# UNITED STATES 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 OR
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934 for the Fiscal Year Ended December 31, 2009.

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

Colorado (State or other jurisdiction of incorporation or organization)

|                         |                                     
|------------------------ | ------------------------------------
|0-23726                  | 84-1116515                          
|(Commission File Number) | (I.R.S. Employer Identification No.)

9661 South 700 East,
 Salt Lake City, Utah 84070        (Address
of principal executive offices) (Zip Code)

(801) 619-9320         (Registrant's
telephone number, including zip code)

Securities registered pursuant to
Section 12(b) of the Exchange Act:
                                                      (None)

Securities registered pursuant to
Section 12(g) of the Exchange Act:
                                                        [X]

Indicate by check mark if the
registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
Yes [ ]          No [X]

Indicate by check mark if the
registrant is not required to file reports pursuant to Section 13 or Section 13(d) of the
Act. Yes [ ]           No [X]

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

Indicate by check mark if disclosure
of delinquent filers pursuant to Item 405 of Regulation S-K is not contained in this
form, and will not be contained, to the best of registrant's knowledge, in definitive
proxy or information statements incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. To the best of registrants' knowledge, there are no
disclosures of delinquent filers required in response to Item 405 of Regulation S-K. Yes
[X]         No [ ]

Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or
a smaller reporting company. See the definitions of "large accelerated filer",
"accelerated filer" and "small reporting company" in Rule 12b-2 of the Exchange Act.
(Check one): 

 Large accelerated filer [ ]   Accelerated filer [ ]   Non-accelerated filer [ ] Smaller reporting company [X]

1

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
Yes [ ]          No [X]

As of June 30, 2009, the aggregate market value of the voting and nonvoting common equity held by
non-affiliates of Golden Eagle International, Inc. was approximately $1,435,265. This estimate is based
on the last sale price per share of $.0008 on June 30, 2009, on the OTCBB, and 1,794,081 shares
outstanding and (3,588,162  after giving effect to the 1-for-500 reverse split discussed herein)
estimated to be held by non-affiliates.

The number of shares of the registrant's $.0001 par value common stock outstanding as of April 27, 2010
was 1,975,050,944 (3,950,102 after giving effect to the 1-for-500 reverse split discussed herein).

2

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|                  |                                                                                                              |             
|----------------- | ------------------------------------------------------------------------------------------------------------ | ------------
|                  |                                                                                                              |             
|Table of Contents
|                  |                                                                                                              | Page No.    
|PART I           
|                  |                                                                                                              |             
|Item 1.           | Business                                                                                                     | 4           
|Item 1A.          | Risk Factors                                                                                                 | 13          
|Item 2.           | Properties                                                                                                   | 18          
|Item 3.           | Legal Proceedings                                                                                            | 20          
|Item 4.           | Reserved                                                                                                     | 22          
|                  |                                                                                                              |             
|PART II          
|                  |                                                                                                              |             
|Item 5.           | Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities | 22          
|Item 6.           | Selected Consolidated Financial Data                                                                         | 28          
|Item 7.           | Management's Discussion and Analysis of Financial Condition and Results of Operation                         | 28          
|Item 7A.          | Quantitative and Qualitative Disclosures About Market Risk                                                   | 39          
|Item 8.           | Financial Statements and Supplementary Data                                                                  | 40          
|Item 9.           | Changes in and Disagreements with Accountants on Accounting and Financial Disclosure                         | 40          
|Item 9A.          | Controls and Procedures                                                                                      | 40          
|Item 9B.          | Other Information                                                                                            | 41          
|                  |                                                                                                              |             
|PART III         
|                  |                                                                                                              |             
|Item 10.          | Directors, Executive Officers and Corporate Governance                                                       | 42          
|Item 11.          | Executive Compensation                                                                                       | 47          
|Item 12.          | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters               | 54          
|Item 13.          | Certain Relationships and Related Transactions, and Director Independence                                    | 58          
|Item 14.          | Principal Accountant Fees and Services                                                                       | 60          
|                  |                                                                                                              |             
|PART IV          
|                  |                                                                                                              |             
|Item 15.          | Exhibits, Financial Statement Schedules                                                                      | (F-1)-(F-33)
|                  | Signatures                                                                                                   | 63          

3

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# PART I.

