SECURITIES AND
EXCHANGE COMMISSION Washington, D.C. 20549

# FORM 10-K

(Mark One)

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

December 31, 2004

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

Commission file number
0-23726

# GOLDEN EAGLE
INTERNATIONAL, INC.

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

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

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

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

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

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

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

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

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

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

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

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

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

---

# TABLE OF CONTENTS

# PARTI

|                                                                                    |                                                     |   
|----------------------------------------------------------------------------------- | --------------------------------------------------- | --
|ITEM 1.                                                                             | BUSINESS DEVELOPMENT                                | 5 
|(a)         General                                                                 |                                                     | 5 
|(b)          Industry Segments                                                      |                                                     | 7 
|(c)         Narrative Description of Business                                       |                                                     | 7 
|(c)(1)    Principal Products                                                        |                                                     | 7 
|(c)(2)    Status of Products and Segments                                           |                                                     | 9 
|(c)(3)    The Sources and Availability of Raw Materials                             |                                                     | 9 
|(c)(4)    Importance and duration of patents                                        |                                                     | 9 
|(c)(5)    Seasonality of  our business                                              |                                                     | 10
|(c)(6)    Our practices relating to working capital                                 |                                                     | 10
|(c)(7)    Dependence on one or a few major customers                                |                                                     | 10
|(c)(8)    Backlog orders                                                            |                                                     | 10
|(c)(9)    Portion of business subject to renegotiation                              |                                                     | 10
|(c)(10)  Competitive conditions.                                                    |                                                     | 10
|(c)(11)  Research and development expenditures.                                     |                                                     | 10
|(c)(12)  Environmental protection legislation                                       |                                                     | 10
|(c)(13)  Employees                                                                  |                                                     | 11
|(d)        Financial Information, Geographic Areas                                  |                                                     | 11
|(e)        Available information.                                                   |                                                     | 13
|(f)         Reports to Security Holders.                                            |                                                     | 13
|(g)        Enforceability of Civil Liabilities Against              Foreign Persons |                                                     | 13
|                                                                                    |                                                     |   
|                                                                                    |                                                     |   
|ITEM 2.                                                                             | PROPERTIES                                          | 13
|(a)       The Cangalli Properties                                                   |                                                     | 14
|(i)       Contract for Exploration and Mining                                       |                                                     | 14
|(ii)       Purchase of the Cangalli Properties from UCL                             |                                                     | 14
|(iii)       Production of Cangalli Mine                                             |                                                     | 14
|(iv)       Effort to Obtain Additional Production                                   |                                                     | 16
|(b)        Cangalli Gold Reserves                                                   |                                                     | 17
|(c)       The Tipuani Prospects                                                     |                                                     | 18
|(c)       The History of the Gold Mining District of Bolivia                        |                                                     | 18
|(c)       The Precambrian Properties                                                |                                                     | 18
|(f)       Buen Futuro                                                               |                                                     | 20
|(i)       Acquisitions                                                              |                                                     | 20
|(ii)       The Prospect                                                             |                                                     | 20
|(iii)       Buen Futuro Gold and Copper Reserves                                    |                                                     | 22
|(iv)        Gold Bar Mill and Plant                                                 |                                                     | 24
|(g)        Cobra Claim                                                              |                                                     | 25
|(h)       Office Leases                                                             |                                                     | 26
|                                                                                    |                                                     |   
|                                                                                    |                                                     |   
|ITEM 3.                                                                             | LEGAL PROCEEDINGS                                   | 27
|                                                                                    |                                                     |   
|ITEM 4.                                                                             | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS | 28

# PART II

|                                                        |                                                                                        |   
|------------------------------------------------------- | -------------------------------------------------------------------------------------- | --
|ITEM 5.                                                 | MARKET FOR
COMMON EQUITY AND RELATED STOCKHOLDER MATTERS                               | 28
|(a)      Market Information                             |                                                                                        | 28
|(b)      Holders                                        |                                                                                        | 29
|(c)      Dividends                                      |                                                                                        | 29
|(d)      Securities authorized for issuance             |                                                                                        | 29
|(e)      Item 701 of Regulation SK                      |                                                                                        | 30
|(f)      Item 703 of Regulation SK                      |                                                                                        | 30
|ITEM 6.                                                 | SELECTED FINANCIAL DATA                                                                | 32
|                                                        |                                                                                        |   
|ITEM 7.                                                 | MANAGEMENT'S DISCUSSION AND ANALYSIS  OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS | 32
|(a)        Liquidity and Capital Resources              |                                                                                        | 33
|(a)(1)   Continuing Working Capital Deficit             |                                                                                        | 33
|(a)(2)   Contract Obligations                           |                                                                                        | 34
|(a)(3)   Property and Equipment                         |                                                                                        | 34
|(a)(4)   Cash flow                                      |                                                                                        | 34
|(a)(5)   Capital Commitments                            |                                                                                        | 37
|(a)(6)   Off Balance Sheet Arrangements                 |                                                                                        | 37
|(b)       Results of Operations                         |                                                                                        | 37
|(b)(1)   Special Non-Cash Impact Due to Options         |                                                                                        | 40
|(c)        Plan of Operations                           |                                                                                        | 41
|(d)        Impact of Inflation and Changing Prices      |                                                                                        | 42
|(e)         Accounting Policies                         |                                                                                        | 42
|(e)(1)   Critical Accounting Policies                   |                                                                                        | 42
|(e)(2)   Effect of New Accounting Pronouncements        |                                                                                        | 43
|(f)         Risk Factors                                |                                                                                        | 44
|(f)(1)    Working Capital                               |                                                                                        | 45
|(f)(2)    Cash Shortages                                |                                                                                        | 46
|(f)(3)    Current Liabilities                           |                                                                                        | 46
|(f)(4)    Curent Liabilities and Litigation             |                                                                                        | 47
|(f)(5)    Potentially Conflicting Fiduciary Obligations |                                                                                        | 48
|(f)(6)    Activities on Our Properties                  |                                                                                        | 48
|(f)(7)    Commencement of Mining Production             |                                                                                        | 48
|(f)(8)    Volatility of Gold and Copper Prices          |                                                                                        | 48
|(f)(9)    Risk of Mining and Exploration Operations     |                                                                                        | 48
|(f)(10)  Absence of Business Combinations               |                                                                                        | 49
|(f)(11)  Independent Consultants                        |                                                                                        | 49
|(f)(12)  Foreign operations are subject to many risks   |                                                                                        | 49
|(f)(13)  Geography and Climate                          |                                                                                        | 49
|(f)(14)  Market Volatility                              |                                                                                        | 49
|(f)(15)  Independent Corporate Governance               |                                                                                        | 50
|(f)(16)  Dilution                                       |                                                                                        | 50
|(f)(17)  Dependent Upon Key Personnel                   |                                                                                        | 51
|(f)(18)  Controlled by few Officers and Directors       |                                                                                        | 51
|(f)(19)  Stock Sales                                    |                                                                                        | 51
|(f)(20)  Cash Dividends                                 |                                                                                        | 51
|(f)(21)  Provisions in Change in Control                |                                                                                        | 52
|(f)(22)  Provisions in Articles and Bylaws              |                                                                                        | 52
|(f)(23)  Forward-looking Statements                     |                                                                                        | 52
|                                                        |                                                                                        |   
|ITEM 7A.                                                | QUANTITATIVE AND QUALITATIVE  DISCLOSURE ABOUT MARKET RISK                             | 52
|                                                        |                                                                                        |   
|ITEM 8.                                                 | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA                                            | 53
|                                                        |                                                                                        |   
|ITEM 9.                                                 | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS                                          | 53
|                                                        |                                                                                        |   
|ITEM 9A.                                                | CONTROLS AND PROCEDURES                                                                | 53
|ITEM 9B.                                                | OTHER INFORMATION                                                                      | 53
|                                                        |                                                                                        |   

# PART III

|                                                                              |                                                                |    
|----------------------------------------------------------------------------- | -------------------------------------------------------------- | ---
|                                                                              |                                                                |    
|ITEM 10.   DIRECTORS AND EXECUTIVE OFFICERS
                   OF THE COMPANY |                                                                | 53 
|(a)(b)   Identification of Directors and Executive Officers                   |                                                                | 53 
|(c)       Identification of Significant Employees                             |                                                                | 54 
|(d)       Family Relationships                                                |                                                                | 548
|(e)       Business Experience                                                 |                                                                | 54 
|(f)        Involvement In Certain Legal Proceedings                           |                                                                | 57 
|(g)       Promoters and Control Persons                                       |                                                                | 58 
|(h)(i)       Audit Committee Financial Expert                                 |                                                                | 58 
|(j)        Shareholder Nomination Procedures                                  |                                                                | 58 
|(k)       Compliance with Section 16(a)                                       |                                                                | 58 
|(l)        Code of Ethics                                                     |                                                                | 58 
|                                                                              |                                                                |    
|ITEM 11.                                                                      | EXECUTIVE COMPENSATION                                         | 59 
|(a)(b)   Summary Compensation Table                                           |                                                                | 59 
|(c)        Options/SAR Granted                                                |                                                                | 60 
|(d)       Option/SAR Table                                                    |                                                                | 60 
|(e)        Long Term Incentive Plan-                                          |                                                                | 60 
|(f)        Defined Benefit or Actuarial Plan Disclosure                       |                                                                | 60 
|(g)       Compensation of Directors                                           |                                                                | 60 
|(h)       Employment Contracts                                                |                                                                | 61 
|(i)        Report on Repricing of Options/SARs                                |                                                                | 61 
|(j)        Compensation Committee                                             |                                                                | 61 
|(k)       Board Compensation Committee Report                                 |                                                                | 61 
|(l)        Performance Graph                                                  |                                                                | 62 
|                                                                              |                                                                |    
|ITEM 12.                                                                      | SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT | 65 
|(a)(b)   Security Ownership                                                   |                                                                | 65 
|(c)   Changes in Control                                                      |                                                                | 65 
|(d)   Securities Equity Compensation Plan                                     |                                                                | 65 
|                                                                              |                                                                |    
|ITEM 13.                                                                      | CERTAIN RELATIONSHIPS AND
 RELATED TRANSACTIONS                | 65 
|(a)       Cancellation of Indebtedness                                        |                                                                | 65 
|(b)       Loans to the Company from Affiliates                                |                                                                | 58 
|ITEM 14.                                                                      | PRINCIPAL ACCOUNTANTS FEES AND SERVICES                        | 67 
|                                                                              |                                                                |    

# PART IV

|ITEM 15.                                                                                                                         | EXHIBITS, FINANCIAL STATEMENT SCHEDULES
AND REPORTS ON FORM 8-K | 67           
|-------------------------------------------------------------------------------------------------------------------------------- | --------------------------------------------------------------- | -------------
|(a)      Financial Statements and Independent Auditors     
      Report                                                         |                                                                 | F-2 and F-3  
|Consolidated Balance
Sheets as of December 31,           2004, 2003 and 2002                                                     |                                                                 | F-4          
|Consolidated Statements
of Operations for the           years ended December 31, 2004, 2003 and 2002                             |                                                                 | F-5          
|Consolidated
Statements of Cash Flows for the           years ended
December 31, 2004, 2003 and 2002                             |                                                                 | F-6          
|Consolidated Statement of Stockholders'
Equity           (Deficit)for the years ended December 31, 2004,           2003 and 2002 |                                                                 | F-7          
|Notes to Consolidated Financial Statements                                                                                       |                                                                 | F-8 thru F-29
|(b)     Exhibits                                                                                                                 |                                                                 | 68           
|Signatures                                                                                                                       |                                                                 | 69           
|                                                                                                                                 |                                                                 |              

---

# PART 1

# Item 1. Business
development

# (a) General

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

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

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

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

|                          |               |      
|------------------------- | ------------- | -----
|Tipuani-Cangalli prospect |               |      
|Cangalli claims           | 5,000 acres   | Owned
|Tipuani prospect          | 44,900 acres  | Owned
|                          |               |      
|Precambrian Shield        |               |      
|Precambrian prospect      | 111,500 acres | Owned
|Buen Futuro claim         | 2,500 acres   | Owned
|Cobra claim               | 22,500 acres  | Owned

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

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

|                                                                                                                          |                                                                                                                                
|------------------------------------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------------------------------------------------------
|Commonly Used Weights in Gold Exploration                                                                                 | Conversion  into  Avoirdupois  Weights  Commonly Used in
                                                     the United States
|1 troy ounce = 31.1035 grams 
32.15 troy ounces = 1 kilogram   
32,150  troy  ounces  = 1000  kilograms  = 1 metric
tonne | 1 troy ounce = 1.097 ounces14.583 troy ounces = 16 avoirdupois ounces = 1 pound29,166 troy ounces = 1 avoirdupois ton          

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

# (b) Financial
information about industry segments

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

# (c) Narrative
description of business

# (c)(1) Principal products

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

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

# Gold

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

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

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

|                      |  |      | 
|--------------------- |  | ---- | 
|                     
|Year                  |  | High | 
|                     
|1994                  |  | $396 | 
|                     
|1995                  |  | 396  | 
|                     
|1996                  |  | 415  | 
|                     
|1997                  |  | 367  | 
|                     
|1998                  |  | 313  | 
|                     
|1999                  |  | 326  | 
|                     
|2000                  |  | 313  | 
|                     
|2001                  |  | 293  | 
|                     
|2002                  |  | 349  | 
|                     
|2003                  |  | 416  | 
|                     
|2004                  |  | 454  | 
|                     
|2005 through March 31 |  | $444 | 
|                     

Source of Data: Kitco and
Reuters.

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

# Copper

Copper Production.

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

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

|                      |  |      |    
|--------------------- |  | ---- | ---
|                     
|Year                  |  | High |    
|                     
|1994                  |  | $1   | .40
|                     
|1995                  |  | 1    | .47
|                     
|1996                  |  | 1    | .29
|                     
|1997                  |  | 1    | .23
|                     
|1998                  |  |      | .85
|                     
|1999                  |  |      | .84
|                     
|2000                  |  |      | .91
|                     
|2001                  |  |      | .83
|                     
|2002                  |  |      | .77
|                     
|2003                  |  | 1    | .05
|                     
|2004                  |  | 1    | .54
|                     
|2005 through March 31 |  | $1   | .56
|                     

Source of Data: London
Metal Exchange and COMEX

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

# Activities at our
Cangalli claims to generate production.

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

|                     |  |  |                            
|-------------------- |  |  | ---------------------------
|                    
|Years                |  |  | Production/Inventory (g/oz)
|                     |  | 
|                    
|1996-1999            |  |  | 21,000 g (675 oz)          
|                    
|2000-9/30/2002       |  |  | -0-                        
|                    
|Fourth quarter, 2002 |  |  | 43,847 g (1,410 oz)        
|                    
|First quarter, 2003  |  |  | 36,424 g (1,171 oz)        
|                    
|Second quarter, 2003 |  |  | 37,841 g (1,217 oz)        
|                    
|Third quarter, 2003  |  |  | 59,728 g (1,920 oz)        
|                    
|Fourth quarter 2003  |  |  | 39,246 g (1,262 oz)        
|                    
|First quarter, 2004  |  |  | 30,493 g (980 oz)          
|                    
|Second quarter, 2004 |  |  | 33,745 g (1,085 oz)        
|                    
|Third quarter, 2004  |  |  | 0                          
|                    
|Fourth quarter, 2004 |  |  | 0                          
|                    
|Total Production     |  |  | 302,324 g (9,720 oz)       
|                    

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

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

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

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

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

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

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

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

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

# (c)(5) Seasonality of
our business.

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

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

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

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

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

# (c)(8) Backlog orders.

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

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

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

# (c)(10) Competitive
conditions.

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

(c)(11)    
          Research and development expenditures.

