest of $25,000 and for their renewal and extension of
these loans for three years.

                                      31

<PAGE>

     Also in April 1997, Mr. Seydler's trust and a related trust established
for the benefit of B. Seydler guaranteed the repayment of a $1,000,000 loan
from Frost Bank of Houston, Texas, made to the Company.  We issued 10,000,000
shares of its restricted common stock to each of the H. Seydler Trust and the
B. Seydler Trust for their guarantee of the obligation to Frost Bank.  In the
opinion of management, Frost Bank would not have made the loan to us without
the guarantees from the two trusts.  Furthermore, we were unable to repay the
loans due to H. Seydler or his trust, or B. Seydler, at the time they agreed
to extend the obligations.  Consequently, the Board of Directors believed that
its agreements with H. Seydler, B. Seydler, and their trusts, were in our best
interests and our shareholders, and were more favorable than the terms that
could have been obtained from unrelated parties, if any terms for similar
transactions could have been obtained.  Based on its discussion with Frost
Bank, among others, the Board of Directors doubts that any other party would
have assisted us, as did H. Seydler, B. Seydler, and their trusts.  As a
result of these transactions, however, H. Seydler, B. Seydler, and their
trusts have become our affiliates because of their stock ownership.

     In early 1999, we contracted the services of a consulting metallurgical
firm to carry out metallurgical and feasibility studies, as well as perform
laboratory and bench testing and analysis, on our Cangalli gold prospect. On
March 16, 2000, we satisfied our indebtedness to this consulting firm by
issuing 2,005,800 restricted shares of common stock in full satisfaction.  An
employee of that firm, Ronald L Atwood, Ph.D, has now become and officer and
director of Golden Eagle. While Dr. Atwood is neither an officer nor director
of the consulting firm, he may, in the future, benefit from the Company's
shares paid to the consulting firm. (See, Footnotes to Our Financials, Note F
at F-18.)

     Loans to the Company from Affiliates
     ------------------------------------

     As described elsewhere in this Annual Report, we have suffered chronic
working capital shortages.  To provide short-term relief, Ms. Erickson (our
former Secretary/Treasurer who resigned on October 1, 1999) and certain of her
family members have advanced funds to us.  In addition, Ms. Erickson and
certain of her family members have guaranteed certain of our obligations, as
outlined below.  In each case, loans from Ms. Erickson accrue interest at 8%
per annum, while loans from her family members accrue interest at 10.5% and
12%.  All of the loans are unsecured loans and are due January 1, 2002;
however, due to the related party nature of these transactions, we have
classified them as current liabilities.  In our opinion, the loans are
significantly more favorable to us than could have been obtained from any
other source; in fact, given our financial condition and lack of profitable
operations or assets within the United States, it is unlikely that any
unaffiliated person would have advanced funds to us on any terms or
conditions.

     In addition, as described elsewhere in this Annual Report, Mr. Velasquez
(former President of our subsidiaries in Bolivia) and Mr. Turner (our
President) have advanced funds to us for operations in Bolivia.

                                     Loan            Balance
                                     Amount          Outstanding
   Date       Affiliated Lender      (Repayment)(1)  at Year End
   --------- ----------------------- --------------  -----------
   1994       Mary A. Erickson         $44,107          $44,107
   1995       Mary A. Erickson        $265,163
                                     ($185,719)(2)     $123,551

              Family members(3)        $32,683
                                       ($8,092)         $24,591

   1996       Mary A. Erickson         $84,500
                                      $169,417(4)
                                     ($116,500)        $268,975(5)

                                      32
<PAGE>

              Family members(3)       $645,658         $724,068(5)

              Rene Velasquez           $41,900(8)       $41,900

   1997       Mary A. Erickson             $75          $55,250
                                      ($48,800)
                                     ($165,000)(7)

              Family members(3)       $239,687
                                     ($165,000)(6)     $832,509(5)

              Rene Velasquez           $48,431(8)       $90,331

              Terry Turner             $35,850          $35,850

   1998       Family members(3)       $326,662
                                      ($47,000)      $1,112,171(5)

              Mary Erickson                 $0          $55,250

              Rene Velasquez           $78,885(5)(8)   $169,216

              Terry Turner             $33,425
                                      ($37,075)         $32,200

   1999       Family Members(3)        $96,919        $1,079,06(2)

              Mary Erickson            ($5,000)
                                        $6,500
                                      ($16,784)         $44,966

              Rene Velasquez          ($10,639)(8)     $158,577

              Terry Turner             $39,286
                                     ($100,333)        ($28,847)

              Ronald Atwood, Ph.D        ($500)          $4,931

   2000       Terry Turner           ($233,107)(9)    ($261,954)(9)

              Ronald Atwood, Ph.D     ($61,954)(10)    ($61,954)(10)

(1)  We made all the described repayments in cash except as follows:
(2)  Including $25,000 canceled in repayment of a promissory note payable to
     us in connection with the issuance of shares to Golden Eagle Mineral
     Holdings, discussed above.
(3)  It should be noted that, although these persons are related to Ms.
     Erickson, these persons are not affiliated with Ms. Erickson or Golden
     Eagle inasmuch as they are adults, not living with Ms. Erickson, and not
     controlling, controlled by, or under common control with, Ms. Erickson.
(4)  Unreimbursed expenses incurred for our benefit and unpaid salary.
(5)  Including accrued interest.
(6)  Excluding $25,000 in abated interest.
(7)  Cancellation of loan assumption.

                                      33
<PAGE>

(8)  Mr. Velasquez' loans or salary accruals are listed on GEBM's books in
     Bolivia as contingent liabilities pending the outcome of litigation with
     Mr. Velasquez and should not be deemed to be acknowledged liabilities.
(9)  Mr. Turner loaned the Company $108,561 to meet operating needs during
     1997, 1998 and 1999, while foregoing salary that in 2000 accrued to a
     total amount of $750,000. The referenced loan sums have been repaid to
     Mr. Turner by the Company over the years as indicated above, however
     accrued salary has not been paid. In anticipation of Golden Eagle
     entering into commercial production and having disposable cash to be able
     to pay accrued salaries, Mr. Turner and Golden Eagle entered into a loan
     arrangement. All loans will be offset against accrued salaries.
(10) Dr. Atwood's services are contracted for with a consulting firm with
     which Dr.  Atwood has an employment contract for $10,000 per month.
     However, this consulting firm agreed to accept one-half of the monthly
     compensation and defer the balance.  Because of economic reasons, this
     firm has had to borrow against the pending balance in Bolivia.