# Forward-Looking
Statements

Because
we want to provide you with more meaningful and useful information, this Annual Report on
Form 10-K contains certain forward-looking statements (as such term is defined
in Section 21E of the Securities Exchange Act of 1934, as amended). These statements
reflect our current expectations regarding our possible future results of operations,
performance, and achievements. These forward-looking statements are made pursuant to the
safe harbor provisions of the Private Securities Litigation Reform Act of 1995,
regulations of the Securities and Exchange Commission, and common law.

Wherever
possible, we have tried to identify these forward-looking statements by using words such
as anticipate, believe, estimate, expect,
plan, intend, and similar expressions. These statements reflect
our current beliefs and are based on information currently available to us. Accordingly,
these statements are subject to certain risks, uncertainties, and contingencies, including
those set forth under the heading Risk Factors, which could cause our actual
results, performance, or achievements to differ materially from those expressed in, or
implied by, such statements. Readers are cautioned that forward-looking statements are not
guarantees of future performance and that actual results or developments may differ
materially from those expressed or implied in the forward-looking statements.

The
Company is under no duty to update any of these forward-looking statements after the date
of this report. You should not place undue reliance on these forward-looking statements.

# Item 1. Business

# General; Business
Overview

Throughout
this Annual Report on Form 10-K Golden Eagle International, Inc. is referred to as
we, our, us, the Company and Golden
Eagle.

We
were formed as a Colorado corporation on July 21, 1988 as Beneficial Capital Financial
Services Corp. On February 2, 1995, we changed our name to Golden Eagle International,
Inc. Our subsidiaries are:

4

|                                                                         |                                     |                                                                                                                                                                                                                                                                                               
|------------------------------------------------------------------------ | ----------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Name (percent ownership)                                                 | Jurisdiction (date) of Organization | Description of Activities                                                                                                                                                                                                                                                                     
|Golden Eagle International, Inc.
Bolivia ("Golden Eagle Bolivia")
(100%) | Bolivia (2001)                      | This subsidiary holds all concession-mining rights granted by the Bolivian government as described below
in more detail. This subsidiary is also the owner of all of our assets in Bolivia.
Control of this subsidiary was transferred to an unaffiliated Swiss Corporation on March 10, 2010.
|                                                                         |                                     |                                                                                                                                                                                                                                                                                               

Our
corporate headquarters are in Salt Lake City, Utah.

A. Bolivia

Previously
our operations were primarily focused on minerals exploration and mining and milling
operations in Bolivia through our Bolivian-based wholly-owned subsidiary, Golden Eagle
International, Inc. (Bolivia). However, in late we suspended these operations, and in
March 2010 transferred control of our Bolivian assets and operations to an unaffiliated
third party. We expect to transfer ownership of those assets and operations during the
second quarter of 2010, although there can be no assurance that we will be able to
complete the transactions with the purchaser.

As
of December 31, 2009 we owned the following gold mills:

|              |                               
|------------- | ------------------------------
|Mill          | Location                      
|Gold Bar Mill | Eureka, Nevada                
|C Zone Mill   | Ascension de Guarayos, Bolivia

As the C Zone Mill is a part of our
Bolivian assets, control of that asset was transferred in March 2010 and we may be
transferring ownership of that mill in the near future.