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

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

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

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

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

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

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

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

# (c)(13) Employees.

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

# (d) Financial
information about geographic areas

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

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

|                                |  | 
|------------------------------- |  | 
|                               
|Bolivian Subsidiaries           |  | 
|                               
|                                |  | 
|                               
|Revenues                        |  | 
|                               
|Production costs                |  | 
|                               
|Production taxes                |  | 
|                               
|Exploration & development costs |  | 
|                               
|General and administrative      |  | 
|                               
|Depreciation and depletion      |  | 
|                               
|Impairment                      |  | 
|                               
|Operating loss                  |  | 
|                               
|Interest expense                |  | 
|                               
|Other income (loss)             |  | 
|                               
|Net (loss)                      |  | 
|                               

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

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

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

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

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

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

|                                |  | 
|------------------------------- |  | 
|                               
|US Corporate Activities         |  | 
|                               
|                                |  | 
|                               
|Revenues                        |  | 
|                               
|Production costs                |  | 
|                               
|Production taxes                |  | 
|                               
|Exploration & development costs |  | 
|                               
|General and administrative      |  | 
|                               
|Depreciation and depletion      |  | 
|                               
|Impairment                      |  | 
|                               
|Operating loss                  |  | 
|                               
|Interest expense                |  | 
|                               
|Legal Settlement                |  | 
|                               
|Other income (loss)             |  | 
|                               
|Net (loss)                      |  | 
|                               

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

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

|(2) |  | Exploration and development costs decreased on a US corporate level to $773,264
               in 2004 from $906,185 in 2003. Substantially all of the exploration and
               development costs during 2004 for our US corporate entity were directed at our
               Buen Futuro mining concession and the proposed dismantling and re-erection of
               our Gold Bar Mill and Plant on the Buen Futuro site in Bolivia. The majority of
               these costs were paid with our stock issued at market price on the date of
               grant. All stock issuances are accounted for on a corporate basis even though
               they may have been issued to consultants or employees in Bolivia. During 2004 we
               issued 9,207,623 shares of our common stock valued at $643,960 to pay
               consultants, metallurgists, geologists and contractors for exploration and
               development work on our prospects within the Precambrian Shield (which we also
               refer to herein as the Buen Futuro project). Of the stock issued,
               2,730,000 shares valued at $192,010 was for engineering work related to the
               dismantling and re-erection of the Gold Bar mill and plant on our Buen Futuro
               concession and was expensed.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | General and administrative expenses declined to $1,324,596 in 2004 from
               $2,054,779 in 2003. Included in general and administrative expenses is stock
               issued for services to consultants, and employees both in the US and in Bolivia.
               We issued 4,812,312 shares valued at $252,268 for general and administrative
               services during 2004. The decline in G&A expenses represents our ongoing
               efforts to control costs and improve the performance of the company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | As a result of FASB 144 we incurred an impairment of $912,404 on various assets
               primarily relating to our suspended Cangalli operation. This impairment included
               $322,404 of capitalized mine development costs, $470,000 on the Cangalli
               property and $120,000 on mining equipment related to Cangalli. While we still
               own and maintain this property and equipment. Its value has been impaired to a
               level equal to the present value of its future cash flows or to a level at which
               we feel it could be sold on the market.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (e) Available information.

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

# (f) Reports to security
holders.

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

(g)    
          Enforceability of civil liabilities against foreign persons.

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

# Item 2. Our properties

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

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

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

# (a) The Cangalli claims.

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

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

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

(ii)    
          Purchase of the Cangalli properties from UCL.

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

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

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

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

# (iii) Production from
our Cangalli mine

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

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

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

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

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

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

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

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

# (iv) Efforts to obtain
additional production

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

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

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

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

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

Gold reserves

|                                 |               |           |                                               |                                                        |           |                     |                                                 |          |                    
|-------------------------------- | ------------- | --------- | --------------------------------------------- | ------------------------------------------------------ | --------- | ------------------- | ----------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Open Pit | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Open Pit in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Open Pit in tonnes | g/t Gold | Troy Ounces of Gold
|Total                            | 613,000       | 0.47      | 9,226                                         | 299,000                                                | 0.47      | 4,500               | 314,000                                         | 0.47     | 4,726              
|2004 Production                  | 99,319        | .328      | 1,046                                         | 99,319                                                 | .328      | 1,046               | 0                                               | 0        | 0                  
|Remaining Gold Reserve           | 513,681       | -         | 8,180                                         | 199,681                                                | -         | 3,454               | 314,000                                         | -        | 4,726              

|                                             |               |           |                                               |                                                           |           |                     |                                                    |          |                    
|-------------------------------------------- | ------------- | --------- | --------------------------------------------- | --------------------------------------------------------- | --------- | ------------------- | -------------------------------------------------- | -------- | -------------------
|Proven and 
Probable in
Underground   
Total | Ore in
tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
only Ore in
Underground in tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable Reserve only Ore in Underground in tonnes | g/t Gold | Troy Ounces of Gold
|Total                                        | 38,000        | 3.73      | 4,574                                         | 19,000                                                    | 3.73      | 2,287               | 19,000                                             | 3.73     | 2,287              
|2004 Production                              | 10,948        | 2.90      | 1,019                                         | 10,948                                                    | 2.90      | 1,019               | 0                                                  | 0        | 0                  
|Remaining Gold Reserve                       | 27,052        | -         | 3,555                                         | 8,052                                                     | -         | 1,268               | 19,000                                             | -        | 2,287              

As used in the preceding table,

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

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

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

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

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

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

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

(b)       
          The Tipuani prospect.

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

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

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

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

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

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

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

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

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

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

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

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

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

# (d) The Precambrian
prospect.

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

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

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

# (e) Buen Futuro claim

# (i) Acquisition

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

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

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

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

| | Our
agreement to invest $1 million in exploration by November 23, 2006. Golden Eagle has
expended approximately $140,000 to date. We will only be able to meet this commitment if
we receive a significant amount of additional financing, which cannot be assured.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
agreement requires us to enter into mineral production on the Buen Futuro concession by
May 23, 2005, and to expend a minimum of $2,000,000 to initiate that production. We
believe that the acquisition of the Gold Bar mill and plant for $3,600,000 will satisfy
this investment requirement if we are able to obtain financing and begin construction. We
are negotiating with Ms. Calla de Arraya regarding granting a two-year extension of the
period in which production must commence. While we cannot guarantee that the extension
will be granted, we believe that it is probable that it will be granted since substantial
progress has been made toward placing the Buen Futuro prospect into production.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

# (ii) The prospect.

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

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

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

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

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

# (iii) Buen Futuro
reserves

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

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

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

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

Gold reserves

|                     |                     |           |                                               |                                                 |           |                     |                                                        |           |                    
|-------------------- | ------------------- | --------- | --------------------------------------------- | ----------------------------------------------- | --------- | ------------------- | ------------------------------------------------------ | --------- | -------------------
|Proven and 
Probable | Ore in
000's tonnes | g/t 
Gold | Troy Ounces
of Gold    
(proven and
probable) | Proven     
Reserve    
 Ore in
000's of tonnes | g/t 
Gold | Troy Ounces
of Gold | Probable     
Reserve    
 only Ore in
000's of tonnes | g/t 
Gold | Troy Ounces
of Gold
|Total                | 2,528               | 1.03      | 83,715                                        | 1,577                                           | 1.12      | 56,585              | 951                                                    | 0.89      | 27,328             

Copper reserves

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

As used in the preceding table,

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

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

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

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

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

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

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

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

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

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

# (iv) Gold Bar mill and
plant

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

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

|                                               |                              |           |      
|---------------------------------------------- | ---------------------------- | --------- | -----
|Selected Data from Consolidated Balance Sheets | Year ended December 31, 2004
|                                               | Actual                       | Pro forma | Notes
|                                              
|Current assets                                 |                              |           | $    
|                                              
|Property & equipment                           |                              |           |      
|                                              
|Accumulated depreciation, depletion and        |                              |           |      
|impairment                                     |                              |          
|                                              
|Total property and equipment                   |                              |           |      
|                                              
|Plant and mill                                 |                              |           |      
|                                              
|Total assets                                   |                              |           |      
|                                              
|Current liabilities                            |                              |           |      
|                                              
|Redeemable common stock (plant)                |                              |           |      
|                                              
|Legal settlement payable                       |                              |           |      
|                                              
|Other non current liabilities                  |                              |           |      
|                                              
|Total liabilities                              |                              |           |      
|                                              
|Common Stock (par value)                       |                              |           |      
|                                              
|Additional paid in capital                     |                              |           |      
|                                              
|Accumulated deficit                            |                              |           |      
|                                              
|Total stockholders' equity                     |                              |           |      
|                                              

|1. |  | This reflects the increase in property and equipment for the Gold Bar mill and
               plant, inasmuch as the pro forma financial statements assume that the
               agreement with Atlas was amended prior to December 31, 2004 to eliminate the
               option that Atlas may have to terminate the agreement. There is a corresponding
               reduction in redeemable stock payable, total liabilities.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | This reflects an increase in additional paid in capital to reflect the shares
               issued in settlement for the purchase of the Gold Bar mill and plant
               ($3,600,000) over the par value included in common stock. This also resulted in
               an increase in total stockholders equity, as well.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# (f) Cobra
claim

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

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

# (g) Office leases

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

| | During
June 2003, the Golden Eagle entered into a two- year office lease in La Paz, Bolivia at
$1,700 per month. Rental expense paid for the office was approximately $20,000 per year in
2004, 2003, and 2002. During 2004 we relocated our Bolivian headquarters to Santa Cruz,
Bolivia. During July of 2004 we reached an agreement with the landlord of our La Paz
office to vacate the property and the lease. We incurred no additional charges as a result
of the lease termination. On August 1, 2004 we entered into a lease on a smaller, 186
square meter office in La Paz for $420 per month. This lease runs through July 31, 2005.
On July 1, 2004, we also entered into a lease for a 350 square meter office in Santa Cruz,
Bolivia for $500 per month. This lease runs through June 30, 2005. Office leases are
detailed in the following table.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                    |  |  |                  
|------------------- |  |  | -----------------
|                   
|Location            |  |  | Size             
|                   
|Salt Lake City      |  |  | 2,000 square feet
|                   
|Santa Cruz, Bolivia |  |  | 350 square meters
|                   
|La Paz, Bolivia     |  |  | 186 square meters
|                   
|Total               |  |  |                  
|                   

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

# Item 3. Legal proceedings

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

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

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

|                                               |                              |           |      
|---------------------------------------------- | ---------------------------- | --------- | -----
|Selected Data from Consolidated Balance Sheets | Year ended December 31, 2004
|                                               | Actual                       | Pro forma | Notes
|                                              
|Current assets                                 |                              |           |      
|                                              
|Property & equipment                           |                              |           |      
|                                              
|Accumulated depreciation, depletion and        |                              |           |      
|impairment                                     |                              |          
|                                              
|Total property and equipment                   |                              |           |      
|                                              
|Plant and mill                                 |                              |           |      
|                                              
|Total assets                                   |                              |           |      
|                                              
|Current liabilities                            |                              |           |      
|                                              
|Redeemable common stock (plant)                |                              |           |      
|                                              
|Legal settlement payable                       |                              |           |      
|                                              
|Other non current liabilities                  |                              |           |      
|                                              
|Total liabilities                              |                              |           |      
|                                              
|Common Stock (par value)                       |                              |           |      
|                                              
|Additional paid in capital                     |                              |           |      
|                                              
|Accumulated deficit                            |                              |           |      
|                                              
|Total stockholders' equity                     |                              |           |      
|                                              

|1. |  | This reflects the reduction in liabilities for the Legal Settlement Payable,
               inasmuch as the pro forma financial statements assume that the
               obligation was paid at December 31, 2004. There is a corresponding reduction in
               total liabilities.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2. |  | This reflects an increase in common stock of $5,000 to reflect the par value of
               the 50,000,000 shares issued in the legal settlement. This resulted in an
               increase in total stockholders equity, as well.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. |  | This reflects an increase in additional paid in capital to reflect the excess of
               the value of the shares issued in settlement of the litigation ($2,045,000) over
               the par value included in common stock. This also resulted in an increase in
               total stockholders equity, as well.
|-- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|4. |  | Accumulated deficit did not change because the expense attributable to the legal
               settlement was included in our statement of operations for the year ended
               December 31, 2004 under generally accepted accounting principles.
|-- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|None |  | 
|---- |  | 

# PART II

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

# securities

# (a) Market information

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

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

| | The
OTC bulletin board is characterized by stocks with greater volatility than those quoted
on NASDAQ and other stock exchanges since many OTCBB companies (including Golden Eagle)
have little or no earnings and limited working capital. In our case, our significant
operating losses, the shut-down of our operations at our Cangalli claim, our terminated
attempt to recommence gold production in the fall of 2004, and other factors may have
added to the volatility of our shares.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Furthermore
stocks traded on the OTC bulletin board are generally penny stocks as defined
in SEC regulation, and many of the national and regional broker-dealers will not deal in
them.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Although
our average daily trading volume is 713,745 shares per day, there have been many days
during the period where volume has been very low, and other days where volume has been
very high. When volume is low, a few trades may create a significant price fluctuation.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Also,
there is a significant amount of our restricted stock overhanging the over-the-counter
market. A significant market overhang is generally a characteristic of a volatile stock.
Under SEC rules, no person may sell restricted stock into the over-the-counter market
without first complying with the requirements of Rule 144 (unless there is an effective
registration statement relating to the transaction  and Golden Eagle does not have
an effective registration statement relating to any selling shareholder transaction).
Oftentimes, shareholders wishing to lift the restriction on their restricted shares and
sell them in the market must file Form 144 with the SEC and their names appear on the
Insiders Trading List even though such persons may not be officers or
directors of Golden Eagle.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
2004 we also believe that volatility of our common stock was increased because of
manipulation by unknown parties in the form of illegal short selling. In response to the
perceived market manipulation we took steps to have our stock de-listed from the Berlin
Stock Exchange where we had been listed without our authorization. We were informed that
our shares were de-listed from the Berlin Stock Exchange on July 9, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|2003           | Low Bid | High Bid | Average Daily Volume
|-------------- | ------- | -------- | --------------------
|First Quarter  | $.170   | $.263    | 427,926 shares      
|Second Quarter | $.157   | $.185    | 316,761 shares      
|Third Quarter  | $.145   | $.235    | 678,366 shares      
|Fourth Quarter | $.145   | $.235    | 789,138 shares      
|Total 2003     | $.145   | $.263    | 553,048 shares      
|               |         |          |                     

|2004           | Low Bid | High Bid | Average Daily Volume
|-------------- | ------- | -------- | --------------------
|First Quarter  | $.155   | $.265    | 869,469 shares      
|Second Quarter | $.09    | $.18     | 581,636 shares      
|Third Quarter  | $.053   | $.104    | 625,276 shares      
|Fourth Quarter | $.037   | $.07     | 779,339 shares      
|Total 2003     | $.037   | $.265    | 713,745 shares      
|               |         |          |                     

|2005 (through April 11) | Low Bid | High Bid | Average Daily Volume
|----------------------- | ------- | -------- | --------------------
|                        | $.031   | $.07     | 660,257 shares      

# (b) Holders

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

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

# (c) Dividends

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

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

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

|                                                           |                                                                                                 |                                                                                  |                                                                                                                                               
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | -------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------
|Equity Compensation Plan Information                      
|Plan Category and Description                              | Number of Securities to be issued upon exercise of outstanding options,
warrants, and rights(a) | Weighted - average exercise price of outstanding options, warrants and rights(b) | Number of securities remaining available for future isuance under equity
 compensation plans (excluding securities reflected in column (a))(c)
|Equity compensation plans approved by security holders     | -0-                                                                                             | -0-                                                                              | -0-                                                                                                                                           
|Equity compensation plans not approved by security holders | 20,000,000                                                                                      | -0-                                                                              | -0-                                                                                                                                           
|Total                                                      | 20,000,000                                                                                      | -0-                                                                              | -0-                                                                                                                                           

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

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

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

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

|>> | Restricted
common stock issued for the purchase of equipment;
|-- | -------------------------------------------------------------

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

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

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

|o | Access
to all of our reports filed with the Securities and Exchange Commission,
|- | -------------------------------------------------------------------------------

|o | Access to our
press releases,
|- | -----------------------------

|o | Access to other financial, business and
corporate information.
|- | --------------------------------------------------------------