     On February 11, 1997, Frost National Bank loaned us $240,000 pursuant to
a short-term bridge loan at the bank's prime rate, due August 1, 1997.  In
April 1997, the same bank loaned us $1 million pursuant to a revolving line of
credit agreement (which has now been extended to December 1, 2001).  The loan
bears interest at the prime rate (8.25% as of September 30, 1999).  In
addition, the loan is personally guaranteed by Ms. Erickson and GEMH,
including a pledge of 13,500,000 shares of our restricted common stock owned
by GEMH, as described above.  The loan is further secured by certain assets of
Ms. Erickson's unaffiliated family members and all of our assets.  As a fee
for consideration of the family members' guarantees of the $1 million loan, we
issued a total of 20,000,000 shares of restricted common stock that were
valued at $.10 per share.  The proceeds from the $1 million loan were used to
retire the earlier $240,000 bank bridge loan and for other working capital
expenses incurred in connection with our 1997 operations on the Cangalli
properties.  As of December 31, 2000, there were no funds available under the
line of credit.

     Formation of Bolivian Subsidiaries
     ----------------------------------

     We formed Golden Eagle Bolivia Mining, S.A., ("GEBM") in January 1996 to
conduct our operations in Bolivia.  Golden Eagle initially owned 74% of GEBM
and later acquired an additional 19% from its Bolivian partners, for a total
of 93%.  We formed a second subsidiary, Eagle Mining of Bolivia, Ltd. ("EMB")
in October 1996 to own the contract for the mining rights.  We own 84% of EMB;
our affiliate, Mary A. Erickson, owns 3%; and Rene Velasquez (a Bolivian
national who is the former President of our subsidiaries) owns 13%.  Mr.
Velasquez' 13% ownership in EMB resulted from the initial agreement between us
and Mr. Velasquez, which resulted in our introduction to the United Cangalli
Gold Mining Cooperative, Ltd. ("UCL") and the original business opportunity.
Ms. Erickson's 3% ownership was taken in partial consideration for the loans
and advances made to us by Ms. Erickson and her family.  EMB's initial
constitution, the equivalent of its Articles of Incorporation, provided that
Golden Eagle will act as the funding shareholder, providing any necessary
operating or development capital to EMB as a "capital contribution" and not as
a loan. The other EMB shareholders are not liable for their share of any
capital contributions; all EMB shareholders share profits in accordance with
their interests.  Neither Mr. Velasquez nor Ms. Erickson, or any other officer
of Golden Eagle, own any interest in our other subsidiary, GEBM.

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

(a)     Financial Statements

    The following documents are filed as part of this report:       Page

         Reports of Independent Public Accountants                  F-2 & F-3


                                      34
<PAGE>

         Consolidated Balance Sheet as of December 31, 2000         F-4

         Consolidated Statement of Operations for the years
         ended December 31, 2000 and 1999 and from
         July 21, 1988 (inception) through December 31, 2000        F-5

         Consolidated Statement of Cash Flows for the years
         ended December 31, 2000 and 1999 and from July 21,
         1988 (inception) through December 31, 2000                 F-6

         Consolidated Statement of Stockholders' Equity
         (Deficit) for the years ended December 31, 2000 and
         1999 and from July 21, 1988 (inception) through
         December 31, 2000                                          F-7

         Notes to Consolidated Financial Statements          F-8 through F-20

(b)       Exhibits

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

      3.1     Articles of Incorporation, as amended *
      3.2     Bylaws *
     10.1     Mineral Concession with the United Cangalli Gold Mining
              Cooperative, Ltd. **
     22.1     Subsidiaries

                    Golden Eagle Bolivia Mining S.A., incorporated under the
                    laws of Bolivia Eagle

                    Mining of Bolivia, Ltd., incorporated under the laws of
                    Bolivia

       *    Incorporated by reference from our registration statement on Form
            10-SB that became effective June 17, 1994.

       **   Incorporated by reference from our Form 8-K reporting an event of
            December 19, 1996.

(c)    Reports on Form 8-K:

      The following reports on Form 8-K were filed during the year ended
December 31, 1999, and subsequently:

    January 3, 2000, reporting an event under Item 5 of Form 8-K
    March 8, 2000, reporting an event under Item 5 of Form 8-K
    March 9, 2000, reporting an event under Item 5 of Form 8-K
    March 20, 2000 reporting an event under Item 5 of Form 8-K
    May 22, 2000, reporting an event under Item 5 of Form 8-K
    June 1, 2000, reporting an event under Item 5 of Form 8-K
    July 14, 2000, reporting an event under Item 5 and Item 7 of Form 8-K
    September 13, 2000, reporting an event under Item 5 of Form 8-K
    October 10, 2000, reporting an event under Item 2 and Item 5 of form 8-K

                                      35
<PAGE>

                                  SIGNATURES

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


                                  GOLDEN EAGLE INTERNATIONAL, INC.


March 26, 2001                    /s/ Terry C. Turner
                                  _________________________________________
                                  Terry C. Turner, President



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

                                  GOLDEN EAGLE INTERNATIONAL, INC.



March 26, 2001                    /s/  Terry C. Turner
                                  _________________________________________
                                  Terry C. Turner, Director and Principal
                                  Executive Officer

March 26, 2001                    /s/  Ronald L Atwood
                                  _________________________________________
                                  Ronald L Atwood, Ph.D., Director


March 26, 2001                    /s/  Max Staheli
                                  _________________________________________
                                  Max Staheli, MBA, Director


March 26, 2001                    /s/ Jennifer T. Evans
                                  _________________________________________
                                  Jennifer T. Evans, Corporate Secretary-
                                  Treasurer, Principal Financial Officer and
                                  Principal Accounting Officer



                                      36
<PAGE>

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Financial  Statements
Table of Contents
------------------------------------------------------------------------------

                                                                        PAGE

Reports of Independent Public Accountants                         F-2 and F-3

Financial Statements

   Consolidated Balance Sheet                                             F-4

   Consolidated Statement of Operations                                   F-5

   Consolidated Statement of Cash Flows                                   F-6

   Consolidated Statement of Changes in Stockholders' Equity (Deficit)    F-7

   Notes to Consolidated Financial Statements                             F-8





                                     F-1
<PAGE> 37




REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS'

March 1, 2000

To the Board of Directors
Golden Eagle International, Inc.


We have audited the accompanying consolidated balance sheet of Golden Eagle
International, Inc. (a development stage company) and subsidiaries as of
December 31, 2000, and the related consolidated statements of operations, cash
flows and changes in stockholders' equity (deficit) for the years ended
December 31, 2000 and 1999, and the related amounts included in the cumulative
amounts for the period from July 21, 1988 (inception) to December 31, 2000.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements
based on our audits.  We did not audit the financial statements of Golden
Eagle Bolivia Mining, S.A., a 93% owned subsidiary, which statements reflect
82% of total consolidated assets as of December 31, 2000 and all of its
revenues.  Those financial statements were audited by other auditors whose
report has been furnished to us, and our opinion, insofar as it relates to the
amounts included for Golden Eagle Bolivia Mining, S.A. as of December 31, 2000
and for the years ended December 31, 2000 and 1999, and the related amounts
included in the cumulative amounts for the period from July 21, 1988
(inception) to December 31, 2000 is based solely on the report of the other
auditors.

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

In our opinion, the accompanying consolidated financial statements referred to
above present fairly, in all material respects, the financial position of
Golden Eagle International, Inc. at December 31, 2000, and the results of its
operations and its cash flows for the years ended December 31, 2000 and 1999,
and the related amounts included in the cumulative amounts for the period from
July 21, 1988 (inception) to December 31, 2000, in conformity with generally
accepted accounting principles.

The accompanying consolidated financial statements have been presented
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business.  As discussed in Note A to the financial statements, the
Company had significant working capital and stockholders' deficits as of
December 31, 2000 and has incurred substantial losses since its inception.
The Company presently has no product or producing properties and requires
significant additional financing to satisfy its outstanding obligations and
commence operations.  In addition, the Company's ability to conduct future
operations remains subject to other risks, including inexperienced management,
operations in isolated regions of Bolivia, and the concentration of efforts in
a single undeveloped area.  Unless the Company successfully obtains suitable
significant additional financing there is substantial doubt about the
Company's ability to continue as a going concern.  Management's plans in
regard to these matters are also discussed in Note A.  The financial
statements do not include any adjustments to reflect the possible future
effect on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.


/s/ Oatley & Hansen
Greenwood Village, Colorado

                                     F-2

<PAGE> 38





                         INDEPENDENT AUDITOR'S REPORT


March 23, 2001


To the Board of Directors and Shareholders
Golden Eagle Bolivia Mining, S.A.
(a development stage enterprise)
La Paz, Bolivia

We have audited the balance sheet of Golden Eagle Bolivia Mining, S.A. (a
development stage enterprise) as of December 31, 2000 and the related
statements of operations and cash flows for the years ended December 31, 1999
and December 31, 2000.  The financial statements are the responsibility of the
Company's management. Our responsibility is to express an opinion in regard to
these financial statements based on our audits.

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

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Golden Eagle Bolivia Mining,
S.A. (a development stage enterprise) as of December 31, 2000 and the results
of its operations and its cash flows for the years ended December 31, 1999 and
December 31, 2000, in conformity with generally accepted accounting
principles.

The financial statements referred to above assume 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. At the present,
the Company's operations have not achieved significant levels of production
and substantial additional financing is required in order to attain commercial
levels.  Unless the Company obtains significant additional financing there is
substantial doubt about whether the Company can continue as a "going concern".
The financial statements do not include any adjustments to reflect the
possible future effect on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.



/s/ Pozo and Associates
Member of Moores Rowland International
La Paz, Bolivia



                                     F-3

<PAGE> 39

-----------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Balance Sheet
-----------------------------------------------------------------------------

                                                             December 31,
                                                                2000
                                                             -------------

ASSETS

CURRENT ASSETS
  Cash                                                       $     64,934
    Prepaid expense other costs                                    49,602
                                                             -------------

     Total current assets                                         114,536
                                                             -------------
PROPERTY AND EQUIPMENT
  Mining equipment                                                804,769
  Acquisition cost of mining prospect                             115,741
  Office equipment                                                 77,755
  Vehicles                                                         59,796
                                                             -------------
                                                                1,058,061
  Less accumulated depreciation                                  (306,273)
                                                             -------------
                                                                  751,788
                                                             -------------
OTHER ASSETS
  Advance royalties                                                96,236
  Advances to officers                                            323,907
  Deposits                                                          7,620
                                                             -------------
                                                                  427,763
                                                             -------------

                                                             $  1,294,087
                                                             =============


LIABILITIES AND STOCKHOLDERS' EQUITY (DEFICIT)

CURRENT LIABILITIES
  Loans from related parties                                 $  1,284,843
  Bank loan payable                                             1,000,000
  Other notes payable                                              84,071
  Accounts payable                                                232,703
  Accrued compensation and taxes                                1,456,382
  Accrued interest payable                                        458,063
                                                             -------------
    Total current liabilities                                   4,516,062
                                                             -------------

DEBENTURES PAYABLE                                                975,000

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 172,746,242
   shares                                                          17,273
  Additional paid-in capital                                   10,701,766
  Deferred compensation                                          (137,556)
  Deficit accumulated during the development stage            (14,778,458)
                                                             -------------
    Total stockholders' (deficit)                              (4,196,975)
                                                             -------------

                                                             $  1,294,087
                                                             =============


See accompanying notes.

                                     F-5

<PAGE> 40


-----------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Operations
-----------------------------------------------------------------------------

                                                                July 21, 1988
                                                                (Inception)
                                           Year Ended           Through
                                           December 31,         December 31,
                                         2000         1999      2000
                                    ------------- ------------- -------------
REVENUES                            $        876  $      6,271  $    161,077


COSTS AND OPERATING EXPENSES
  General and administrative           1,215,879     1,195,645     8,788,658
  Exploration                            156,376       174,608     1,202,779
  Depreciation                            83,568        82,068       306,819
                                    ------------- ------------- -------------

  Total costs and operating expenses   1,455,823     1,452,321    10,298,256
                                    ------------- ------------- -------------

OPERATING (LOSS)                      (1,454,947)   (1,446,050)  (10,137,179)
                                    ------------- ------------- -------------
OTHER INCOME (EXPENSE)
  Interest expense                      (364,921)     (340,716)   (1,336,481)
  Interest income                              -           934        15,483
  Loan financing costs, net                    -             -    (2,475,000)
  Write-down of mining prospect                -             -      (873,462)
  Gain on marketable securities                -             -       124,336
  Commissions                                  -             -         6,708
  Write off advances to Mineral
    Mountain Mining Co.                        -             -       (78,000)
  Write off loan to investment
    advisor                                    -             -       (15,000)
  Loss on sale of equipment                    -             -       (17,314)
  Other income                             3,335        11,167        36,469
  Other expenses                            (508)         (162)      (23,718)
                                    ------------- ------------- -------------

  Total other income (loss)             (362,094)     (328,777)   (4,635,979)
                                    ------------- ------------- -------------

NET INCOME (LOSS)                   $ (1,817,041) $ (1,774,827) $(14,773,158)
                                    ============= ============= =============

BASIC EARNINGS (LOSS) PER SHARE     $      (0.01) $      (0.02) $      (0.34)
                                    ============= ============= =============

WEIGHTED AVERAGE SHARES OUTSTANDING  158,062,266   116,423,811    43,790,351
                                    ============= ============= =============



See accompanying notes.