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

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

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

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

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

| | We
issued a total of 35,364,384 restricted common shares for cash to affiliated and
unaffiliated, accredited investors, the majority of whom were existing shareholders, at
between $.025 and $.11 per share, to raise $1,479,069.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
also issued an additional 4,812,312 shares of common stock valued at $253,268, based on
the prevailing market price of $.042 to $.177 for our shares on the date of issuance, in
exchange for services provided by accredited investors or non-U.S. person.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
issued 9,207,623 shares at prices from $.043 to .185 valued at $643,960 to consultants
for exploration and development on our Cangalli and Precambrian claims, each of whom was
an accredited investor or non-U.S. person.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
issued 30,000,000 shares of common stock at $.12 per share or $3,600,000 for the purchase
of the Gold Bar mill and plant located outside of Eureka, Nevada. The entity acquiring
these shares was an accredited investor.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
issued 13,334,484 shares of common stock at the price of $.045 per share to individuals
in exchange for accrued interest of $600,066. We also issued 10,515,649 shares at a price
of $.045 to individuals for the conversion of the principal amount of notes payable to
common stock valued at $473,204 and 1,000,000 shares at a price of $.42 as a loan renewal
fee valued at $42,000. Each of these persons was an accredited investor.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
reduced our shares outstanding by 1,742,000 for shares that were recorded in prior years
but not issued. We also reduced our share total by 1,000,000 shares as a result of the
return of shares issued to one of our directors. We reduced our share total by 30,000,000
shares as a result of the reclassification of the common stock issued for the Gold Bar
mill and plant to redeemable stock payable.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

|            |                  |               |                   |               |           
|----------- | ---------------- | ------------- | ----------------- | ------------- | ----------
|            | Number of Shares | Dollar Amount | Per share price @ | Consideration | Securities
|2004        |                  |               |                   |               |           
|1st quarter | 5,437,722        | $494,770      | $.09 to $.11      | Cash          | Common    
|            | 14,505           | 29,250        | $.177 to $.185    | Exploration   | Common    
|            |                  |               |                   |               |           
|2nd quarter | 4,943,810        | 318,200       | $.06 to $.11      | Cash          | Common    
|            | 2,022,112        | 242,632       | $.11 to $.177     | Service       | Common    
|            | 671,052          | 82,000        | $.093 to $.14     | Exploration   | Common    
|            | 30,000,000       | 3,600,000     | $.12              | Gold Bar      | Common    
|            |                  |               |                   |               |           
|3rd quarter | 3,272,857        | 123,350       | $.0325 to $.04    | Cash          | Common    
|            | 300,000          | 24,000        | $.08              | Service       | Common    
|            | 4,688,819        | 4,688,819     | $.085 to $.055    | Exploration   | Common    
|            |                  |               |                   |               |           
|4th quarter | 21,709,995       | 542,749       | $.025             | Cash          | Common    
|            | 2,790,200        | (13,364)(1)   | $.042 to $.053    | Service       | Common    
|            | 3,704,247        | 189,604       | $.042 to $.045    | Exploration   | Common    
|            | 13,334,484       | 600,066       | $.045             | Interest      | Common    
|            | 10,515,649       | 473,204       | $.045             | Debt          | Common    
|            | 1,000,000        | 42,000        | $.042             | Financing     | Common    
|            | (1,742,000)      | (174)         |                   | Not issued    | Common    
|            | (1,000,000)      | (100)         |                   | Returned      | Common    

|(1) | The service share dollar amount is negative as a result of an adjustment to
          shares expensed in a prior period but not issued.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

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

|Period             | (a) Total Number of Shares (or Units) Purchased | (b) Average Price paid per Share (or Unit) | (c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs | (d) Maximum Number (0r Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs
|------------------ | ----------------------------------------------- | ------------------------------------------ | ----------------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------------------------------------------------
|1/1/04 - 1/31/04   | 1,250,000(1)                                    | $.145                                      |                                                                                                 |                                                                                                                            
|2/1/04 - 2/29/04   |                                                 |                                            |                                                                                                 |                                                                                                                            
|3/1/04 - 3/31/04   |                                                 |                                            |                                                                                                 |                                                                                                                            
|4/1/04 - 4/3/04    |                                                 |                                            |                                                                                                 |                                                                                                                            
|5/1/04 - 5/31/04   | 20,000(2)                                       | $.12                                       |                                                                                                 |                                                                                                                            
|6/1/04 - 6/30/04   | -                                               | -                                          |                                                                                                 |                                                                                                                            
|7/1/04 - 7/31/04   | -                                               | -                                          |                                                                                                 |                                                                                                                            
|8/1/04 - 8/31/04   | -                                               | -                                          |                                                                                                 |                                                                                                                            
|9/1/04 - 9/30/04   | 445,455(3)                                      | $.055                                      | 445,455                                                                                         |                                                                                                                            
|10/1/04 - 10/31/04 | -                                               | -                                          |                                                                                                 |                                                                                                                            
|11/1/04 - 11/30/04 | 20,000(2)                                       | $.048                                      |                                                                                                 |                                                                                                                            
|12/1/04 - 12/31/04 | -                                               | -                                          |                                                                                                 |                                                                                                                            
|Total              | 1,735,455                                       | $.12                                       | 445,455                                                                                         |                                                                                                                            

|(1) |  | Max Staheli, a director, was granted 1,000,000 shares of our restricted common
               stock in November 2003, as a bonus for his three years as a member of our
               Technical Advisory Board (1997-2000), and three years as a member of our board
               of directors (2000-2003). In January 2004, Mr. Staheli was issued these shares.
               In December of 2004 Mr. Staheli returned the shares issued to him to the
               company. Tracy
Madsen our CFO was granted 250,000 shares of our restricted common stock in November 2003
as a bonus for his services during 2003. These shares were issued in January 2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Mr.
Madsen purchased these common shares on the open market at market price.
|--- |  | ----------------------------------------------------------------------------

|(3) |  | Ronald Atwood, Ph.D. was granted 445,455 shares of S-8 stock under the 2000
               Employee and Consultant Stock Compensation Plan. At the time of this issuance,
               Dr. Atwood was a consultant to the company and an accredited investor, and was
               not serving as an officer or director. Subsequent to December 31, 2004, Dr.
               Atwood was appointed as Chief Operating Officer and as a member of the Board of
               Directors.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Item 6. Selected
Financial Data.

|Selected Financial Data      
|-----------------------------
|                             
|                             
|                             
|Gold Sales                   
|                             
|Net (loss)                   
|                             
|Net (loss) per diluted share 
|                             
|Dividends per diluted share  
|                             
|Total assets                 
|                             
|Current liabilities          
|                             
|Non current liabilities      
|                             
|Stockholders equity (deficit)
|                             

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

# 

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

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

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

(a)    
          Liquidity and capital resources  2004 and 2003

# (a) (1) Continuing
working capital deficit

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

|                          |              |             
|------------------------- | ------------ | ------------
|                         
|Years Ended               | December 31,
|                          | 2004         | 2003        
|                         
|Current Assets            |              | $    186,191
|                         
|Current Liabilities       |              | 1,515,829   
|                         
|Working Capital (Deficit) |              | ($1,329,638 
|                         

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

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

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

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

Our
working capital deficit during 2004 was also affected by:

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

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

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

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

# (a)(2) Contract
obligations

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

|                                  |             |         
|--------------------------------- | ----------- | --------
|Years Ended                       | December 31
|                                  | 2004        | 2003    
|Contract payable (net of current) | -           | $300,000
|                                  |             |         
|                                  |             |         

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

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

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

# (a)(3) Property and
equipment

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

|                                                           |             |           
|---------------------------------------------------------- | ----------- | ----------
|Years Ended                                                | December 31
|                                                           | 2004        | 2003      
|Mining equipment                                           | $1,294,403  | $1,159,448
|Mine development costs                                     | 529,618     | 404,322   
|Mining properties                                          | 1,827,301   | 1,766,511 
|Other (office, vehicles and aircraft)                      | 240,600>    | 264,971   
|Accumulated   depreciation  and  depletion  and Impairment | (1,785,056) | (633,166) 
|Fixed assets net                                           | 2,106,866   | 2,962,086 
|Gold Bar mill and plant                                    | 3,600,000   | $0        

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

|Description                        | Amount capitalized | Accumulated depletion or depreciation | Impairment (2002 and 2004) | Remaining value
|---------------------------------- | ------------------ | ------------------------------------- | -------------------------- | ---------------
|                                  
|Mine development  costs (Cangalli) |                    | $   490,424                           |                            | $  83,760      
|                                  
|Property (Cangalli)                |                    | 1,054,001                             |                            | 88,906         
|                                  
|Machinery & Equipment              |                    | 1,294,403                             |                            | 520,706        
|                                  

|(1) |  | In 2004, we recorded an impairment in the amount of $322,404 and in 2002 we
               impaired mine development costs by $84,260.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | Our outside counsel has advised us that we have an 80% probability of resuming
               production within five years. As a result of the impairment, we reduced the
               carrying costs related to the mine to a fair value based on discounted expected
               cash flows from expected revenues based on our remaining reserves less carrying
               and additional development costs to bring the mine back into production.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | We impaired our mining machinery and equipment based on discounted estimated
               comparable values by $120,000.
|--- |  | --------------------------------------------------------------------------------------------------------------------------

# (a)(4) Cash
flow

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

|                                                |             |             |     
|----------------------------------------------- | ----------- | ----------- | ----
|Net cash flows                                  | December 31
|                                                | 2004        | 2003        | 2002
|                                               
|Net (Loss)                                      |             | $(5,877,951 | )   
|                                               
|Net cash flows used by operating activities     |             | (1,207,550  | )   
|                                               
|Cash flows from investing activities            |             | (346,667    | )   
|                                               
|Net cash flows provided by financing activities |             | 1,478,036   |     
|                                               
|Net increase (decrease) in cash                 |             | (76,181     | )   
|                                               
|Cash beginning of period                        |             | 127,761     |     
|                                               
|Cash end of period                              |             | 51,580      |     
|                                               

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

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

| | $995,624,
which had been owed to Frost National Bank and was due and payable on December 28, 2004,
was taken over by two trusts, which have been long-time shareholders of our stock. We no
longer have an obligation to Frost National Bank, however, in consideration for this debt
restructuring we entered into a promissory note with the trusts in the amount of $995,624
at 8.5% interest with a maturity date of December 28, 2005. We also agreed to quarterly
principal reductions of $250,000 and a loan origination fee of $10,000 payable in cash.
As of March 31, 2005 we have been unable to pay the quarterly principal payment of
$250,000 and as such we are in default of the terms of the note. We are currently
negotiating with the Trusts to extend these payments. We also issued the trusts 1,000,000
shares of restricted common stock at $.042 per share and valued at $42,000 as a note
renewal fee; and
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | we
agreed to convert notes payable to two former related parties with principal amounts due
of $473,204 and accrued interest of $600,066 into $23,850,133 shares of our restricted
common stock at the market price on the date of conversion of $.045 per share.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

# (a)(5) Capital
commitments

Our
capital commitments are set out below:

|                                    
|------------------------------------
|
|                                    
|Accounts Payable & Accrued Expenses 
|                                    
|Related Party Debt                  
|                                    
|Note Payable                        
|                                    
|Contracts Payable                   
|                                    
|Exploration & Production Buen Futuro
|                                    
|UCL Assumed Debt                    
|                                    
|Mining Claim Fees                   
|                                    
|Building Leases                     
|                                    
|Accrued Interest                    
|                                    
|Total Contractual Cash Obligations  
|                                    

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

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

# (b) Results of
operations.

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

|                                       
|---------------------------------------
|
|Consolidated                           
|                                       
|                                       
|Revenues                               
|                                       
|Production costs                       
|                                       
|Production taxes                       
|                                       
|Exploration & development costs        
|                                       
|General and administrative             
|                                       
|Non-cash stock option comp             
|                                       
|Asset impairment                       
|                                       
|Depreciation and depletion             
|                                       
|Operating (loss)                       
|                                       
|Interest expense                       
|                                       
|Gain (loss) on settlement of litigation
|                                       
|Other income (loss)                    
|                                       
|Net (loss)                             
|                                       
|Net (loss) per Share                   
|                                       
|Weighted average shares                
|                                       

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# (c) Plan of operations

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

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

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

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

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

(d)    
          Impact of inflation and changing prices

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

# (e) Accounting policies

# (e)(1) Critical
accounting policies

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

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

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

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

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

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

# (e)(2) Effect of new
accounting pronouncements

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

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

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

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

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

# (f) Risk factors
attendant to Golden Eagles operations

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

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

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

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

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

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

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

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

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

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

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

| | The
accompanying financial statements have been presented assuming we will continue as a
going concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. However, we had negative working capital of
$1,329,638 as of December 31, 2004 and we have incurred substantial losses of $42,064,914
since our inception. In addition, we temporarily ceased operations at our Cangalli mine
in 2004. We believe there is a high likelihood that we will restart operations within
five years, however, we cannot guarantee such an outcome. Even so, to restart and further
develop the Cangalli mine and to develop the Precambrian Shield prospects, we will
require significant additional financing or equity funding. Should the Company not be
able to raise sufficient funds to pay for these costs, the values of its investments in
the Cangalli and Buen Futuro projects currently amounting to an aggregate of $2,356,919
less an impairment during 2004 of $792,404, may be subject to substantial impairment in a
future period.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

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

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

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

| |  | o |  | We owe an obligation of $100,000 in connection with the June 2003 purchase of the Buen
Futuro prospect payable by March 31, 2005. We have renegotiated this payment by adding an
additional $25,000, and agreeing to pay the total of $125,000 in 10 equal payments of
$12,500 over the 10-month period commencing May 1, 2005. We will owe the sellers an
additional obligation of $100,000 not later than September 30, 2005.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | In the agreement pursuant to which we acquired the Buen Futuro prospect, we agreed to make
certain expenditures and to commence production from the Buen Futuro prospect not later
than May 31, 2005. We will not be able to meet this commitment in full as to the
commencement of production. However, it is our position that we have more than met the
expenditure requirement of $2 million by purchasing the Gold Bar mill and plant for $3.6
million. We are currently renegotiating and extending the time frame for the commencement
of production on the Buen Futuro prospect and we believe that it is probable that we will
reach an agreement. Although the contract does not set forth remedies for either the
failure to make the required payments or to meet the production obligation, the sellers of
the Buen Futuro prospect could choose to take action against Golden Eagle to recover the
prospect. However, we believe that such a possibility is unlikely due to the fact that
significant progress has been made toward putting the Buen Futuro prospect into
production.
| |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | Pursuant to the June 2004 agreement by which we acquired the Gold Bar mill and plant, we
have an obligation to remove the mill from its current location not later than June 24,
2005. We are currently renegotiating this provision with the seller to modify this
condition to allow additional time for removal of the plant. Since we do not have a
definitive agreement at this time me moved the Gold Bar mill and plant out of property and
equipment on our balance sheet and moved the $3,600,000 in equity to mezzanine section of
the balance sheet and classified it as a redeemable common stock. If we are able to reach
an agreement with the seller to modify the agreement we will again classify this plant as
property and equipment and equity.
| |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | In our renegotiation of certain indebtedness that was completed in December 2004, we
committed to pay the creditor a principal payment of $250,000 by the end of each calendar
quarter in 2005. We do not have the funds necessary to make such payment. We are currently
renegotiating this indebtedness, and believe that we will arrive at terms that are
satisfactory to the creditor and to Golden Eagle. Although the indebtedness is unsecured,
the creditor could conceivably choose to take action against us, which would result in the
expenditure of time and money and possibly result in liens against our assets. We believe,
however, that this is unlikely since such action would be counter-productive and this
creditor has been a supportive shareholder for several years.
| |  | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | o |  | We also have a significant amount of trade creditors who are owed funds by us, some of
which are significantly past due. Any such creditor could commence litigation against us,
resulting in the expenditure of time and money, and any judgment against Golden Eagle may
result in liens against our assets. Nevertheless, we believe that we have strategies for
satisfying this indebtedness and are diligently working toward solutions.
| |  | - |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

# (f)(5) Potentially
conflicting fiduciary obligations

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

# (f)(6) Activities on our
mining prospects

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

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

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

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

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

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

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

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

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

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

# (f)(10) Absence of
business combinations

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

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

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

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

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

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

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

# (f)(14) The
market for our common stock is extremely volatile both as to price and
               volume; furthermore, ourstock is considered to be a penny
               stock under SEC regulations, and such treatment imposes furtherlimitations
on the market for our shares

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

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

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

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

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

# (f)(15) Lack of
independent corporate governance

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

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

# Item 7A. Quantitative
and qualitative disclosure about market risk

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

# Item 8. Financial
statements and supplementary data

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

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

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

# Item 9A Controls and
procedures

(a)       
          Information required by Item 307

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

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

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

(b)       
          Information required by Item 308

This
disclosure is not yet required.

# Item 9B Other information

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

# PART III

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

# Act.

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

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

|Name                             | Age | Position                                                  | Term of Office 
|-------------------------------- | --- | --------------------------------------------------------- | ---------------
|Terry C. Turner
(1)              | 52  | President, Chairman and CEO                               | 2/14/97-present
|                                 |     |                                                           |                
|Ronald L. Atwood, Ph.D.          | 63  | Vice President for Development and Director               | 12/21/99-5/04  
|                                 |     |                                                           |                
|Max Staheli,MBA                  | 62  | Director, Audit Committee, Compensation Committee         | 5/8/00-present 
|                                 |     |                                                           |                
|Kevin K. Pfeffer                 | 45  | Director, Compensation Committee                          | 1/23/03-present
|                                 |     |                                                           |                
|Alvaro Riveros                   | 62  | Director                                                  | 1/5/04-present 
|                                 |     |                                                           |                
|Harlan M. (Mac) Delozier III
(2) | 61  | Administrative Vice President (Bolivia)                   | 3/1/97- present
|                                 |     |                                                           |                
|Tracy A. Madsen                  | 43  | Secretary/Treasurer/CFO/
Vice President US
Administration | 2/13/03-present

|(1) | Director,
President of Golden Eagle International, Inc. (Bolivia).
|--- | ------------------------------------------------------------------

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

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

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

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

# (c) Identification of
significant employees

We
have no significant employees other than the officers named above.