                                     F-5

<PAGE> 41
<TABLE>
<CAPTION>

---------------------------------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Stockholders' Equity (Deficit)
---------------------------------------------------------------------------------------------------------------------

                                                               Additional
                                             Common Stock      Paid-in       Deferred      Accumulated
                                          Shares      Amount   Capital       Compensation  Deficit      Total
                                      ------------- ---------- ------------- ------------- ------------ -------------
<S>                                   <C>           <C>        <C>           <C>           <C>          <C>
Inception July 21, 1988                          -  $       -  $          -  $          -  $         -  $          -
 Issued June 1, 1989 for cash
   ($.00006 per share)                   1,666,665        167           (67)            -            -           100
 Issued in 1990 for cash
   ($.003 to $.03 per share)               666,665         67        10,033             -            -        10,100
 50,000 to 1 stock split                         -          -         4,900             -            -         4,900
 Issued in 1991 for cash ($.30074
   per share from stock offering)          268,335         27        59,253             -            -        59,280
 November 1, 1993, acquisition
   of subsidiary                                 -          -         2,600             -       (5,300)       (2,700)
 Fair value of officer salary                    -          -        20,000             -            -        20,000
 November 7, 1994, convert debt to
   equity ($.003 per share)              2,640,830        264         7,659             -            -         7,923
 Issued in 1994 for note receivable
   from affiliate ($.00125 per share)   20,000,000      2,000        23,000             -            -        25,000
 Issued in 1994 for legal services
   ($.00125 per share)                     375,000         37           432             -            -           469
 Issued for cash in 1995 ($.01 to
   $.282) less $41,644 issuance costs   10,469,750      1,047       244,002             -            -       245,049
 Issued for services in 1995
   ($.07 per share)                      2,337,333        234       171,749             -            -       171,983
 Convert notes payable in 1995
   ($.15625 per share)                     800,000         80       124,920             -            -       125,000
 Issued or cash in 1996
   ($.05 to $.25 per share)              2,250,650        222       401,808             -            -       402,030
 Issued for services in 1996
   ($.07 to $.30 per share)              5,448,985        545     1,230,297             -            -     1,230,842
 Issued for cash in 1997
   ($.10 per share)                     10,126,350      1,013     1,011,622             -            -     1,012,635
 Issued in 1997 to related  parties
   for loan guarantees- and renewals
   ($.10 per share)                     25,000,000      2,500     2,497,500             -            -     2,500,000
 Issued in 1997 for services
   ($.03 to $.17 per share)              9,276,398        928       815,072             -            -       816,000
 Issued in 1997 for equipment
   ($.10 per share)                      2,993,161        299       299,017             -            -       299,316
 Issued in 1997 for conversion of
   debenture and note payable
   ($.09 and $.26 per share)               689,060         69       104,347             -            -       104,416
 Issued in 1997 for vehicle
   ($.10 per share)                        350,000         35        34,965             -            -        35,000
 Issued in 1998 for cash
   ($.10 per share)                      1,200,000        120       119,880             -            -       120,000
 Issued in 1998 for services
   ($.10 to $.16 per share)              3,704,172        370       462,630             -            -       463,000
 Issued in 1998 for conversion of
   debt ($.03 to $.07 per share)         8,396,268        840       434,122             -            -       434,962
 Issued in 1998 for interest
   ($.13 per share)                        558,333         56        72,444             -            -        72,500
 Other                                         (70)         -         2,625             -            -         2,625
 Net loss for the periods                        -          -             -             -  (11,181,290)  (11,181,290)
                                      ------------- ---------- ------------- ------------- ------------ -------------

Balance at December 31, 1998           109,217,885     10,920     8,154,810             -  (11,186,590)   (3,020,860)

 Issued for cash ($.02 to $.10
   per share)                           14,070,000      1,407       767,593             -            -       769,000
 Issued for services ($.04 to $.10
   per share)                            4,385,927        438       298,562             -            -       299,000
 Issued for interest ($.03 to $.10
   per share)                              380,000         38        23,612             -            -        23,650
 Net loss for the year                           -          -             -             -    1,774,827)   (1,774,827)
                                      ------------- ---------- ------------- ------------- ------------ -------------

Balance at December 31, 1999           128,053,812     12,803     9,244,577             -  (12,961,417)   (3,704,037)

 Issued for cash ($.03 to $.05
   per share)                           16,794,258      1,679       511,921             -            -       513,600
 Convert notes payable ($.03
   per share)                           13,833,333      1,384       413,616             -            -       415,000
 Issued for services ($.03 to $.06)
   per share)                           11,519,839      1,152       359,557             -            -       360,709
 Issued for interest ($.03
   per share)                              625,000         63        18,687             -            -        18,750
 Deferred stock grants to employees
   ($.08 per share)                      1,920,000        192       153,408      (153,600)           -             -
 Amortization                                    -          -             -        16,044            -             -
 Net loss for the year                           -          -             -             -   (1,817,041)   (1,817,041)
                                      ------------- ---------- ------------- ------------- ------------ -------------

Balance at December 31, 2000           172,746,242  $  17,273  $ 10,701,766  $   (137,556)$(14,778,458) $ (4,213,019)
                                      ============= ========== ============= ============= ============ =============







                                      F-3

See accompanying notes

</TABLE>
<PAGE> 42
<TABLE>
<CAPTION>


-------------------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Consolidated Statement of Cash Flows
-------------------------------------------------------------------------------------------

                                                                             July 21, 1988
                                                                             (Inception)
                                                           Year Ended        Through
                                                          December 31,       December 31,
                                                      2000          1999     2000
                                                 ------------- ------------- -------------
<S>                                              <C>           <C>           <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net income (loss)                              $ (1,817,041) $ (1,774,827) $(14,773,158)
  Adjustments to reconcile net income (loss)
   to net cash provided by operating activities:
     Stock issued for services                        360,709       299,000     3,344,628
     Depreciation expense                              83,568        82,068       306,819
     Stock issued for accrued interest                 18,750        23,650       183,634
     Amortization of deferred compensation             16,044             -        16,044
     Stock issued for loan pledges and renewals             -             -     2,500,000
     Write-down of mining prospect                          -             -       873,462
     Write off advances to Mineral Mountain
       Mining Co.                                           -             -        78,000
     Fair value of officer salary expensed                  -             -        20,000
     Write off loan to investment advisor                   -             -        15,000
     Loss on retirement of vehicle, equipment
       and other                                            -             -         8,235
     Loss (gain) from investments                           -             -      (114,670)
   Changes in operating assets and liabilities:
     Prepaid expense and other costs                   14,569        (8,084)      (49,602)
     Income tax refund receivable                           -             -             -
     Payables and accrued liabilities                 203,710       634,106     2,147,148
                                                 ------------- ------------- -------------

  Net cash flows (used for) operating activities   (1,119,691)     (744,087)   (5,444,460)
                                                 ------------- ------------- -------------

CASH FLOWS FROM INVESTING ACTIVITIES
  Investment in property and equipment                (37,113)       (8,083)   (1,648,377)
  Advances royalties                                   (5,668)      (45,934)      (96,236)
  Deposits                                             (1,752)        6,407        (9,120)
  Proceeds from investment sales                            -             -       184,380
  Advances to Mineral Mountain Mining Co.                   -             -       (78,000)
  Loan to investment advisor                                -             -       (15,000)
  Purchase of investment securities                         -             -       (59,478)
  Purchase of subsidiary (net of cash acquired)             -             -        (2,700)
                                                 ------------- ------------- -------------

  Net cash flows (used for) investing activities      (44,533)      (47,610)   (1,724,531)
                                                 ------------- ------------- -------------

CASH FLOWS FROM FINANCING ACTIVITIES
  Loans from related parties                            6,000       142,704     1,913,909
  Repayment on loans from related parties and
    advances to officers                             (303,754)     (133,256)     (872,386)
  Proceeds from other notes payable                    40,022        53,200       674,320
  Repayments of other notes payable                    (3,200)      (39,766)     (112,112)
  Proceeds from convertible debentures                975,000             -     1,388,500
  Proceeds from bank loan                                   -             -     1,000,000
  Common stock issued                                 513,600       769,000     3,304,758
  Stock issuance costs                                      -             -       (63,064)
                                                 ------------- ------------- -------------

  Net cash flows from financing activities          1,227,668       791,882     7,233,925
                                                 ------------- ------------- -------------

NET INCREASE (DECREASE) IN CASH                        63,444           185        64,934

CASH - BEGINNING OF PERIOD                              1,490         1,305             -
                                                 ------------- ------------- -------------

CASH - END OF PERIOD                             $     64,934  $      1,490  $     64,934
                                                 ============= ============= =============

                                 F-8


See accompanying notes.

</TABLE>
<PAGE> 43

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

Note A - Organization and Business

Organization and Nature of Business
-----------------------------------
Golden Eagle International, Inc. (a development stage company, the "Company,")
was incorporated in Colorado on July 21, 1988.  The Company is to engage in
the business of acquiring, developing, and operating gold, silver and other
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 Company's operations and business
interests are focused on a prospect under contract (the "Cangalli
properties"), and a prospect, which is owned outright by the Company (the
"Tipuani Valley properties"), in the Tipuani Gold Mining District of the
Republic of Bolivia.

Organization of Subsidiaries and Bolivian Mining Activities
-----------------------------------------------------------
In January 1996, the Company organized a Bolivian corporation, Golden Eagle
Bolivia Mining, S.A. ("GEBM"). The Company has a 93% ownership in GEBM; two
Bolivian citizens own the remaining seven percent.  In October 1996, a sister
subsidiary was formed, Eagle Mining of Bolivia, Ltd. ("EMB"), for the purpose
of assuming, together with GEBM, the responsibilities under contract with a
Bolivian gold mining cooperative, United Cangalli Gold Mining Cooperative,
Ltd. ("UCL").  The Company has an 84% ownership in EMB; a Bolivian citizen
owns 13%, and a former officer (and former president) owns the remaining three
percent.   Golden Eagle is forming, as of the date of the filing of this
report, a wholly owned subsidiary, Golden Eagle International, Inc. (Bolivia)
("GEII, Bolivia"), to carry out all continuing operations in Bolivia. All
agreements, obligations, and relationships in Bolivia will be assumed by, or
transferred to, GEII Bolivia.

On January 25, 1996, GEBM entered into an agreement with UCL for 25 years,
with an option for an additional 25 years, to explore and mine a group of
mining concessions, the Cangalli properties, consisting of 4,952 acres owned
by UCL.  That agreement, while binding according to GEBM's Bolivian counsel,
was never "protocolized" (recorded by the Bolivian Notary of Mines).  A new
agreement was completed between EMB and UCL and was protocolized November 11,
1996.  All rights and obligations pursuant to these agreements will be assumed
and transferred in 2001 to GEII Bolivia.

The mining agreement with UCL provides for a gross royalty interest of 18% in
gold production to UCL and commits the Company to complete first-phase
exploration and open one work front, in addition to the Cangalli shaft, by
April 20, 1997; to open two additional work fronts by December 6, 1997; and to
invest a minimum of $3 million in the project.  In addition, the Company is
obligated to pay UCL $200,000: $100,000 as prospect acquisition rights and
$100,000 for advance royalties.  As of December 31, 2000, these obligations
had been met and $96,236 is reflected as advance royalties in the accompanying
balance sheet.

                               F-8

<PAGE> 44

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

The Company owns all right, title and interest in four mining claims or
concessions, the Tipuani Valley properties, acquired in November 1999 and
October 2000 totaling 69,000 acres, which surround the Cangalli properties.
The Company is not required to pay any royalty on the Tipuani Valley
properties as long as it pays annual claim fees to the Bolivian government of
$27,825.  The combined total of the Cangalli properties and the Tipuani Valley
properties is 74,000 acres, all of which is prospectively valuable for gold.

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, 2000 and has incurred substantial losses since its inception.
The Company presently has no substantial product or producing properties and
requires significant additional financing to satisfy its outstanding
obligations and commence operations.  In addition, the Company's ability to
conduct future operations remains subject to other risks, including
inexperienced management in open-pit and high-volume mining, operations in
isolated regions of Bolivia, and the concentration of efforts in a single
undeveloped area.  Unless the Company successfully obtains suitable
significant additional financing arrangements there is substantial doubt about
the Company's ability to continue as a going concern.  Management's plans to
address these matters include private placements of stock, obtaining
short-term loans, seeking suitable joint venture relationships, and putting
the prospect being developed into production.

The financial statements do not include any adjustments to reflect the
possible future effect on the recoverability and classification of assets or
the amounts and classification of liabilities that may result from the outcome
of this uncertainty.

Note B - Summary of Significant Accounting Policies

Principles of Consolidation
---------------------------
The financial statements include the accounts of Golden Eagle International,
Inc. and its subsidiaries Golden Eagle Bolivia Mining, S.A. and Eagle Mining
of Bolivia, Ltd.  All inter-company transactions and balances have been
eliminated.

Use of Estimates
----------------
Preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and

                               F-9
<PAGE> 45

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

accompanying notes.  Significant areas requiring the use of management
estimates relate to the determination of mineral reserves, useful lives for
depreciation, depletion and amortization, and valuation of deferred taxes.
Actual results inevitably will differ from those estimates, and such
differences may be material to the financial statements.

Foreign Currency
----------------
The Company's functional currency and its foreign activities are conducted
primarily in U.S. dollars.  The Company had a realized foreign currency
transaction loss of $(508) in 2000 and a gain of $1,344 in 1999.

Revenue Recognition
-------------------
Mineral sales, to date related to limited amounts of gold produced through
exploratory and development work, are recognized when produced, net of related
production royalties.

Property, Equipment and Mineral Development
-------------------------------------------
Property and equipment are recorded at cost.  Costs associated with the
acquisition and development of mining prospects are capitalized on a
country-by country basis, subject to a limitation so as not to exceed the
present value of future net revenues from estimated production.  Maintenance
and repair costs are charged to expense as incurred, and renewals and
improvements that extend the useful life of assets are capitalized.