# (d) Family relationships.

No family
relationships exist among the officers and directors.

# (e) Business experience.

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

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

Ronald
L Atwood, Ph.D. was appointed to the position of Chief Operating Officer
and Director on February 14, 2005 Dr. Atwood previously served as Vice President of
Development and as a member of our board of directors from December 21, 1999 to January 5,
2004, when he resigned for health reasons that have been resolved. Dr. Atwood has been
under contract to two metallurgical consulting firms, Tio Rico, Ltd. and Redstone, Ltd.,
during the past several years when not working for Golden Eagle. He served as a member of
our Technical Advisory Board from May 1997 through December 1999. Dr. Atwood received a
B.S. in Metallurgical Engineering, and a Ph.D. in Metallurgy from the University of Utah.
He has published nine papers on various aspects of metallurgy. He holds numerous patents
in the field of extractive metallurgy. Dr. Atwood was a professor of metallurgy at
Michigan Tech (1972-74) and the University of Idaho (1974-75). Dr. Atwood has served on
the board of Newmont Exploration, as well as Chief Metallurgist for Foote Mineral
(1975-82), Director of Research for Newmont Gold (1986-87) and Newmont Metallurgical
Services (1987-89), all divisions of Newmont Mining. Dr. Atwood also served as Vice
President and a director of Bolivian Copper Chemical Company, S.A., in La Paz, Bolivia, a
private copper mining company, until his resignation from those positions in November of
2002. Dr. Atwood was awarded the Medal of Civic Merit by the Prefect (Governor) of the
State of La Paz, Bolivia, during 1997 for his work in promoting investment in the Bolivian
mining industry, and for his contribution to the progress within the La Paz state. The
Medal of Civic Merit is the highest honor that can be awarded by the state government in
Bolivia.

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

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

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

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

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

# (f) Involvement In
certain legal proceedings

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

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

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

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

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

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

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

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

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

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

As
a result of a civil action settled in 1999, Golden Eagle consented 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. None of Golden Eagles current management was
party to the settlement or is subject to the injunction.

# (g) Promoters and
control persons.

Not applicable.

(h)    
          and (i) Audit committee financial expert and Identification of Audit
          committee.

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

(j)    
          Material changes to shareholder nomination procedures.

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

# (k) Section 16(a)
beneficial ownership reporting compliance

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

Based
solely on our review of Forms 3, 4 and 5 available to Golden Eagle and, where applicable,
written representations from directors, officers and 10% stockholders that no form is
required to be filed, we believe that no director, officer or beneficial owner of more
than 10% of its common stock failed to file on a timely basis reports required pursuant to
Section 16(a) of the Exchange Act with respect to fiscal year ended December 31, 2004 with
the exception of the following:

| |  |  | o |  | Subsequent
to the year-end 2004, Ronald L Atwood, Ph.D., was appointed on February 14, 2005 as our
Chief Operating Officer and as a Director. Dr. Atwood was late in filing his Form 3.
Subsequent to the time of his appointment, and pursuant to the Boards approval of a
compensation package entitling Dr. Atwood to $10,500 in restricted stock per month, he
would have accrued unissued stock for February 2005, and was late in filing his Form 4.
| |  |  | - |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | o |  | Max
Staheli, a Director, received 1,000,000 shares in 2004 and returned those shares to
Golden Eagle within the same year, but did not report the share issuance until February
2005 on a Form 5. Mr. Staheli also received 1,500,000 shares from the Board as a bonus in
February 2005, and was late in filing a Form 4.
| |  |  | - |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

(l)    
          Code of ethics

We
adopted a Code of Ethics on March 23, 2004, meeting the requirements of Item 406 of
Regulation S-K that applies to our principal executive officer, principal financial
officer, principal accounting officer or controlling persons, or persons performing
similar functions. A copy of the Code was included as an exhibit to this annual report for
the period ending December 31, 2003. In addition, our Code of Ethics is available on our
web site at www.geii.com under the caption Investor Relations: Code of
Ethics.

We
will provide a copy of our Code of Ethics to any person, without charge, upon request, if
such request is made in writing to our CFO at our corporate offices, or by facsimile to
801-619-1747.

The
Code has not been amended since the filing.

# Item 11. Executive compensation

# (a) and (b) Summary
compensation table

The
following table sets forth information regarding compensation paid to the Chief Executive
Officer of Golden Eagle International, Inc. for the years ended December 31, 2002, 2003
and 2004. No other person who is currently an executive officer of Golden Eagle, with the
exception of our Chief Financial Officer, earned salary and bonus compensation exceeding
$100,000 during any of the last three years. The table below includes all compensation
paid to them during the years stated.

|                               |      |                     |             |                  |                                      |                       
|------------------------------ | ---- | ------------------- | ----------- | ---------------- | ------------------------------------ | ----------------------
|                              
|Long-Term Compensation        
|                              
|                               |      | Annual Compensation | Awards      |                  |                                     
|                              
|Name & Title                   | Year | Salary              | Bonus       | Restricted Stock | Securities Underlying Options & SARS | All Other Compensation
|                              
|Terry C. Turner                |      |                     |             |                  |                                      |                       
|CEO, President,                |      |                     |             |                  |                                      |                       
|Chairman                       | 2002 | $103,038 (A)        | $60,000 (A) | 0                | 25,000,000 (B)                       | 0                     
|                               | 2003 | $240,666 (A)        | $60,000 (A) | 0                | 0 (B)                                | 0                     
|                               | 2004 | $260,000 (A)        | $60,000 (A) |                  | 0                                    | $5,247 (D)            
|Tracy A. Madsen                |      |                     |             |                  |                                      |                       
|CFO, VP, Secretary & Treasurer | 2004 | $91,000             | 0           | $36,250 (C)      | 0                                    | $2,063 (D)            

|(A) |  | These bonus payments reflect non-cash debt forgiveness. At December 31, 2004,
               Mr. Turner owed Golden Eagle $456,783 in non-interest bearing loans he received
               from Golden Eagle prior to July 31, 2002; Golden Eagle also owed Mr. Turner
               $456,783 on a non-interest bearing basis as a result of salaries that accrued
               without payment during 1997 through 2001 (in excess of the $443,772 that Mr.
               Turner waived on December 31, 2001). During 2003 and 2004 Mr. Turner waived
               $36,457 and $60,000 respectively. The compensation committee has approved this
               arrangement on behalf of Golden Eagle. There has been no material modification
               of the terms of either indebtedness since the enactment of Section 402 of the
               Sarbanes-Oxley Act of 2002.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|(C) |  | On November 12, 2003, Mr. Madsen was granted a 250,000 share restricted stock
               bonus in accordance with his employment agreement. Shares were valued at $.145
               per share based on the closing price on the date of grant. Shares were issued on
               January 7, 2004.
|--- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(D) |  | In accordance with the companys long-standing policy of allowing spouses
               of the companys officers to accompany the officer on selected traveling
               assignments, we recorded an expense of $7,310 during 2004 and treated it as
               compensation to the employee.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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.

On
February 14, 2005, we announced that our Board of Directors had appointed Ronald L Atwood,
Ph.D., 63, as our Chief Operating Officer (COO) and as a member of our Board of Directors.
Dr. Atwoods appointment was effective February 10, 2005. A consulting firm that had
Dr. Atwood under contract received 2 million restricted common shares of Golden
Eagles stock to permit Dr. Atwood to work full time for Golden Eagle. We will pay
$6,000 in cash and $10,500 in restricted common stock per month for Dr. Atwoods
services, for a total compensation of $16,500 per month, or $198,000 per year. We also
agreed to issue 1 million restricted common shares to the consulting firm that has Dr.
Atwood under contract as an annual bonus at the conclusion of each year for 3 years.

Dr.       
          Atwood will not receive any additional compensation to serve as a member of our
          Board of Directors.

There
are no employment agreements with our employees other than Dr. Atwood.

(c)    
          Options/SAR granted during year ended December 31, 2004

None

(d)    
          Aggregated option/SAR exercises and fiscal year-end option/SAR value table

None

(e)    
          Long term incentive plan  awards in last fiscal year

We
have no long-term incentive plans.

(f)    
          Defined benefit or actuarial plan disclosure.

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

# (g) Compensation of
directors

We
currently have five directors on our board. Max Staheli and Kevin Pfeffer received $1,000
per month as a directors fee through May of 2004 at which time the directors fees
were suspended as a result of the shutdown of our production operations at our Cangalli
prospect.

Alvaro
Riveros received directors fees of $13,500 during 2004 reflecting additional
services he provided to the company as a consultant in Bolivia.

Terry
C. Turner is president of Golden Eagle and receives a salary for such duties as discussed
above, but received no additional compensation as a director.

Ronald
L Atwood, Ph.D. was a director of Golden Eagle until he resigned from that capacity in
January 2004 for health reasons, which have since been resolved. He continued to assist on
technical matters on a consulting basis. Dr. Atwood was again appointed to the board of
directors in February of 2005, however, he did not receive during 2004, and will not
receive in the future, compensation from the company in the form of directors fee.
He and the consulting firm that employed him will receive compensation as described above.

After
several efforts to compensate Mr. Staheli for his services since 1997 to Golden Eagle as a
member of our board of directors and our technical advisory board, we issued 1,000,000
shares to him in January 2004. He returned those shares to us in December 2004 and we
cancelled those shares and made the appropriate accounting entries.

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

(h)    
          Employment contracts and termination of employment and change-in-control
          arrangements.

We
have no employment contract with any executive officer except board-approved terms
regarding Ronald L. Atwood, Ph.D., as described above, but which have not been reduced to
writing other than in board minutes. We have no compensatory plan or arrangement with
respect to any executive officer which plan or arrangement results or will result from the
resignation, retirement or any other termination of such individuals employment with
us, or from a change in control of Golden Eagle or a change in the individuals
responsibilities following a change in control.

# (i) Report on repricing
of options/SARs

Not
applicable, as no options or SARs were repriced during the fiscal year ended December 31,
2004 or subsequently.

# (j) Additional
information with respect to compensation committee interlocks and                insider
participationon compensation decisions.

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

In
addition, there are no relationships among the members of the compensation committee and
the executives requiring disclosure under any paragraph of Item 404 of Regulation S-K
(included herein as Item 13).

(k)    
          Board compensation committee report on executive compensation.

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

I.    
          Policies Applicable to Executive Officers.

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

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

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

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

II.    
          Policies Applicable to Executive Officers.

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

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

a.    
          The CEOs creativity, flexibility and persistence in achieving goals set by
          the Board.

During
2004 under the leadership of the CEO, a key acquisition was negotiated and closed, that of
the Gold Bar mill and plant, which give the company a substantial productive asset for
potentially converting the Buen Futuro gold and copper reserves into cash flow; key staff
members were added; large amounts of company debt were converted to equity, thus improving
the balance sheet significantly; additional, mineralized properties were added to the
companys portfolio in the Precambrian properties; financing applications were made
and shepherded with international financing and development institutions; and significant
efforts were made at every level of government in Bolivia to resolve the Cangalli mine
shut down. However, the company had not yet achieved profitability as of year-end 2004. It
is principally on the basis of these considerations, that the compensation committee
recommended to the board that Mr. Turners base salary remain $260,000 per year. We
believe such compensation is economical in comparison to the compensation of CEOs of
similarly sized companies in the mining industry.

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

| |  | By: /s/ Max Staheli
Max StaheliCommittee MemberDate: December 31, 2004
| |  | ------------------------------------------------------------------------------------

| |  | By: /s/ Kevin K. Pfeffer
Kevin K. PfefferCommittee MemberDate: December 31, 2004
| |  | ----------------------------------------------------------------------------------------------

# (l) Performance graph.

# Five year stockholder
return comparison

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

On December 31, 1999, our stock
traded at $.05 per share and on December 31, 2004, our stock closed at $.042 per common
share.

# Item 12. Security
ownership of certain beneficial owners and management

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

At
December 31, 2004, and subsequently, we had only one class of outstanding voting
securities, our common stock (referred to herein as the Common Stock).

The
following table sets forth information as of March 15, 2005, with respect to the ownership
of the Common Stock for all directors, individually; all executive officers named in the
compensation table; all executive officers and directors as a group; and all beneficial
owners of more than five percent of the Common Stock.

|Name of beneficial owner                       | Shares owned beneficially (1) | Percent of class
|---------------------------------------------- | ----------------------------- | ----------------
|                                               |                               |                 
|                                               |                               |                 
|Kevin Pfeffer                                  |                               |                 
|740 Gulf Lane.                                 |                               |                 
|Pinewood, FL 33945                             |                               |                 
|                                               |                               |                 
|Betty Jane Seydler & Betty Jane Seydler Trust  |                               |                 
|C/O Hirsch & Westheimer, P.C.                  |                               |                 
|700 Louisiana, 25th Floor                      |                               |                 
|Houston, TX 77002                              |                               |                 
|                                               |                               |                 
|Ravia Seydler and Herbert M. Seydler Trust     |                               |                 
|c/o Hirsch and Westheimer, P.C.                |                               |                 
|700 Louisiana, 25th Floor                      |                               |                 
|Houston, TX 77002                              |                               |                 
|                                               |                               |                 
|Terry C. Turner                                |                               |                 
|12401 S. 450 E. Bldg. D1                       |                               |                 
|Salt Lake City, Utah 84020                     |                               |                 
|                                               |                               |                 
|Ronald L Atwood, Ph.D.                         |                               |                 
|12401 S. 450 E. Bldg. D1                       |                               |                 
|Salt Lake City, Utah 84020                     |                               |                 
|                                               |                               |                 
|Max Staheli                                    |                               |                 
|12401 S. 450 E. Bldg. D1                       |                               |                 
|Salt Lake City, Utah 84020                     |                               |                 
|                                               |                               |                 
|Harlan M. (Mac) Delozier                       |                               |                 
|12401 S. 450 E. Bldg. D1                       |                               |                 
|Salt Lake City, Utah 84020                     |                               |                 
|                                               |                               |                 
|Tracy A. Madsen                                |                               |                 
|12401 S. 450 E. Bldg. D1                       |                               |                 
|Salt Lake City, Utah 84020                     |                               |                 
|                                               |                               |                 
|Gene Geiger                                    |                               |                 
|c/o Jeff Scott, Esq. 1700 Broadway, Suite 2100 |                               |                 
|Denver, CO 80290                               |                               |                 
|                                              
|                                               |                               |                 
|All officers and directors                     |                               |                 
|as a group                                     |                               |                 
|                                              

|(1) |  | 
|--- |  | 

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

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

|(3) |  | Includes
all shares owned by the Betty Seydler Trust and shares owned directly           by Betty
Jane Seydler.
|--- |  | ---------------------------------------------------------------------------------------------------------------

|(4) |  | Mr.
Turner is the president, CEO and Chairman of the company.
|--- |  | -------------------------------------------------------------

|(5) |  | Dr.
Atwood was appointed Chief Operating officer and director during February           2005.
|--- |  | ---------------------------------------------------------------------------------------------

|(6) |  | We
announced in a Form 8-K reporting on events of December 30, 2002 that Max
               Staheli, a member of our board of directors, had received a share grant
from our                board of directors of 500,000 shares of our common, restricted
stock issuable in                2002, and 500,000 shares issuable in 2003. However,
during 2003, the Board                revised the grant of shares to Mr. Staheli,
amending the original Board                resolution, and granting to Mr. Staheli
1,000,000 shares of our restricted                common stock in November 2003, as a
bonus for his three years as a member of our                Technical Advisory Board
(1997-2000), and three years as a member of our board                of directors
(2000-2003). During January 2004, Mr. Staheli was issued the                1,000,000
shares granted to him in November of 2003. In December of 2004 Mr.                Staheli
returned the shares issued to him to the company.
|--- |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) |  | Mr.
Delozier is a Vice President of the Company.
|--- |  | ------------------------------------------------

|(8) |  | Tracy
A Madsen is our Corporate Secretary, Treasurer, CFO and Vice President of
               US operations. During 2003, he purchased 37,500 shares on private
placement,                20,000 shares on the open market and was granted 250,000 shares
as a bonus in                November 2003. Mr. Madsen purchased an additional 40,000
shares on the open                market during 2004.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(9) |  | Mr.
Geiger was issued 50,000,000 shares on February 18, 2005 in accordance with
               the settlement agreement relating to the Geiger vs. Golden Eagle
               International Inc. suit as previously described in Item 3, Legal
               Proceedings.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) |  | Changes in control
|--- |  | ------------------

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

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

See
Item 5 herein for this disclosure.