Depreciation is computed using the straight-line method over the assets'
estimated useful lives as follows:

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

Mineral exploration costs are expensed as incurred.  When it has been
determined that a mineral property can be economically developed, the costs
incurred to develop such property, including costs to further delineate the
ore body and remove overburden to initially expose the ore body, are
capitalized.  Such costs and estimated future development costs are amortized
using a unit-of production basis over the estimated life of the ore body.
Ongoing development expenditures to maintain production are charged to
operations as incurred.

Significant expenditures directly related to the acquisition of exploration
interests are capitalized.  If a mineable ore body is discovered, such costs
are amortized using a unit-of-production method.  If no mineable ore body is
discovered, such costs are expensed in the period in which it is determined
the property has no future economic value.

                               F-10

<PAGE> 46

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

Stock Based Compensation
------------------------
The Company utilizes the intrinsic value method for stock-based compensation.
Under this method, compensation expense is recognized for the amount by which
the market price of the common stock on the date of grant exceeds the exercise
price of an option.  (See Note E).

Long-Lived Assets
-----------------
The Company reviews for the impairment of long-lived assets, certain
intangibles, and associated goodwill, whenever events or changes in
circumstances indicate that the carrying value of an asset may not be
recoverable.  An impairment loss would be recognized when the estimated future
cash flows are less than the carrying amount of the asset.

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 2000 and 1999, the
Company paid interest of $203,057 and $168,643, respectively.  Non-cash
investing and financing transactions during the periods consists of the
following:

2000                                                 Shares       Amount
-----                                                ------------ -----------
Common stock issued to advisors, consultants and
  employees for services                             $11,519,839  $  360,709
Common stock issued in lieu of interest                  625,000      18,750
                                                     ------------ -----------
                                                      12,144,839  $  379,459
                                                     ============ ===========
1999
----
Common stock issued to advisors and consultants
  for services                                       $ 4,385,927  $  299,000
Common stock issued in lieu of interest                  380,000      23,650
                                                     ------------ -----------
                                                       4,765,927  $  322,650
                                                     ============ ===========
Earnings (Loss) Per Share
-------------------------
Basic earnings per share are computed using the weighted average number of
shares outstanding during each period. Diluted earnings per share is computed
on the basis of the average number of common shares outstanding plus the
dilutive effect of outstanding stock options using the "treasury stock"
method.  The basic and diluted earnings per share are the same since the
Company had a net loss for 2000 and 1999 and the inclusion of stock options
would be antidilutive.

Concentrations
--------------
Concentrations include: reliance on a single area containing the Company's
mining prospects in an isolated region of a foreign country; limited financial
capacity of related parties and/or others to continue funding operations; and,
reliance on the future stability, capacity and cooperation of UCL.   UCL
controls locally available prospect site labor, services, supplies and
infrastructure support.  If the Company is successful in commencing sustained
commercial levels of production in Bolivia, it will need significant
quantities of mining equipment and supplies

                               F-11

<PAGE> 47

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

that are presently in short supply or unavailable.  Also, high import tariffs
may make equipment either very expensive or of restricted availability; and
transportation of heavy equipment in the region poses practical difficulties
and is weather dependent.  As of December 31, 2000, the carrying amount of net
assets (assets less liabilities) located in Bolivia was approximately
$591,000, an increase of $493,000 during the year.

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

Effect of New Accounting Pronouncements
---------------------------------------
The Securities and Exchange Commission ("SEC") issued Staff Accounting
Bulletin ("SAB") 101, "Revenue Recognition in Financial Statements," in
December 1999.  The SAB summarizes certain of the SEC's views in applying
generally accepted accounting principles to revenue recognition in financial
statements.  In June 2000, the SEC issued SAB 101B, which delays the
implementation date of SAB 101 until no later than the fourth fiscal quarter
of fiscal years beginning after December 15, 1999.  The Company believes that
its revenue recognition practices are in conformity with the guidelines in SAB
101, as revised.

In March 2000, the FASB issued Financial Interpretation No. 44, "Accounting
for Certain Transactions Involving Stock Compensation, an Interpretation of
APB Opinion 25."  Interpretation No. 44 is effective July 1, 2000.
Interpretation No. 44 clarifies the application of Accounting Principles Board
("APB") Opinion 25 for various matters, specifically: the criteria for
determining whether a plan qualifies as a non-compensatory plan; the
accounting consequence of various modifications to the terms of a previously
fixed stock option or award; and the accounting for an exchange of stock
compensation awards in a business combination.  Management does not believe
that the adoption of Interpretation No. 44 will have a material impact on its
financial position or results of operations.

In March 2000 the FASB's Emerging Issue Task Force ("EITF") reached a
consensus on EITF 00-2, "Accounting for Web Site Development Costs."  EITF
00-2 discusses how an entity should account for costs incurred to develop a
web site.  The EITF is effective in the first quarter of fiscal 2001.
Management does not believe that the adoption of EITF 00-2 will have a
material impact on the Company's financial position or results of operations.

Note C - Loans and Notes Payable

Bank note payable at its prime interest rate (9 1/2% at December
  31, 2000).  Interest due monthly until November 30, 2001 when
  principal and unpaid interest are due. Secured by substantially
  all assets of the Company, pledge of certain assets

                               F-12
<PAGE> 48

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial  Statements
------------------------------------------------------------------------------

  of relatives of a former officer, and 13.5 million shares of
  Company stock of the former officer.                           $  1,000,000

Convertible debentures payable, interest at 10% due annually,
  principle was due on the first debenture February 10, 2001,
  however, the debenture holder agreed to extend maturity until
  February 10, 2002, and all other debentures at varying dates
  during 2002.  These debentures all have the same terms and
  are convertible at the lesser of $.03 per share or 50% of
  the average of the closing bid price of common stock for
  three days prior to conversion.                                     975,000

Note payable to a Bolivian consulting engineering firm at 15%;
  dated January 7, 1998: unsecured; principal and accrued
  interest due December 30, 1998, subsequently extended to
  June 1, 2000.  On January 7, 2000, $390,000 converted to
  common restricted stock, with the balance of interest
  extended to March 1, 2001. Subsequent to year-end this note
  has been satisfied in full.                                          34,884

Other, unsecured.                                                      49,187

Borrowings from Related Parties:
-------------------------------

10.5% notes payable issued in 1996 to a relative of an officer,
  unsecured, due date extended to January 1, 1999, subsequently
  extended to January 1, 2002, personally guaranteed by the
  officer and her husband.  Classified as current due to the
  related party aspect of the notes.                                  450,000

12% notes payable issued from November 1996 through December
  1998 to relatives of an officer, unsecured, due January 1,
  2001, subsequently extended one year. Classified as current
  due to the related party aspect of the notes.                       629,062

24% advances from a former officer of a subsidiary, unsecured,
  due on demand.  (See Note G - Litigation in Bolivia).               158,577

8% loans from officers, unsecured, due on demand.                      47,204
                                                                 -------------
                                                                    3,343,914

                               Current maturities                  (2,368,914)
                                                                 -------------
                               Non-current maturities            $    975,000
                                                                 =============

Note D - Income Taxes

The Company has not recorded an income tax provision for 2000 or 1999 due to
the Company's inability to carryback losses.