# Item 13. Certain
relationships and related transactions

# (a) Indebtedness

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

On
December 31, 2001, Mr. Turner waived $443,772 of a total accrued balance of $990,012 owed
to him, and Ms. Erickson waived her entire accrued balance of $462,114. On December 31,
2003 and 2004, Mr. Turner waived an additional $36,457 and $60,000 respectively, owed to
him.

The
total of these waivers was a reduction of $1,002,343 in liabilities on our balance sheet.
As a result of these waivers, and offsets against advances to Mr. Turner during 2002 and
previous periods, at December 31, 2004 the total sum that we owed Mr. Turner was $456,783
in accrued compensation. Our indebtedness to Mr. Turner is non-interest bearing. We did
not owe any other person accrued compensation.

Advances
to Mr. Turner. Because Golden Eagle was unable to pay him full salaries
during 1997 through the first part of 2002, we assisted Mr. Turner with certain financial
obligations and accounted for those payments as loans to him. At July 31, 2002, the total
amount due to Golden Eagle from Mr. Turner was $579,021 on a non-interest bearing basis,
and no further amounts have been advanced to him since that time (being the date of
enactment of Section 402 of the Sarbanes-Oxley Act of 2002 which prohibits personal loans
to executives or any material modification thereof). There have been no material
modifications in the terms of that loan since that date.

Repayment
of Loan and Accrued Compensation. As noted in the report of the
Compensation Committee, above, the Compensation Committee has determined that Mr. Turner
has received, and will continue to receive a $60,000 per year non-cash bonus that is used
to pay down notes he owes to us. All repayments are made with after tax dollars. Mr.
Turner in turn forgives the portion of the accrued salary that we owe to him in order to
keep the note payable and the note receivable in balance. These reductions have occurred
in 2003 and 2004, and are expected to continue until both the advances to Mr. Turner and
the unpaid salary are reduced to zero.

# (b) Loans to the company
from affiliates

In
addition, as described elsewhere in this Annual Report, Mr. Turner (our President and CEO)
and other officers have advanced funds to us for operations in Bolivia and to cover
overhead in the US. These funds had all been repaid as of December 31, 2004.

|Date | Affiliated Lender                 | Loan Amount(Repayment) | Outstanding Balance at Year
|---- | --------------------------------- | ---------------------- | ---------------------------
|2004 | Mary Erickson (1)                 | (23,204)               | $0                         
|     | Ms. Erickson's Family members (2) | (450,000)              | $0                         
|     |                                   |                        |                            
|2003 | Terry C. Turner (3)               | $(28,482)              | $0                         
|     | Mary Erickson (1)                 | (18,000)               | 23,204                     
|     | Ms. Erickson's family members (4) | (629,062)              | 450,000                    
|     | Ronald Atwood                     | (61,954)               | $0                         
|     |                                   |                        |                            

|(1) |  | During 2004 we received a legal opinion that Ms. Erickson should no longer be
               considered an affiliated person with respect to the company. In addition, during
               2004 Ms. Erickson converted the principal balance of her note in the amount of
               $23,204, and accrued interest of $2,755, to 576,881 shares of restricted common
               stock at $.45 per share.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) |  | During 2004 we received a legal opinion that Ms. Betty Jane Seydler, the last
               remaining family member of Mary Erickson to whom the company owed money, should
               no longer be considered an affiliated person with respect to the company. In
               addition, during 2004 Ms. Seydler converted the principal balance of her note to
               her note in the amount of $450,000 and accrued interest of $597,296 to
               23,273,252 shares of restricted common stock at $.45 per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) |  | The net unpaid salary owed to Mr. Turner as of the dates indicated. As described
               above, in 2001 and 2003 and 2004, respectively, Mr. Turner waived $443,772 and
               $36,457and $60,000 of the unpaid salary owed to him. With total offsets for
               advances, Mr. Turner was owed $0 at year-end 2003. Mr. Turner is paid $60,000
               per year as a cashless bonus. These funds are applied to the amount owed to us
               by Mr. Turner. As the note from Mr. Turner is paid down with the cashless bonus
               he will continue to forgive accrued salary.
|--- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) |  | A note payable in the amount of $629,062 plus accrued interest due to Ravia
               Seydler was converted to common stock at $.19 per share.
|--- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------

In
April 1997, Frost National Bank loaned us $1 million pursuant to a revolving line of
credit agreement. The loan was personally guaranteed by Mary Erickson and her corporation,
including a pledge of 13,500,000 shares of our restricted common stock owned by her
corporation. The loan was further secured by certain assets of Ms. Ericksons family
members and all of our assets. We issued a total of 20,000,000 shares of our restricted
common stock to her family members as a fee for their guarantees of the $1 million loan.

This
note would have matured on December 28, 2004, however, the Herbert Seydler Jr. Trust and
the Betty Jane Seydler Trust, both of which were guarantors of the note, agreed to pay off
the Frost note. In exchange, we agreed to enter into a $995,624 promissory note at 8%
interest with the two trusts. This note matures on December 28, 2005. We paid them a loan
origination fee of $10,000 and issued 1,000,000 shares of our restricted common stock to
them as compensation for relieving us of the obligation to the bank. We also agreed to
make quarterly principal payments of $250,000, the first payment of which was due on March
31, 2005. As a result of our cash shortages we were unable to pay this principal
reduction. We are currently negotiating with the trusts in order to reach an agreement
which would keep this note current.

# Item 14. Principal
accountants fees and services.

Our board
of directors selected the independent accounting firm of Gordon Hughes & Banks, LLP,
which selection was ratified by our independent audit committee, with respect to the audit
of our consolidated financial statements for the year ended December 31, 2004.

Audit
Fees. In connection with professional services rendered for the audit of our annual
financial statements for the years ended December 31, 2004 and 2003, and the reviews of
the financial statements included in our quarterly reports filed on Form 10-Q for those
years Gordon Hughes & Banks billed us fees in the aggregate amount of approximately
$70,000 and $51,000, respectively.

Audit
Related Fees. There were no fees billed in each of the last two fiscal years (ended
December 31, 2004 and 2003) for assurance and related services by the principal accountant
that are reasonably related to the performance of the audit or review of Golden
Eagles financial statements that are not reported under Audit Fees.

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

Tax
Fees. The aggregate fees billed in each of the last two fiscal years (ended December
31, 2004 and 2003) for professional services rendered by Gordon Hughes & Banks for tax
compliance, tax advice, and tax planning were approximately $3,520 and $3,000,
respectively. The nature of the services for which these fees were received was
preparation of tax returns.

All
Other Fees. During the fiscal years ended December 31, 2004 and 2003, there were no
other fees paid Gordon Hughes & Banks for any other auditing or accounting services.

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

|                                                |        
|----------------------------------------------- | -------
|During the fiscal year ended December 31, 2004: | $73,952
|During the fiscal year ended December 31, 2003: | $54,520

Our
board of directors has considered the information described in Financial
Information Systems Design and Implementation Fees and All Other
Fees above and believes that it is compatible with maintaining the principal
accountants independence. In each case (commencing after August 1, 2002), the board
of directors pre-approved all such services, and such services have how been ratified by
the audit committee.

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

# PART IV

# Item 15. Exhibits and
financial statement schedules

|    |                                                                                                                                          |                 
|--- | ---------------------------------------------------------------------------------------------------------------------------------------- | ----------------
|(a) | Financial statements                                                                                                                     |                 
|    | The following documents are filed a part of this report:                                                                                 | Page            
|    | Independent Auditors Report                                                                                                              | F-2 & F-3       
|    | Consolidated Balance Sheets as of December 31, 2004, 2003 and 2002                                                                       | F-4             
|    | Consolidated Statements of Operations for the years ended
                                       December 31, 2004, 2003 and 2002        | F-5             
|    | Consolidated Statements of Cash Flows for the years ended
                                       December 31, 2004 and 2003              | F-6             
|    | Consolidated Statement of Stockholders' Equity (Deficit) for
                           the years ended December 31, 2004, 2003 and 2002 | F-7             
|    | Notes to Consolidated Financial Statements                                                                                               | F-8 through F-33
|    |                                                                                                                                          |                 

| |      |                                                                                                                                                                                                                                                                                         
| | ---- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|
| | 3.1  | Articles of Incorporation, as amended (1)                                                                                                                                                                                                                                               
| | 3.2  | Certificate of Designation for the Series A Convertible Preferred Stock (5)                                                                                                                                                                                                             
| | 3.3  | Bylaws (1)                                                                                                                                                                                                                                                                              
| | 10.1 | Mineral Concession with the United Cangalli Gold Mining Cooperative, Ltd. (2)                                                                                                                                                                                                           
| | 10.2 | Contract for the Purchase of  Concessions  and Contract  Mining Rights  (translated
                           from the original Spanish) (3)                                                                                                                                           
| | 10.3 | Convertible  Debenture and Convertible  Debenture Agreement dated October 18, 2002,
                           as of February 6, 2002, executed by and between GEII and Mr. Pfeffer (4)                                                                                                 
| | 10.4 | Buen Futuro purchase  agreement  dated June 2003 executed  between GEII and Michael
                           Biste and Ms. Calla de Arraya                                                                                                                                            
| | 10.5 | Series A Convertible Preferred Stock Subscription Agreement (5)                                                                                                                                                                                                                         
| | 10.6 | Settlement and Release Agreement in Geiger v. Golden Eagle International,  Inc. and
                           Ronald A. Knittle,  Civ. No. 03CV9390  (District Court for Denver City and County),
                           dated January 5, 2005 (6)                                 
| | 10.7 | Stock Purchase Agreement in Geiger v. Golden Eagle  International,  Inc. and Ronald
                           A. Knittle,  Civ. No. 03CV9390  (District Court for Denver City and County),  dated
                           January 5, 2005 (6)                                       
| | 10.8 | Asset  Purchase  Agreement  dated  June  18,  2004,  by and  among  Atlas  Precious
                           Metals, Inc. as Seller and Golden Eagle International, Inc.  (7)                                                                                                         
| | 10.9 | Extension,  Modification  and Renewal of Promissory Note dated December 29, 2004 by
                           Golden Eagle  International Inc. and the Herbert M. Seydler Jr. Trust and the Betty
                           Jane Seydler Trust                                        
| | 14.1 | Code of Ethics                                                                                                                                                                                                                                                                          
| | 22.1 | Golden Eagle Bolivia Mining S.A., incorporated under the laws of Bolivia;
                           Eagle Mining of Bolivia, Ltd., incorporated under the laws of Bolivia
                           Golden Eagle International, Inc. (Bolivia), incorporated under the laws of Bolivia
| | 31.1 | Certification   by   the   Principal    Executive    Officer   pursuant   to   Rule
                           13a-14(a)/15d-14(a)                                                                                                                                                      
| | 31.2 | Certification   by   the   Principal    Financial    Officer   pursuant   to   Rule
                           13a-14(a)/15d-14(a)                                                                                                                                                      
| | 32.1 | Certification by the Principal Executive Officer pursuant to Section 1350                                                                                                                                                                                                               
| | 32.2 | Certification by the Principal Financial Officer pursuant to Section 1350                                                                                                                                                                                                               
| |      | (1)  Incorporated  by  reference  from our  registration  statement  on Form  10-SB that
                           became effective June 17, 1994.                                                                                                                                     
| |      | (2)  Incorporated  by  reference  from our Form 8-K  reporting  an event of December 19,
                           1996.                                                                                                                                                               
| |      | (3)  Incorporated by reference from our Form 8-K reporting an event of July 2, 2002.                                                                                                                                                                                                    
| |      | (4)  Incorporated by reference from our Form 8-K reporting an event of November 1, 2002.                                                                                                                                                                                                
| |      | (5)  Incorporated by reference from our Form 8-K reporting an event of March 10, 2005.                                                                                                                                                                                                  
| |      | (6)  Incorporated  by  reference  from our Form 8-K  reporting  an event of February 16,
                           2005.                                                                                                                                                               
| |      |                                                                                                                                                                                                                                                                                         
| |      |                                                                                                                                                                                                                                                                                         

# Signatures.

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

| |  | GOLDEN EAGLE INTERNATIONAL, INC.By: /s/ Terry C. Turner
Terry C. TurnerDirector and Principal Executive OfficerDate: April 13, 2005
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

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

| |  | GOLDEN EAGLE INTERNATIONAL, INC.By: /s/ Terry C. Turner
Terry C. TurnerDirector and Principal Executive OfficerDate: April 13, 2005
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------

| |  | By: /s/ Max Staheli
Max StaheliMBA, DirectorDate: April 13, 2005
| |  | ------------------------------------------------------------------------------

| |  | By: /s/ Kevin K. Pfeffer
Kevin K. PfefferMBA, DirectorDate: April 13, 2005
| |  | ----------------------------------------------------------------------------------------

| |  | By: /s/ Alvaro Riveros
Alvaro RiverosDirectorDate: April 13, 2005
| |  | -------------------------------------------------------------------------------

| |  | By: /s/ Tracy A. Madsen
Tracy A. MadsenMBA,  Corporate  Secretary-  Treasurer,  Principal  Financial Officer
and Principal Accounting OfficerDate: April 13, 2005
| |  | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

---

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

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

We have audited the accompanying
consolidated balance sheets of Golden Eagle International, Inc. and subsidiaries as of
December 31, 2004 and 2003, and the related consolidated statements of operations, cash
flows and changes in stockholders equity (deficit) for the years ended December 31,
2004, 2003 and 2002. These financial statements are the responsibility of the
Companys management. Our responsibility is to express an opinion on these financial
statements based on our audits. We did not audit the financial statements of Golden Eagle
Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) or Golden Eagle
International (unincorporated) 93%, 100% and 100% owned subsidiaries, respectively, which
statements reflect 25% and 63% of total consolidated assets as of December 31, 2004 and
2003, respectively. Those financial statements were audited by other auditors whose report
has been furnished to us, and our opinion, insofar as it relates to the amounts included
for Golden Eagle Bolivia Mining, S.A., Golden Eagle International, Inc. (Bolivia) and
Golden Eagle International (unincorporated) as of December 31, 2004 and 2003 and for the
three years ended December 31, 2004, 2003 and 2002 is based solely on the report of the
other auditors.

We conducted our audits in accordance
with the standards of the Public Company Accounting Oversight Board (United States). Those
standards require that we plan and perform the audits to obtain reasonable assurance about
whether the financial statements are free of material misstatement. The Company has
determined that it is not required to have, nor were we engaged to perform, an audit of
its internal control over financial reporting.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, 2004
and 2003, and the results of its operations and its cash flows for the years ended
December 31, 2004, 2003 and 2002, in conformity with accounting principles generally
accepted in the United States of America.

The accompanying consolidated
financial statements have been presented assuming that the Company will continue as a
going concern, which contemplates the realization of assets and the satisfaction of
liabilities in the normal course of business. As discussed in Note A to the financial
statements, the Company had a significant working capital (deficit) as of December 31,
2004 and has incurred substantial losses since its inception. The Company presently has no
mineral production and requires significant additional financing to satisfy its
outstanding obligations and resume and expand mining production. In addition, the
Companys ability to conduct operations remains subject to other risks, including
operating in isolated regions of Bolivia and the concentration of operations in a single
undeveloped area. Unless the Company successfully obtains suitable significant additional
financing and can resume and expand its production, there is substantial doubt about the
Companys ability to continue as a going concern. Managements plans in regard
to these matters are also discussed in Note A. The financial statements do not include any
adjustments to reflect the possible future effect on the recoverability and classification
of assets or the amounts and classification of liabilities that may result from the
outcome of this uncertainty.

Gordon,
Hughes & Banks, LLP

Greenwood Village, Colorado March 4,
2005, except for note A ,
 as to which the date is April 15, 2005

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

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

Salt Lake City, Utah

We have audited the accompanying
consolidated balance sheets of Golden Eagle Bolivia Mining S.A., Golden Eagle
International, Inc. Bolivia and Golden Eagle International as of December 31, 2004 and
2003 and the related consolidated statements of operations, cash flows and changes in
stockholders equity (deficit) for the years ended December 31, 2004, 2003 and 2002.
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 conducted our audits in accordance
with the Public Company Accounting Oversight Board (United States). 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 Bolivia Mining S.A., Golden Eagle
International, Inc. Bolivia and Golden Eagle International at December 31, 2004, and 2003
and the results of its operations, changes in stockholders equity (deficit) and its
cash flows for the years ended December 31, 2004, 2003 and 2002, in conformity with
accounting principles generally accepted in the United States of America.