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


                               F-13

<PAGE> 49

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------


                                                     2000         1999
                                                 ------------- -------------
Income taxes at the federal statutory rate       $   (617,794) $   (603,441)
State income taxes, net of federal benefits           (37,360)      (37,795)
Nondeductible expenses                                300,232       282,177
Valuation allowance                                   354,922       359,059
                                                 ------------- -------------
                                                 $          -  $          -
                                                 ============= =============


Deferred tax liabilities and deferred tax assets reflect the net effects of
temporary differences between the carrying amounts of assets and liabilities
for financial reporting purposes and the amounts used for income tax purposes.
The valuation allowance has been established due to the uncertainty of future
taxable income, which is necessary to realize the benefits of the deferred tax
assets.  The Company had net operating loss (NOL) carryforwards of
approximately $5.9 million at December 31, 2000, which begin to expire in
2005.  These NOL's are subject to annual utilization limitations due to prior
ownership charges.

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
$880,000 of the loss carryforward has been offset by a valuation allowance of
the same amount, a decrease of  $360,000 in 2000.

Note E - Stockholders' Equity

Common Stock Issued
-------------------
The Company issued 14,070,000 shares of common stock in 1999 for $769,000
($.02 to $.10 per share).  In 2000, the Company issued 16,794,258 shares of
common stock for $513,600 ($.03 to $.05 per share).

During 1999 and 2000, 4,385,927 and 11,519,839 shares of common stock were
issued to consultants for services with an estimated value of $299,000 and
$360,709, respectively.  Also during 1999 and 2000, 380,000 and 625,000 shares
were issued to creditors in lieu of interest at an estimated value of $23,650
and $18,750, respectively.

On January 6, 2000, $390,000 of a note payable to a Bolivian consulting
engineering firm (see Note C) was converted to 13,000,000 shares of common
stock ($.03 per share).  On March 4, 2000, a $25,000 note payable to an
individual was converted to 833,333 shares of common stock ($.0268 per share).


                               F-14
<PAGE> 50

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

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

Under the Plan, in 2000, the Company issued for services rendered, 2,838,527
shares to attorneys for legal fees and 672,500 shares for services to certain
employees of its Bolivian subsidiary.

In addition, on November 3, 2000, the Board of Directors granted a retention
bonus to certain employees of its Bolivian subsidiary, consisting of a total
of 1,020,000 shares, 340,000 shares of which vest each year for three years
beginning November 1, 2001.  The estimated fair value of the stock on the
grant date was approximately $.08 per share and is recorded as deferred
compensation.  Deferred compensation is amortized over the vesting period
($8,711 in 2000).

Officer Retention Bonus
-----------------------
On November 3, 2000, the Board of Directors granted a retention bonus to an
officer of its Bolivian subsidiary, consisting of a total of 900,000 shares,
300,000 shares of which vest each year for three years beginning November 1,
2001.  The estimated fair value of the stock on the grant date was
approximately $.08 per share and is recorded as deferred compensation.
Deferred compensation is amortized over the vesting period (totals $7,333 in
2000).

Employee Stock Options and Pro Forma Stock Based Compensation
-------------------------------------------------------------
On October 20, 1998, the Company granted options, covering 25 million shares
of common stock, to two officers at an exercise price of $.16 per share until
November 1, 2001; 15 million of the options vested immediately and 10 million
vested November 1, 1999.  As of December 31, 2000, none of the options had
been exercised.

The Company has adopted SFAS No. 123, "Accounting for Stock-Based
Compensation."  In accordance with the provisions of SFAS No. 123, the Company
applies APB Opinion No. 25, "Accounting for Stock Issued to Employees," and
related interpretations in accounting for employee stock options and does not
recognize compensation expense for its stock options other than for options
granted to non-employees.  If the Company had elected to recognize
compensation expense based upon the fair value at the grant date of employee
stock options consistent with the methodology prescribed by SFAS No. 123, the
Company's net loss and loss per share would be increased as follows for the
year ended December 31, 1999 (as all options were fully vested as of November
1, 1999, there is no comparable pro forma presentation for 2000):

                               F-15
<PAGE> 51

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

            Net income (loss):
               As reported                              $ (1,774,827)
               Pro forma                                  (2,954,854)

            Net income (loss) per share of common stock
               As reported                              $       (.02)
               Pro forma                                        (.03)

For purposes of pro forma disclosures, the estimated fair value of the options
is amortized to expense over the options' vesting period.

Pro forma information regarding the fair value of stock options is determined
at the date of grant using the Black-Scholes option pricing model with the
following weighted-average assumptions for the year ended December 31, 1998:
risk free interest rates of 5%; no dividend yield, volatility factor of the
expected market price of the Company's common stock of 197%; and a
weighted-average expected life of the options of 36 months.  As there were no
option grants in 1999 or 2000 no assumptions have been provided for those
years.

The Black-Scholes valuation model was developed for use in estimating the fair
value of traded options, which have no vesting restrictions and are fully
transferable.  In addition, option valuation models require the input of
highly subjective assumptions including the expected stock price volatility.
Because the Company's employee stock options have characteristics
significantly different from those traded options, and because changes in the
subjective input assumptions can materially affect the fair value estimate, in
management's opinion, the existing models do not necessarily provide a
reliable single measure of the fair value of its employee stock options.

The pro forma amounts may not be representative of future disclosures since
the estimated fair value of stock options is amortized to expense over the
vesting period and additional options may be granted in future years.  For the
year ended December 31, 1999 and 2000 there was no significant effect of
applying the fair value method on net loss or loss per share as no options
were granted.

Note F - Related Party Transactions

From 1994 through 1999, a former officer and current major stockholder
advanced funds to the Company on an unsecured basis at 8%.  During 1999 and
2000, $6,500 and -0- were loaned the Company and $3,762 and $16,784 was
repaid, respectively.  As of December 31, 2000, $41,204 loan principal plus
accrued interest of $6,132 was outstanding.  Due its related party nature, the
loan is included in current liabilities.  In addition, as of December 31,
2000, $462,114 was owed to the former officer for salary in arrearage.

                               F-16

<PAGE> 52

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

During 1996, notes payable totaling $450,000 at an interest rate of 10.5%,
were issued to a relative of the former officer discussed above.  The notes
are unsecured but personally guaranteed by the former officer and her husband.
As of December 31, 2000 the $450,000 loan principal and accrued interest of
$246,118 was outstanding (an increase of $57,719).  Due to their related party
nature, the loan is included in current liabilities.

From 1995 through 1999, relatives of the former officer advanced funds to the
Company on an unsecured basis at 12%.  During 1999, $96,919 was loaned the
Company and $5,000 repaid.  As of December 31, 2000, $629,062 of loan
principal plus accrued interest of $139,940 was outstanding.  Due to its
related party nature the notes are included in current liabilities.

From 1997 through 1999, the Company's president advanced funds on an unsecured
basis.   In 1999, $100,333 was repaid and $39,286 was loaned the Company.
During 2000, $233,107 was advanced, resulting in net cumulative outstanding
advances to the president of as of December 31, 2000 of $261,954.  However, as
of December 31, 2000, $750,012 was also owed the president for salary in
arrearage.

During  early 1999, the Company had contracted the services of a consulting
metallurgical firm, an employee of which has now become an officer and
director of the Company, to carry out metallurgical and feasibility studies,
as well as perform laboratory and bench testing and analysis, on its Cangalli
prospect.  On March 16, 2000, the Company satisfied this indebtedness in its
entirety by issuing 2,005,800 restricted shares of common stock ($.03) to the
consulting firm.  In 2000, the Company advanced the firm $66,885.  As of
December 31, 2000, $61,954 of the advances is owed the Company.

Another relative of a former officer loaned the Company $6,000 in 2000, which
is outstanding at December 31, 2000.

Through December 31, 2000, a former officer of GEBM has outstanding loans
totaling $158,577 (as a result of equipment rentals and cash).  These loans
bear interest at 24% per annum, are unsecured, and due on demand.  (See Note G
- Litigation in Bolivia).

Note G -  Commitments and Contingencies

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

Litigation in Bolivia.
----------------------
In 1999, the former president of GEBM filed actions in the District Court of
La Paz to recover principal and interest on operating advances he had made to
the subsidiary, fees for the rental of equipment, back wages and

                               F-17
<PAGE> 53

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------

benefits.  The advances claimed have been recorded as liabilities in the
accompanying balance sheet, but the Company is defending the action and
believes it will be resolved during 2001.

Former Officer and Other Employees
----------------------------------
In June 1998, a former officer filed a lawsuit against the Company seeking
540,659 shares of common stock for compensation in 1995 and 1996 pursuant to
an employment agreement.  The Company vigorously denies the allegations and
claims the employee breached the employment agreement, including its fiduciary
and confidentiality provisions.  As a result, the Company filed a
counter-claim.  In March 2000, the action was dismissed by the court without
prejudice.  In May 2000, the action was again filed and the parties made the
same allegations and counterclaims.  The case is set for trial July 9, 2001.
The Company is committed to vigorously pursue its defense and counterclaims,
but litigation is subject to many uncertainties and the Company is unable to
predict the outcome of this matter.

In October 2000, an action was filed against the Company to enforce the terms
of a promissory note resulting from an employment contract in the District
Court for Arapahoe County, Colorado.  Plaintiff alleges that the Company
entered into a promissory note (approximate outstanding recorded amount of
$38,900) in February 1997 covering back salary owed from 1995 and 1996. The
Company answered Plaintiff's complaint denying Plaintiff's allegations and
counterclaimed that Plaintiff had breached her initial employee agreement and
had breached duties of loyalty and fiduciary duty. Furthermore, the Company
counterclaimed that Plaintiff had intentionally interfered with contractual
relations and business advantages, and had entered into a civil conspiracy
with other third parties to engage in acts intended to injure the Company.
The Company believes that it will prevail on the merits, but cannot assure
such a result since litigation is subject to many uncertainties and the
Company is unable to predict the outcome of this matter.

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 approximately $78,440.  The Company
believes the consultant did not provide the services contracted, usurped
business opportunities, and tortiously interfered with the Company.  The
consultant has filed an administrative labor action with the Bolivian Ministry
of Labor, and a civil action in the District of La Paz.  In addition, the
Company has been compelled by the consultant's actions to bring a criminal
complaint against the consultant for fraudulent use of professional
credentials and misrepresentation.  Litigation is subject to many
uncertainties and the Company is unable to predict the outcome of this matter.

                               F-18
<PAGE> 54


------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------


Obligations to Bolivian Mining Cooperative
------------------------------------------
The November 11, 1996 mining agreement with the United Cangalli Gold Mining
Cooperative, Ltd. ("UCL") provides for a gross royalty interest of 18% in gold
production to UCL and commits the Company to invest a minimum of $3 million in
the Cangalli prospect. The Company believes it has satisfied the minimum
contractual investment requirement.

Office Leases
---------------
October 7, 1999, the Company entered into a one-year lease of an office in
Draper, Utah for $1,000 per month.  Rent paid for the office during 2000 and
1999 was approximately $14,000 and $4,000, respectively.  The Company has an
option to renew the lease for an additional two-year period and is responsible
for the cost of utilities, insurance, taxes, and common area expenses.  The
Company's president has personally guaranteed payment of the lease. As of the
date of the filing of this report, the Company has not sought to renew the
lease and has instead chosen to continue on a lease term allowing for a
month-by-month basis.

July 1, 1997, the Company entered into a five-year office lease in La Paz,
Bolivia at $1,666 per month.  Rental expense paid for the office was
approximately $20,000 per annum in both 2000 and 1999.  Future minimum lease
payments for this lease are as follows:

                Year ended December 31,
                       2001                   $  19,992
                       2002                       9,996
                                              ----------
                                              $  29,988
                                              ==========

Note H - Events Subsequent to December 31, 2000 (Unaudited)

Sale of Common Stock to Accredited Investors Through Private Placements
-----------------------------------------------------------------------
From January 1, 2001 through March 1, 2001, the Company issued 6,889,095
shares of restricted common stock to accredited investors (non-affiliates)
through private placements for cash totaling $213,980  ($.031 per share).

Issuance of Convertible Debentures
-----------------------------------

On February 15, 2001 and March 1, 2001 the Company entered into convertible
Debenture Agreements with an accredited investor and current shareholder in
the amount of  $30,000 per debenture, or $60,000 in total.  The terms of the
Convertible Debenture are: a one year term; interest accruing at 10% per
annum; conversion of loan amount and any accrued interest, or any part of
those sums, at the election of the holder, to shares of common stock of the
Company; a conversion rate of  $.03 per share or one-half of the average
closing price during the last three days prior to conversion.

                               F-19

<PAGE> 55

------------------------------------------------------------------------------
Golden Eagle International, Inc.
(A Development Stage Company)
Notes to Consolidated Financial Statements
------------------------------------------------------------------------------


Issuances of Common Stock to Advisors for Services
--------------------------------------------------
From January 2001 through March 2001, the Company issued 1,537,500 shares of
common stock for advisory services.

Short-term Loan Extension
-------------------------
On February 13, 2001, the Company entered into an agreement for the issuance
of 300,000 shares of restricted common stock as consideration for the
extension of a $25,000 loan for an additional year to January 15, 2002.



                               F-20