POZO & ASOCIADOS
C.P.A. S.R.L. NIT. 121611023 Lic.    
          Aud. Enrique Pozo Balderrama NIT. 271218014 MAT. PROF. No CAUB  0040V

La Paz, Bolivia March 1,
2005

---

|                                                        |  | 
|------------------------------------------------------- |  | 
|                                                       
|Golden Eagle International, Inc.                        |  | 
|Consolidated Balance Sheets                             |  | 
|As of December 31, 2004 and 2003                        |  | 
|                                                       
|                                                        |  | 
|                                                       
|ASSETS                                                  |  | 
|CURRENT ASSETS                                          |  | 
|Cash                                                    |  | 
|Accounts receivable                                     |  | 
|Prepaid expenses                                        |  | 
|Inventory                                               |  | 
|                                                       
|Total current assets                                    |  | 
|                                                       
|PROPERTY AND EQUIPMENT                                  |  | 
|Mining equipment and property                           |  | 
|Mine development costs                                  |  | 
|Mineral properties                                      |  | 
|Office equipment                                        |  | 
|Vehicles and aircraft                                   |  | 
|                                                       
|                                                        |  | 
|Less accumulated depreciation, depletion and impairment |  | 
|                                                       
|Total property and equipment                            |  | 
|                                                       
|                                                        |  | 
|Plant and mill - idle                                   |  | 
|                                                       
|Total Assets                                            |  | 
|                                                       
|LIABILITIES AND STOCKHOLDERS' EQUITY                    |  | 
|                                                        |  | 
|                                                        |  | 
|CURRENT LIABILITIES                                     |  | 
|Accounts payable                                        |  | 
|Accrued expenses                                        |  | 
|Current portion of contract payable                     |  | 
|Bank loan payable                                       |  | 
|Other notes payable                                     |  | 
|Related party payable                                   |  | 
|Accrued interest payable                                |  | 
|                                                       
|Total current liabilities                               |  | 
|                                                       
|Contract payable, net of current portion                |  | 
|Redeemable common stock                                 |  | 
|Legal settlement payable in stock                       |  | 
|Services payable in stock                               |  | 
|                                                       
|Total liabilities                                       |  | 
|                                                       
|STOCKHOLDERS' EQUITY                                    |  | 
|Preferred stock, par value $.01 per share;              |  | 
|10,000,000 shares authorized, none issued               |  | 
|Common stock, par value $.0001 per share; 800,000,000   |  | 
|authorized shares;                                      |  | 
|564,361,903 and 462,869,451 issued and                  |  | 
|outstanding shares, respectively                        |  | 
|Additional paid-in capital                              |  | 
|Accumulated (deficit)                                   |  | 
|                                                       
|Total stockholders' equity                              |  | 
|                                                       
|                                                        |  | 
|                                                       

---

|                                                     |  |  |  
|---------------------------------------------------- |  |  | -
|                                                    
|Golden Eagle International, Inc.                     |  |  |  
|Consolidated Statements of Operations                |  | 
|For the Years Ended December 31, 2004, 2003 and 2002 |  | 
|                                                    
|                                                     |  |  |  
|                                                    
|REVENUES                                             |  |  | $
|                                                     |  | 
|OPERATING EXPENSES                                   |  | 
|Production                                           |  |  |  
|Production taxes                                     |  |  |  
|Exploration and development                          |  |  |  
|General and administration                           |  |  |  
|Non-cash stock option compensation                   |  |  |  
|Asset impairment                                     |  |  |  
|Depreciation and depletion                           |  |  |  
|                                                    
|Total operating expenses                             |  |  |  
|                                                    
|OPERATING (LOSS)                                     |  |  |  
|                                                    
|OTHER INCOME (EXPENSE)                               |  | 
|Interest expense                                     |  |  |  
|Gain (loss)  on settlement of litigation             |  |  |  
|Other, net                                           |  |  |  
|                                                    
|Total other income (expense)                         |  |  |  
|                                                    
|NET (LOSS)                                           |  |  | $
|                                                    
|BASIC AND DILUTED (LOSS) PER SHARE                   |  |  | $
|                                                    
|WEIGHTED AVERAGE SHARES OUTSTANDING                  |  |  |  
|                                                    

---

|                                                       |  |  |  
|------------------------------------------------------ |  |  | -
|Golden Eagle International, Inc.                       |  |  |  
|Consolidated Statements of Cash Flows                  |  | 
|For the Years Ended December 31, 2004, 2003 and 2002   |  | 
|                                                      
|                                                       |  |  |  
|                                                      
|CASH FLOWS FROM OPERATING ACTIVITIES                   |  | 
|Net (loss)                                             |  |  | $
|Adjustments to reconcile net (loss)                    |  | 
|to net cash (used) by operating activities:            |  | 
|Stock issued for services                              |  |  |  
|Services payable in stock                              |  |  |  
|Stock issued for exploration and development           |  |  |  
|Stock options compensation                             |  |  |  
|Amortization of beneficial conversion discount         |  |  |  
|Depreciation and depletion                             |  |  |  
|Loss on sale of assets                                 |  |  |  
|Write off of mine development costs                    |  |  |  
|Impairment of mine development costs                   |  |  |  
|Write off of assets                                    |  |  |  
|Stock issued for interest                              |  |  |  
|Amortization of deferred compensation                  |  |  |  
|(Gain)loss on settlement of litigation                 |  |  |  
|Changes in operating assets and liabilities            |  |  |  
|Decrease (Increase) in accounts receivable             |  |  |  
|Decrease (Increase) in prepaid expense and other costs |  |  |  
|Decrease (Increase) in inventory                       |  |  |  
|(Increase) in advanced royalties paid                  |  |  |  
|(Decrease) in accrued expenses                         |  |  |  
|(Decrease) in accounts payable                         |  |  |  
|(Decrease) in related party payable                    |  |  |  
|Increase in accrued interest payable                   |  |  |  
|                                                      
|Net cash flows (used by) operating activities          |  |  |  
|                                                      
|CASH FLOWS FROM INVESTING ACTIVITIES                   |  | 
|Investment in property and equipment                   |  |  |  
|                                                      
|CASH FLOWS FROM FINANCING ACTIVITIES                   |  | 
|Borrowings from related parties                        |  |  |  
|Repayments to related parties                          |  |  |  
|Repayments of other notes payable                      |  |  |  
|Payment of contract payable                            |  |  |  
|Proceeds from convertible debentures                   |  |  |  
|Common stock sold                                      |  |  |  
|                                                      
|Net cash flows provided by financing activities        |  |  |  
|                                                      
|NET (DECREASE) IN CASH                                 |  |  |  
|CASH - BEGINNING OF PERIOD                             |  |  |  
|                                                      
|CASH - END OF PERIOD                                   |  |  | $
|                                                      

---

|Golden Eagle International, Inc.Consolidated Statement of Changes in Stockholders' Equity (Deficit)For the Years Ended December 31, 2004, 2003 and 2002
|-------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                       
|                                                                                                                                                       
|                                                                                                                                                       
|Balance at December 31, 2001                                                                                                                           
|Issued for cash ($.03 per share)                                                                                                                       
|Issued for cash ($.03 to $.12) per share)                                                                                                              
|Issued for services ($.03 to $.275 per share)                                                                                                          
|Issued for interest ($.05 to $.135 per share)                                                                                                          
|Issued for acquisition of mining property                                                                                                              
|Issuance of stock options to related parties                                                                                                           
|Instrinsic value of debentures beneficial conversion feature                                                                                           
|Amortization of deferred compensation                                                                                                                  
|Cashless exercise of stock options by related party                                                                                                    
|Net (loss)                                                                                                                                             
|                                                                                                                                                       
|                                                                                                                                                       
|Balance at December 31, 2002                                                                                                                           
|                                                                                                                                                       
|                                                                                                                                                       
|Issued for cash ($.08 to $.15 per share)                                                                                                               
|Issued for services ($.12 to $.255 per share)                                                                                                          
|Issued for exploration and development ($.14 to $.217) per share)                                                                                      
|Issued for interest ($.235 per share)                                                                                                                  
|Issued for acquisition of mining property                                                                                                              
|Cashless exercise of stock options by related party                                                                                                    
|Conversion of debt ($.03 to $.19 per share)                                                                                                            
|Conversion of accrued interest ($.03 to $.19 per share)                                                                                                
|Amortization of deferred compensation                                                                                                                  
|Intrinsic value of debentures beneficial conversion interest                                                                                           
|Net (loss)                                                                                                                                             
|                                                                                                                                                       
|Balance at December 31, 2003                                                                                                                           
|                                                                                                                                                       
|Issued for cash ($.025 to $.11 per share)                                                                                                              
|Issued for services ($.042 to $.177) per share)                                                                                                        
|Issued for exploration and development ($.043 to $.185 per share)                                                                                      
|Issued for financing fee (.042 per share)                                                                                                              
|Issued for acquisition of gold bar and mill ($.06 to $.12 per share)                                                                                   
|Conversion of debt ($.045)                                                                                                                             
|Conversion of accrued interest ($.042 to $.045 per share)                                                                                              
|Shares recorded in prior year but not issued                                                                                                           
|Return of stock by director                                                                                                                            
|Reclassification of common stock issued for mill                                                                                                       
|Net (loss)                                                                                                                                             
|                                                                                                                                                       
|Balance at December 31, 2004                                                                                                                           
|                                                                                                                                                       

---

---

# Golden Eagle
International, Inc.

# Notes to Consolidated
Financial Statements

---

# Note A 
Organization and Business

| | Organization
and Nature of BusinessGolden
Eagle International, Inc. (the we, or Golden Eagle) was
incorporated in Colorado on July 21, 1988.  Our mining and exploration activities have been in two areas in the Republic
of Bolivia. The first area consists of the combined Cangalli and Tipuani Valley gold
properties in western Bolivia and contains our recent gold mining operations. The second
area consists of our aggregate Buen Futuro properties in the Precambrian Shield area of
eastern Bolivia. Starting in the fourth quarter 2002, we began mining gold bearing ore and
selling gold. Prior to fourth quarter 2003, we were a mining enterprise in the exploration
stage as set forth in Statement of Financial Accounting Standards, SFAS No. 7,
Accounting and Reporting by Development Stage Enterprises and Industry
Guide 7 of the Securities and Exchange Commissions Guides for the Preparation
of Registration Statements and with the Society for Mining, Metallurgy and
Explorations Guide for Reporting Exploration Information, Mineral Resources,
and Mineral Reserves dated March 1, 1999. We have proven and
probable mineral reserves for the Cangalli and Buen Futuro properties. Therefore, in
December 2003 we exited the exploration stage and ceased to present financial statements
as a development stage company under SFAS No. 7.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
June 2004, we temporarily stopped the gold mining operations at our Cangalli property
because of a dispute between the United Cangalli Gold Mining Cooperative, Ltd. (UCL),
which sold us the Cangalli property, and FENCOMIN, the Bolivian governmental regulator of
cooperatives and other Bolivian governmental regulators. The dispute between UCL and the
Bolivian government regulators involves a claim by the government that UCL is in arrears
on past contributions to the National Mining Pension Fund and that UCL had failed to
observe certain legal formalities regarding its formation and ongoing operation. We, and
our Bolivian counsel, do not believe the dispute between UCL and the Bolivian government
involves Golden Eagle. However, as a legal safeguard against a possible claim or
intervention in our mining operation, we have halted our mining activity. In addition, we
are taking legal action to clarify the governments position and to prevent any
intervention with future mining on the property. We are also asking the Bolivian Court for
a declaratory judgment definitively establishing our rights to mine the Cangalli property
without encumbrance.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Organization
of Subsidiaries and Bolivian Mining ActivitiesIn
January 1996, we organized two Bolivian corporations, Golden Eagle Bolivia Mining, S.A.
(GEBM) and Eagle Mining of Bolivia, Ltd. (EMB), to acquire mining
rights to 5,000 acres from United Cangalli Gold Mining Cooperative, Ltd.
(UCL). We own a majority interest in those companies. In 2001, Golden Eagle
formed a wholly owned Bolivian corporation, Golden Eagle International, Inc. Bolivia
(GEII Bolivia) to conduct all continuing operations in Bolivia. In 2002, we
transferred substantially all agreements, obligations, assets and mining rights in Bolivia
to GEII Bolivia. GEBM and EMB are currently inactive.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
July 2002, we acquired ownership of the Cangalli mining concessions from UCL. The purchase
price consisted of $300,000 cash, 3,944,500 shares of Golden Eagle common stock valued at
$394,450 ($.10 per share), and the assumption of $175,000 of UCL obligations maturing over
four years. During 2003, an additional 133,000 shares of common stock valued at $22,610
were issued to UCL members to satisfy additional claims.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Going
Concern ConsiderationsThe
accompanying financial statements have been presented assuming we will continue as a going
concern, which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. However, we had negative working capital of $1,329,638
as of December 31, 2004 and we have incurred substantial losses of $42,064,914 since our
inception. In addition, we temporarily ceased operations at our Cangalli mine in 2004. We
believe  that we will restart operations within five years,
however, we cannot guarantee such an outcome. Even so, to restart and further develop the
Cangalli mine and to develop the Precambrian Shield prospects, we will require significant
additional financing or equity funding. Should we not be able to raise sufficient funds to
pay for these costs, the values of our investments in the Cangalli and Buen Futuro
projects currently amounting to an aggregate of $2,356,919 less an impairment during 2004
of $792,404, may be subject to substantial impairment in a future period.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
addition, we have a $100,000 payment due on a contract payable on our Buen Futuro mining
prospect that was due March 26, 2005, which we were unable to pay. We are currently
negotiating an extension on this note and subsequent payments that will become due during
2005. We have a note payable to a Trust with quarterly payments, the first of which was
due March 31, 2005. We were also unable to  make that payment but we are attempting to
negotiate an extension on that note. However, we do not know the outcome of those
negotiations at this time. We have also incurred additional debts since December 31, 2004
and we estimate that we will need to raise approximately $10 million to develop our Buen
Futuro project prior to production under our existing business plan. As a result, there is
substantial doubt about our ability to 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.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Managements
plans to obtain additional funds, including private placements of stock, a possible
Regulation D offering, obtaining short-term loans, seeking suitable joint venture
relationships and obtaining long-term debt financing from international development
agencies for our Buen Futuro project. We have entered into an agreement for the placement
of preferred stock with a Brazilian investment group and are also in negotiations with
several international development agencies for long-term financing. However, no cash has
been received from the Brazilian group on its commitment, which was due by April 1, 2005,
plus a fifteen-day grace period, and the outcome of these matters cannot be determined at
this time.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note B  Summary of
Significant Accounting Policies

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

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

| | ReclassificationsCertain
amounts in the prior years have been reclassified to conform to the 2004 presentation.
| | ---------------------------------------------------------------------------------------------------------------

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

| | Concentration
of Credit RiskOur
cash equivalents and prepaid expenses (and trade receivables when recorded) are exposed to
concentrations of credit risk. We manage and control risk by maintaining cash with a major
financial institution. The amount on deposit may occasionally exceed the $100,000
federally insured limit. However, management believes that the financial institution is
financially sound and the risk of loss is low. Our prepaid expenses consist of value added
taxes refundable and amounts held by third parties pending settlement for purchase of
goods or services. We believe that the risk of realization is low. Current risk of any
trade receivables from sale of minerals is minimized by the short periods for which any
such receivables are outstanding.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Concentrations
and Economic VulnerabilityConcentrations
and economic vulnerability include reliance on two areas containing our mining prospects
in isolated regions of a foreign country, limited financial capacity of related parties
and/or others to continue funding operations and inability to rely on the future stability
of the local, regional and national governments in Bolivia. If we are successful in
achieving sustained, profitable commercial levels of production in Bolivia, we will need
significant quantities of mining equipment and supplies that are presently in short supply
or which may be locally unavailable. Weather may also impact mining operations and
transportation of heavy mining equipment in many regions of Bolivia. In addition, we sell
substantially all of our gold to one buyer; however, gold is marketable throughout the
world.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Cash
and Cash EquivalentsFor
the statement of cash flows, any liquid investments with a maturity of three months or
less at the time of acquisition are considered to be cash equivalents.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | In-process
inventories represent gold ore that is currently in the process of being converted to a
saleable product. The conversion process is mill in-circuit, which converts the gold ore
into gold concentrates and dore. In-process inventories are valued at the lower of average
production cost or net realizable value. As of December 31, 2004 and 2003, there was no
in-process inventory.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Gold
inventories represent processed gold concentrates, dore and ingots. Gold inventories that
are received as in-kind payments of royalties are valued at fair value on the date the
gold is transferred to us. Gold inventory that results from our mining and processing
activities is valued at the lower of average production cost or net realizable value. At
December 31, 2004, we held no gold. At December 31, 2003, we held 1,466 troy ounces of
gold inventory with a production cost basis of $318,641.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | Depreciation
totaled $150,122, $113,243 and $101,166 for the years ended December 31, 2004, 2003 and
2002, respectively.
| | ------------------------------------------------------------------------------------------------------------------------

| | Costs
associated with the acquisition and development of mining prospects are capitalized on a
property-by-property basis. Mineral exploration costs are expensed as incurred. Mine
infrastructure development costs incurred prior to establishing proven and probably
reserves are expensed. When it otherwise becomes probable that infrastructure costs will
not be recoverable, they are impaired. When it has been determined that a mineral property
can be economically developed, the costs incurred to develop such property, including
costs to further delineate the ore body and remove overburden to initially expose the ore
body, are capitalized as incurred. These costs are amortized using the units-of-production
(UOP) method over the estimated life of the ore body based on estimated
recoverable ounces of proven and probable reserves.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | To
the extent that any development costs benefit an entire mineralized property, they are
amortized over the estimated life of the property. The specific capitalized cost bases
subject to depletion are calculated on a formula based on the number of tons of ore that
are expected to be mined divided by the total tons in proven and probable reserves in the
property. Depletion for the years 2004, 2003, and 2002 was $121,814, $29,133 and $5,515,
respectively.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral
interests and propertyMineral
interests include the costs of acquired mineral rights and royalty interests in
production, development and exploration stage properties.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Production
stage mineral interests represent interests in operating properties that contain proven
and probable reserves. Development stage mineral interests represent interests in
properties under development that contain proven and probable reserves. Exploration stage
mineral interests represent interests in properties that are believed to potentially
contain mineralized material.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
royalty interest consists of a 10% gross royalty on gold production from a single shaft
mine operation, which was leased back to UCL with the purchase of the Cangalli properties.
As a result of issues that have arisen between the UCL and Bolivian governmental
regulators, the UCL is currently enjoined from mining the shaft. We have not allocated any
cost to our current royalty interest.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Mineral
interests related to mining properties in the production stage are amortized over the life
of the related property using the UOP method in order to match the amortization with the
expected underlying future cash flows. Development stage mineral interests are not
amortized until such time as the underlying property is converted to the production stage.
Exploration stage mineral interests associated with adjacent production stage property are
amortized on a straight-line basis over the period that we expect to convert, develop or
further explore the underlying properties.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Long-Lived
AssetsWe
follow Statement of Financial Standard (SFAS) No. 144, Accounting for
the Impairment and Disposal of Long-Lived Assets, which requires that long-lived
assets to be held and used be reviewed for impairment whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be recoverable. An
impairment loss would be recognized when the estimated future cash flows are less than the
carrying amount of the asset and would be calculated based on discounted cash flows.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Revenue
Recognition and Production CostsRevenue
is recognized when the price is determinable, upon delivery and transfer of title of gold
to the customer and when the collectibility of sales proceeds is assured. Production costs
of gold sold include labor and related direct and indirect costs of mine and plant
operations. Production costs are charged to operations as incurred. In September 2002, we
began mining operations at our Cangalli gold mine. In June 2004, operations were suspended
at the Cangalli gold mine due to the previously discussed issues that had arisen between
the UCL and Bolivian governmental regulators.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Reclamation
and Remediation Costs (Asset Retirement Obligations)We
have adopted SFAS No. 143, Accounting for Asset Retirement Obligations. SFAS
No. 143 addresses financial accounting and reporting for obligations associated with the
retirement of tangible long-lived assets and the associated asset retirement costs. In our
current Bolivian operations, we do not have a legal or contractual obligation for
reclamation or remediation of our mines after mining has ceased. As a result, the adoption
of SFAS No. 143 does not currently have a material impact on our financial position,
results of operations or cash flows. However, once development of our Buen Futuro property
begins, we expect to incur asset retirement obligations based on the metal extraction
methods planned.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Stock
Based CompensationWe
account for stock-based compensation using Accounting Principles Board Opinion No. 25
(APB No. 25) for employee and directors. Under APB No. 25, compensation
expense is recognized for stock options with an exercise price that is less than the
market price on the grant date of the option. For stock options granted to employees and
directors with exercise prices at or above the market value of the stock on the grant
date, we adopted the disclosure-only provisions of Accounting for Stock Based
Compensation, SFAS No. 123 as amended by SFAS No. 148, Accounting for Stock-Based
Compensation  Transition and Disclosure  an amendment of FASB Statement No.
123". For equity instruments granted to consultants, we apply fair value accounting
as prescribed by SFAS No. 123.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Had
additional compensation expense for the options granted been determined based on the fair
value at the grant date for the options, consistent with the provisions of SFAS No. 123,
our net loss and net loss per share for the years ended December 31, 2004, 2003 and 2002
would have been increased to the pro forma amounts indicated below:
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                       |              |              |              
|-------------------------------------- | ------------ | ------------ | -------------
|Net income (loss):                    
|                                       | 2004         | 2003         | 2002         
|Net (loss):                            |              |              |              
|As reported                            | $(5,877,951) | $(6,519,054) | $(12,272,389)
|Officer compensation expense           | -            | -            | (1,725,000)  
|                                       |              |              |              
|Pro forma                              | $(5,877,951) | $(6,519,054) | $(13,997,389)
|                                       |              |              |              
|Basic and diluted net (loss)per share: |              |              |              
|As reported                            | $(.01)       | $(.02)       | $(.05)       
|Pro forma                              | $(.01)       | $(.02)       | $(.06)       

| | In
2004 and 2003, no options were issued. For purposes of pro forma disclosures, the
estimated fair value of the options is amortized to expense over the options vesting
period, if any.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | Beneficial
Conversion Feature of DebenturesIn
accordance with Emerging Issues Task Force No. 98-5, Accounting for Convertible
Securities with Beneficial Conversion Features or Contingently Adjustable
Conversion Ratios, and No. 00-27, Application of Issue No. 98-5 to Certain
Convertible Instruments, we recognize the advantageous value of conversion rights
attached to convertible debt. Such rights give the debt holder the ability to convert his
debt into common stock at a price per share that is less than the trading price to the
public on the day the loan is made to us. The beneficial value is calculated as the
intrinsic value (the market price of the stock at the commitment date in excess of the
conversion rate) of the beneficial conversion feature of debentures and related accruing
interest is recorded as a discount to the related debt and an addition to additional paid
in capital. The discount is amortized over the remaining outstanding period of related
debt using the interest method. By December 31, 2003, all debenture holders had exercised
the conversion provision of their securities and converted outstanding principal and
interest in the amount of $5,368,312 into 142,435,310 restricted common shares of Golden
Eagle stock. As of December 31, 2004, there were no debentures or accrued interest on
debentures outstanding.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | Statement
of Cash Flows Information and Supplemental Non-Cash Financing ActivitiesDuring
2004, 2003 and 2002, we paid cash for interest of $79,188, $58,331 and $53,137
respectively. Non-cash investing and financing transactions during the periods consist of
the following:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                            |                  
|----------------------------------------------------------- | -----------------
|2004                                                        |                  
|Accrued interest converted to stock                         | $        600,066 
|Principal amount of notes converted to stock                | 473,204          
|Stock issued for mill and plant                             | 3,600,000        
|Refinance of debt                                           | 995,800          
|                                                            |                  
|2003                                                        |                  
|Beneficial conversion interest added to equity              | $         337,186
|Accrued interest converted to stock                         | 902,925          
|Principal amount of debentures and notes converted to stock | 4,465,387        
|Stock issued for mineral prospect                           | 97,610           
|                                                            |                  
|2002                                                        |                  
|Beneficial conversion interest added to equity              | $       1,777,336
|Accrued interest converted to debt                          | 232,830          
|Liabilities assumed on acquisition of mineral prospect      | 175,000          
|Common stock issued to acquire mineral prospect             | 394,450          
|Cashless exercise of stock options                          | 2,281,189        



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

| | Comprehensive
IncomeThere
are no adjustments necessary to the net loss as presented in the accompanying statement of
operations or statement of stockholders equity to derive comprehensive income in
accordance with SFAS No. 130, Reporting Comprehensive Income.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

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

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

# Note C  Mineral
Interests and Mining Assets

| | Our
mine development costs and mineral interests are presented on the balance sheet with the
total of related depletion and impairment aggregated for mining and equipment assets. An
analysis of our mining properties follows:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                  |      |           |   |          
|------------------------------------------------- | ---- | --------- | - | ---------
|                                                  | 2004 | 2003     
|                                                  |      |           |   |          
|Mine development costs                            | $    | 529,618   | $ | 404,322  
|Mineral interests (see below)                     |      | 1,827,301 |   | 1,766,511
|Total mineral interests and development costs     |      | 2,356,919 |   | 2,170,833
|Less:accumulated impairment of development costs  |      | (322,404) |   | -        
|Less: accumulated impairment of mineral interests |      | (470,000) |   | -        
|Less: accumulated depletion                       |      | (184,443) |   | (54,605) 
|                                                  |     
|Net                                               | $    | 1,380,072 | $ | 2,116,228
|                                                  |     
|                                                  |      |           |   |          
|Our mining equipment consists of the following:   |      |           |   |          
|                                                  |      |           |   |          
|                                                  | 2004 | 2003     
|                                                  |     
|Machinery and equipment                           | $    | 1,182,030 | $ | 1,064,771
|Replacement materials and parts                   |      | 101,461   |   | 84,048   
|Tools                                             |      | 10,912    |   | 10,629   
|                                                  |     
|Total mining equipment                            |      | 1,294,403 |   | 1,159,448
|Less: accumlated depreciation                     |      | (520,706) |   | (426,303)
|Less: accumulated impairment                      |      | (120,000) |   | -        
|                                                  |     
|Net                                               | $    | 653,697   | $ | 733,145  
|                                                  |     
|                                                  |      |           |   |          

| | Our Cangalli mine costs of infrastructure development costs and the processing plant as follows:
| | ------------------------------------------------------------------------------------------------

|                                         |                   |        |        
|---------------------------------------- | ----------------- | ------ | -------
|                                         | 2004              | 2003  
|                                         |                  
|Mine development costs                   | $         529,618 | $      | 404,322
|Processing plant and land                | 84,604            | 66,114
|Less: accumulated impairment & depletion | (529,618)         | -     
|                                         |                  
|Net                                      | $         84,604  | $      | 470,436
|                                         |                  

| | Mine
development costs consist primarily of the block caving, TPS and mine infrastructure
costs. These costs were being amortized as depletion expense based on the ratio of tons of
ore mined divided by estimated tons of ore accessible by currently developed mine
infrastructure.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
2004, we recorded an impairment in the amount of $322,404 in mine development costs and
$470,000 of mineral interests relating to the temporary cessation of operations at our
Cangalli mine. Our outside Bolivian counsel has advised us that we have an 80% probability
of resuming production within five years. As a result of the impairment, we reduced the
carrying costs related to the mine to a fair value based on discounted expected cash flows
from expected revenues based on our remaining reserves less carrying and additional
development costs to bring the mine back into production. In addition, we impaired our
mining machinery and equipment based on discounted estimated comparable values by
$120,000. The 2002 impairment of $88,010 was based on an appraisal on mining equipment.
Total impairment charge was $912,404, $-0- and $88, 010 for the years ended December 31,
2004, 2003 and 2002, respectively
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
mineral interests consist of the following specific properties:
| | -------------------------------------------------------------------

|                                                   |      |           |  |      |          
|-------------------------------------------------- | ---- | --------- |  | ---- | ---------
|                                                   | 2004 |           |  | 2003
|                                                   |      |           |  |      |          
|Precambrian mineral interests                      | $    | 736,500   |  | $    | 725,000  
|Cangalli mineral interests                         |      | 1,090,801 |  |      | 1,041,511
|                                                   |     
|Total                                              | $    | 1,857,301 |  | $    | 1,766,511
|                                                   |     
|                                                   |      |           |  |      |          
|Our mineral interests are in the following stages: |      |           |  |      |          
|                                                   |      |           |  |      |          
|                                                   | 2004 |           |  | 2003
|                                                   |     
|Mineral interest:                                  |      |           |  |      |          
|Production stage                                   | $    | 5,549     |  | $    | 4,877    
|Development stage                                  |      | 87,041    |  |      | 76,500   
|Exploration stage                                  |      | 1,734,711 |  |      | 1,685,134
|                                                   |     
|Total                                              | $    | 1,827,301 |  | $    | 1,766,511
|                                                   |     

| | Our
mineral interests adjacent to the Cangalli mine have been subject to amortization. The
amortization was $72,703 in 2004 and $12,477 in 2003 based on the allocated value of
$876,867 amortizable over 34 years, the originally expected development life.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

|                                     |  |         
|------------------------------------ |  | --------
|Cash                                 |  | $300,000
|Obligations assumed and payable over |  |         
|approximately four years             |  | 175,000 
|Prior contract payments              |  | 70,000  
|Common stock issued                  |  | 417,047 
|                                     |  |         
|Total                                |  | $962,047
|                                     |  |         

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

|                                 |  |         
|-------------------------------- |  | --------
|Cash paid                        |  | $50,000 
|Contract payable in cash         |  | 200,000 
|Common stock issued              |  | 75,000  
|Contract payable in common stock |  | 100,000 
|                                 |  |         
|Total                            |  | $425,000
|                                 |  |         

| | The
Buen Futuro property consists of 2,500 acres and contains proven and probable reserves of
gold and copper. We have paid cash of $50,000 and stock valued at $75,000 through 2004. We
are obligated to pay $100,000 in cash and $25,000 in stock on March 31, 2005 and $100,000
in cash and $75,000 in common stock due on September 30, 2005. We extended our March 31,
2005 obligation by agreeing with the seller to add an additional $25,000 to our payment
obligation, creating a total obligation of $125,000, payable in 10 equal monthly payments
of $12,500 beginning May 1, 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
amounts of cash and common stock due on Cangalli and Buen Futuro as of December 31, 2004
are as follows:
| | ------------------------------------------------------------------------------------------------------------

|      |  |         
|----- |  | --------
|2005  |  | $300,000
|2006  |  | 77,359  
|      |  |         
|Total |  | $377,359
|      |  |         

| | In
June 2004 we acquired the Gold Bar mill and plant, currently non-operating, to be shipped to Bolivia and used to
process gold and copper ore at the Buen Futuro prospect. We exchanged 30,000,000 shares of
common stock for the mill and valued the transaction at $3.6 million based on the trading
price of the stock on the day of closing. Our engineers estimate that dismantling,
shipping and re-erecting the plant at Buen Futuro will cost approximately $3.5 million.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note D  Loans and
Notes Payable

| | We
have debt obligations outstanding at December 31, 2004 and 2003 as follows:
| | ------------------------------------------------------------------------------

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |             |   |            
|----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------- | ---- | ----------- | - | -----------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 2004 | 2003       
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |     
|Bank  note  payable,  interest  at  prime  plus 3%.
           Interest  due  monthly  until  June 29,  2004  when
           principal and unpaid  interest are due.  Secured by
           certain  assets of relatives  of a former  officer,
           and 13.5  million  shares of  Company  stock of the
           former  officer.  We were  relieved  of the debt by
           the  Seydler  Trusts,  the  guarantor,  in  full in
           December 2004. | $    | -           | $ | 995,800    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |            
|Note payable to the Seydler Trusts, interest at 8%
           per annum, payable monthly, unsecured by us but
           guaranteed with our stock owned by certain outside
           shareholders, quarterly principal reductions of
           $250,000 beginning March 31, 2005, until paid in
           full.   The note is currently in default.                                                                                                                 |      | 995,624     |   | -          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |            
|Note  payable  to a relative  of a former  officer,
           interest at 10.5%,  unsecured,  originally due June
           30,  2003,  personally  guaranteed  by  the  former
           officer  and  spouse,  note  and  accrued  interest
           converted to our common stock in December 2004.                                                                                                                                                             |      |             | - | 450,000    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |            
|Loan from a former employee and director,  interest
           at 8%,  unsecured,  due on  demand.  This  note and
           accrued  interest was converted to our common stock
           during December 2004.                                                                                                                                                                                                                                                      |      |             | - | 23,204     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |            
|Interest   bearing   payable  to  an  officer   and
           director of ours,  secured by our aircraft  located
           in Bolivia, 12% interest per annum, due on demand.                                                                                                                                                                                                                                                                                        |      | 23,967      |   | -          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |     
|Total Loans and Notes                                                                                                                                                                                                                                                                                                                                                                                                                                                   |      | 1,019,591   |   | 1,469,004  
|Less: Current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                |      | (1,019,591) |   | (1,469,004)
|Non-current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                  | $    | -           | $ | -          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |     
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                        |      |             |   |            

| | Our
officers made various other short-term loans with weighted average interest rates of 15%
per annum. Amounts loaned and repaid during 2004 amounted to $167,000. These notes all
have a $-0- balance as of December 31, 2004.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 31, 2005 we had a principal payment of $250,000 come due on a note to the Seydler
Trusts. We were unable to make that payment and are in default. We are in the process of
renegotiating that principal payment with these Trusts, but we cannot assure that they
will accept our new proposed terms and conditions.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note E  Income
Taxes

| | We
have not recorded an income tax provision for 2004, 2003 or 2002 due to continued net
operating losses.
| | ----------------------------------------------------------------------------------------------------------

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

|                                                   |   |             |   |             |   |            
|-------------------------------------------------- | - | ----------- | - | ----------- | - | -----------
|                                                   |   | 2004        |   | 2003        |   | 2002       
|Income tax (benefit) at the federal statutory rate | $ | (1,999,000) | $ | (2,200,000) | $ | (4,173,000)
|State income taxes, net of federal benefits        |   | (133,000)   |   | (261,000)   |   | (48,000)   
|(Deductible) nondeductible expenses                |   | 322,000     |   | (709,000)   |   | 3,540,000  
|Non-U.S. taxes                                     |   | 306,000     |   | 239,000     |   | 134,000    
|Effect of net operating loss                       |   | 1,504,000   |   | 2,931,000   |   | 547,000    
|                                                   |  
|Net                                                | $ | -           | $ | -           | $ | -          
|                                                   |  

| | Deferred tax assets and liabilities are as follows:
| | ---------------------------------------------------

|                    |   |             |   |             |   |            
|------------------- | - | ----------- | - | ----------- | - | -----------
|                    |   | 2004        |   | 2003        |   | 2002       
|Deferred tax asset: |   |             |   |             |   |            
|Net operating loss  | $ | 3,929,500   | $ | 4,821,000   | $ | 2,129,000  
|Valuation allowance |   | (3,929,500) |   | (4,821,000) |   | (2,129,000)
|                    |  
|Net                 | $ | -           | $ | -           | $ | -          
|                    |  

| | The change in the deferred tax asset valuation allowance as of December 31, 2004 is as follows:
| | -----------------------------------------------------------------------------------------------

|                              |   |             |   |             |   |            
|----------------------------- | - | ----------- | - | ----------- | - | -----------
|Valuation allowance:          |   | 2004        |   | 2003        |   | 2002       
|Beginning valuation allowance | $ | (4,821,000) | $ | (2,129,000) | $ | (1,630,000)
|Change in allowance           |   | 892,000     |   | (2,692,000) |   | (499,000)  
|                              |  
|Ending valuation allowance    | $ | (3,929,500) | $ | (4,821,000) | $ | (2,129,000)
|                              |  

| | The
valuation allowance has been established due to the uncertainty of future taxable income,
which is necessary to realize the benefits of the net operating loss (NOL)
carry forward. We had NOLs of approximately $11.6 million, $7.5 million and $6.3 million
at December 31, 2004, 2003 and 2002, respectively, which expire in 2006 through 2024.
These NOLs are subject to annual utilization limitations due to prior ownership changes.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note F 
Stockholders Equity

| | Preferred
StockOur
articles of incorporation authorize the issuance of up to 10,000,000 shares of preferred
stock. In 2005, we designated 3,500,000 shares stock as non-voting Series A convertible
preferred stock. Dividends accrue at 8% per year. Preferred shares and accrued interest
are convertible into common stock at the rate that is contingent upon the future trading
price of common shares. We may redeem at its election after December 31, 2006 any or all
of the Series A preferred shares at $1.00 per share. No preferred shares have been issued.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

| | During
2004, 35,364,384 shares of common stock were sold to various individuals in a private
placement at prices ranging from $.025 to $.11 per share for total proceeds of $1,479,069.
During 2004, 4,812,312 shares of common stock were granted to various individuals for
services valued at the publicly traded stock prices on the day of grant ranging from $.042
to $.177 for total value of $253,268. During 2004, 9,207,623 shares of common stock were
granted to various individuals and companies for mineral exploration and development
services valued at the publicly traded stock prices on the day of grant ranging from $.043
to $.185 for total value of $643,960. During 2004, we issued 13,334,484 shares of common
stock at a price of $.045 per share to individuals in exchange for accrued interest of
$600,066 and issued 10,515,649 shares at $.045 to individuals for the conversion of notes
payable to common stock valued at $473,204. We also issued 1,000,000 shares at a price of
$.042 as a loan renewal fee valued at $42,000. During, 2004, we issued 30,000,000 shares
at a price of $.12 per share for a total of $3,600,000 for the acquisition of the Gold Bar
mill and plant located outside of Eureka, Nevada which we anticipate we will move to our
Buen Futuro claim in Bolivia. Since the stock is currently redeemable in exchange for the
return of the mill, the value of the stock has been reclassified outside of the
stockholders equity until the redemption feature is extinguished. The stock issued
remains validly outstanding. We are currently negotiating with the seller of the mill to
eliminate this redeemable feature. During 2004, we recorded a reduction of shares that had
been recorded as services in error in prior years but never issued. During 2004, an
officer voluntarily returned shares that had been recorded as expense in 2003.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | On
August 9, 2004 we filed an S-8 registration statement with the SEC to issue up to 20
million shares at the direction of the Board of Directors 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.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

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

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

| | No
options were granted, exercised or outstanding during 2004. A summary of the options
granted to purchase common stock and other changes in options during the years ended
December 31, 2003 and 2002 are presented below:
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                                                                                  |                   |                             
|--------------------------------------------------------------------------------- | ----------------- | ----------------------------
|December 31,                                                                      | 2003             
|                                                                                 
|                                                                                  | Number of Options | Weighted Avg. Exercise price
|                                                                                  |                  
|Outstanding at beginning of year                                                  | 20,543,477        | .075                        
|Granted                                                                           | -                 | -                           
|Cancelled                                                                         | -                 | -                           
|Exercised                                                                         | 20,543,477        | .075                        
|                                                                                  |                  
|Outstanding at year end                                                           | -                 | -                           
|                                                                                  |                  
|Weighted Avg. value of Options granted                                            | 20,543,477        | .075                        
|                                                                                  |                  
|Weighted Average remaining contractual life of options outstanding as of year end | N/A               | N/A                         
|                                                                                  |                  
|                                                                                  |                   |                             

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

| | Assumptions used in valuing the stock options are as follows:
| | -------------------------------------------------------------

|                                |      |          
|------------------------------- | ---- | ---------
|                               
|For the year ended December 31, | 2003 | 2002     
|                               
|Expected dividend yield         | -    | -        
|Expected price volatility       | -    | 354%     
|Risk-free interest rate         | -    | 5.0%     
|Expected life of options        | -    | 12 months
|                               

| | Total
amounts expensed to compensation for the issuance of options were $-0-, $-0- and
$7,393,189 for the years ended December 31, 2004, 2003 and 2002, respectively.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note G  Related
Party Transactions

| | From
1994 through 1999, a former officer and current major stockholder advanced funds to us on
an unsecured basis at 8%. On December 31, 2004, this individual agreed to convert all
outstanding principal of $23,304 and accrued interest of $2,755 to common stock at $.045
per share that was the closing market price on the day the stock was purchased in the form
of a private placement for 576,881 shares.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
1996, notes payable totaling $450,000 at an interest rate of 101⁄2%, were issued to a
relative of a former officer. The notes were unsecured but personally guaranteed by the
former officer and spouse. On December 31, 2004, this individual agreed to convert all
outstanding principal of $450,000 and accrued interest of $597,296 to 23,273,252 shares of
common stock at $.045 per share, which was the closing market price on that day.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

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

| | From
1997 through July 31, 2002, we made cumulative unsecured net advances to our president. As
of December 31, 2004, the outstanding balance of these advances totaled $456,783. However,
as of December 31, 2004, we also owed the president $456,783 of unpaid salary. Both
amounts have been reduced by offsetting amounts, which the president has recognized as
compensation, at $60,000 each year in a cashless bonus. Additionally, in 2001 the
president had forgiven $443,772 in compensation that was due to him. Additionally, during
2003 and 2004 the president forgave $36,457 and $60,000 respectively.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
2003, we purchased the Buen Futuro property from a relative of our consultant and reserve
estimation geologist.
| | ------------------------------------------------------------------------------------------------------------------

| | Due
to the fact that our officers are called upon to be away from home for relatively long
periods of time due to the distances between our head offices in the U.S. and our work
areas in Bolivia, we developed a long-standing policy of allowing spouses of our officers
to accompany the officer on selected traveling assignments., We recorded a compensation
expense for this travel of $7,300 during 2004.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note H 
Commitments and Contingencies

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



| | Litigation in BoliviaLitigation
in Bolivia against a former employee was resolved in 2002 in our favor. We had accrued a
contingent liability of $275,804 and recorded that amount as other income during 2002.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | Litigation
in USDuring
2004, we became party to a lawsuit filed in the District Court for the City and County of
Denver, Colorado, entitled: Geiger v. Golden Eagle International, Inc. and Ronald A.
Knittle, Civ. No. 03CV9390. The subject matter of that suit involved stock
transactions that took place at the end of 1995 and the beginning of 1996, which were
authorized by Ronald A. Knittle, a former officer and director.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 2, 2004, we filed a Motion to Dismiss plaintiffs complaint. Two out of three
of plaintiffs causes of action were dismissed at that time. Subsequently, the Court
granted the plaintiffs Motion to Amend the Complaint and allowed plaintiff to add
two additional causes of action, increasing Golden Eagles potential exposure in the
lawsuit.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
order to avoid further litigation, we settled the suit with the plaintiff on January 5,
2005. Subsequently, we issued 50 million shares of our restricted common stock to the
plaintiff. In 2004, we recorded the value of the stock on the day of settlement,
$2,050,000, as a liability and expense.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Office
LeasesOn October 30, 2002, we entered a one-year lease of an office in Draper,
Utah for $1,920 per month. Since November 2003 we have leased the offices on
month-to-month basis and no new lease has been executed. Rent paid for the office during
2004, 2003 and 2002 was $22,733, $22,574, and approximately $14,000 respectively. On
January 1, 2005 we entered into a six-month lease for the Draper office at $1,920 per
month.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
June 2003, we entered into a two-year office lease in La Paz, Bolivia at $1,700 per month.
Rental expense paid for the office was approximately $20,000 per year in 2004, 2003, and
2002. During 2004 we relocated our Bolivian headquarters to Santa Cruz. On August 1, 2004
we entered into a new lease in La Paz for $420 per month. This lease runs through July 31,
2005. On July 1, 2004, we also entered into a lease for an office in Santa Cruz, Bolivia
for $500 per month. This lease runs through June 30, 2005.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Our
leases are summarized as follows:
| | -------------------------------------

|Location            | Size              | Monthly Rent | Lease Expiration
|------------------- | ----------------- | ------------ | ----------------
|Salt Lake City, UT  | 2,000 square feet | $1,920       | June 30, 2005   
|Santa Cruz, Bolivia | 350 square meters | 500          | June 30, 2005   
|La Paz, Bolivia     | 186 square meters | 420          | July 31, 2005   
|                    |                   |              |                 
|                    |                   | $2,840       |                 
|                    |                   |              |                 
|                    |                   |              |                 



| | Other
CommitmentsUnder
our agreement with the seller of Buen Futuro, Golden Eagle has agreed to maintain an
exploration program to replace mineral reserves as they are depleted through mining for as
long as the potential for feasible mineral reserves continues on the ore deposits found
within the Buen Futuro concession. To date, Golden Eagle has also agreed to invest $1
million in exploration of Buen Futuro by 2006.November 23, 2006. Golden Eagle has expended
approximately $140,000under the agreement. Also in the agreement,
Golden Eagle has committed to commence mineral production on the Buen Futuro concession by
May 23, 2005, and to expend a minimum of $2,000,000 to initiate that production. The
purchase of the Gold Bar mill and plant during 2004, which was recorded in the amount of
$3,600,000, satisfies this commitment, if and when we ultimately commence production at
Buen Futuro.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | In
order to relocate the Gold Bar mill and plant to Buen Futuro and to develop Buen Futuro to
the point it can begin production, we estimate we will need to raise and spend
approximately $10,000,000 As part of those costs, we entered into an agreement with
Western States Engineering to provide engineering services relating to the dismantling,
shipping and re-erection of the Gold Bar mill and plant on our Buen Futuro concession in
Bolivia. Employees of Western States agreed to accept 5 million shares of Golden
Eagles common stock registered pursuant to Regulation S-8 under the Securities Act
of 1933 and in accordance with the Golden Eagle International Inc. 2004 Employee and
Consultants Stock Compensation Plan. As of December 31, 2004, we had issued 2,730,000
shares under this to engineers as part of this agreement. The value of these shares of
$192,010 was expensed as development costs. Western States estimated that approximately
50% of its work had been completed as of December 31, 2004. An additional 2,270,000 shares
under this agreement will be issued during 2005.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We
plan to return Cangalli to full production if possible and we estimate the cost will
approximate $300,000.
| | -------------------------------------------------------------------------------------------------------------

| | Should
we not be able to raise sufficient funds to pay for these costs, the values of our
investments in the Cangalli and Buen Futuro projects currently amounting to an aggregate
of 2,356,919, less an impairment during 2004 of $792,404, may be subject to substantial
impairment in a future period.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note I  Subsequent
Events (Unaudited)



| | Private
Placements Subsequent to Year-End We
sold private placements of common stock during the first quarter of 2005 to five
accredited investors. Through March 16, 2005, we received $123,500 in private placement
proceeds in exchange for 4,940,000 shares of restricted common stock ($.025 per share). In
addition,in 2005, we issued 4,383,947 shares of common stock to 13 individuals as compensation for
work for 2004 services valued at $182,003. Of this amount, 2,900,000 shares or $113,100 was recorded as
a liability and expense in 2004. The shares were valued at the closing market price of our
stock on the date of grant.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
March 10, 2005, we entered into an agreement to issue up to 3,500,000 shares of our Series
A Convertible Preferred Stock to one accredited investor, Polion do Brasil, S.A.
(Polion), a Brazilian investment group. Pursuant to the terms of the
subscription agreement, Polion agreed to purchase 3,500,000 shares of Series A Convertible
Preferred Stock for a price of $1.00 per share, of which not less than $350,000 per month
will be invested on or before the first day of each month commencing April 1, 2005, with a
grace period of fifteen (15) days thereafter. We have not yet received any investment from
Polion and we have not yet issued any shares.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | There
is no penalty for Polion failing to make the first investment. Thereafter, if Polion fails
to make any subsequent investment it may lose the right to make any further investment.
The conversion terms for the series A Stock will vary based on the trading price of the
common stock.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Subsequent
to December 31, 2004, we have received short-term loans from existing officers, directors
and shareholders totaling $190,000 to cover operating expenses.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note J  Quarterly
Data (Unaudited)

| | The
following is a summary of selected quarterly financial information for 2004.
| | --------------------------------------------------------------------------------

|                                       |                    |             |               |             
|-------------------------------------- | ------------------ | ----------- | ------------- | ------------
|                                       | 2004              
|                                       | Three Months Ended
|                                       | March 31,          | June 30,    | September 30, | December 31,
|Revenue                                | $367,971           | $533,015    | $228,037      | $193,034    
|Operating (loss)                       | (526,288)          | (450,136)   | (951,929)     | (1,676,623) 
|Net (loss)                             | (570,011)          | (495,169)   | (999,936)     | (3,812,835) 
|Basic and diluted net (loss) per share | (.00)              | (.001)      | (.002)        | (.01)       
|Weighted average shares outstanding    | 465,752,440        | 477,224,426 | 510,186,591   | 523,068,999 
|Closing price of common stock          | $.155              | $.100       | $.075         | $.042       

|                                       |                    |             |               |             
|-------------------------------------- | ------------------ | ----------- | ------------- | ------------
|                                       | 2003              
|                                       | Three Months Ended
|                                       | March 31,          | June 30,    | September 30, | December 31,
|Revenue                                | $137,196           | $226,740    | $631,325      | $310,729    
|Operating (loss)                       | (987,350)          | (1,112,593) | (596,218)     | (968,241)   
|Net (loss)                             | (1,575,826)        | (1,726,849) | (1,714,727)   | (1,500,753) 
|Basic and diluted net (loss) per share | (.006)             | (.006)      | (.005)        | (.004)      
|Weighted average shares outstanding    | 260,126,841        | 295,417,961 | 311,949,369   | 330,118,355 
|Closing price of common stock          | $.182              | $.160       | $.187         | $.210