As
of December 31, 2009, we owned the following mineral prospects in Bolivia:

|Precambrian Shield Properties |              
|----------------------------- | -------------
|Initial Precambrian claims    | 111,500 acres
|Buen Futuro claim             | 2,500 acres  
|Cobra claim                   | 22,500 acres 

On March 1, 2009, we elected to reduce our mining concessions in the Precambrian
Shield in eastern Bolivia from 136,500 acres to 42,731 acres. We retained the Buen Futuro
claims containing the A Zone on which we had generated the most drill and other sampling
data, as well as the Gran Serpiente claims (out of the Precambrian prospect claims) on
which the C Zone gold mill and mine are located. We also retained the Cobra claims on the
northern end of the Ascension Gold-Copper Trend.

Effective
March 10, 2010, we transferred control of our Bolivian operations to an unaffiliated Swiss
corporation by granting that Swiss corporation a power of attorney. The Swiss corporation
has paid $112,000 to the Bolivian authorities as claims fees to maintain our concessions
in eastern Bolivia. The Swiss corporation has also paid us $50,000, and has further paid
approximately $53,000 (out of its obligation of $100,000) to satisfy certain of our
obligations in Bolivia.

Upon
transfer of ownership of the properties to the Swiss corporation which is expected to
occur in the second quarter of 2010 (if it should occur, of which there can be no
assurance), the Swiss corporation is required to pay an additional $100,000 of our
obligations to Bolivian creditors (for a total of $200,000); to assume certain Golden
Eagle obligations in Bolivia in an estimated amount of $170,000; and to pay Golden Eagle a
3% net smelter return on all minerals produced from the properties of up to $3 million.
The net smelter return will be on a quarterly basis if and when mineral production is
achieved from the mining concessions owned by the Bolivian subsidiary.

5

We
cannot offer any assurance that the Swiss corporation will fulfill its remaining payment
obligations to us with respect to our Bolivian assets and operations. If we are unable to
complete the sale of these assets and operations we will continue to hold them and explore
other alternatives with respect them. However, if we are unable to complete the sale of
these assets during 2010 we do not expect to engage in active exploration or mining
operations in Bolivia and it is likely that the concessions will expire in March 2011 as
we do not intend to pay the 2011 claims fees.

Although
our Bolivian assets and operations were once the primary focus of the Company, starting in
late 2008 we have focused our operations primarily within the United States and, as noted
above, in March 2009 reduced significantly our land holdings in Bolivia. We considered a
number of factors when evaluating our options with respect to our Bolivian operations,
including:

|o | The
re-election of Bolivia's president who has been inimical to U.S. investment in Bolivia
and the current and continuing                   negative political and social
environment relative to U.S. companies;
|- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | The
Bolivian tax structure for mining companies that Golden Eagle believes would serve to
limit the ability of its Bolivian                   operations to become profitable;
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | The
current Bolivian administration's apparent commitment to enact a new mining law that
creates a degree of uncertainty in                   the mining sector;
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Golden
Eagle's continuing difficulties in meeting its obligations in Bolivia and in the United
States due to its significant                   working capital shortages and operating
losses, including the likely loss of its mining claims due to Golden Eagle's
                  inability to pay the fees that were due on March 1, 2010; and
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Golden
Eagle's need to focus its limited resources to more fully realize the potential of our
4,000 tpd Gold Bar gold mill,                   to seek out other mining and milling
opportunities that may enhance our shareholders' value, and to continue seeking
                  recovery of just compensation from our litigation with Yukon-Nevada
Gold Corp. regarding its breach of our operating                   contract for the
Jerritt Canyon gold mill north of Elko, Nevada.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Based
in large part on the above factors, the Company believed it was in the Companys best
interests to sell its Bolivian assets operations and continue focusing the Companys
efforts and resources on its operations and assets within the United States. As a result,
effective March 10, 2010 we transferred control of all of our Bolivian assets and
operations, and hopes to transfer ownership of those assets during the second quarter of
2010 (of which there can be no assurance).

6

B.U.S. Assets and
Operations

Starting
in our third quarter of 2008 through June 10, 2009 we were engaged in contract gold
milling operations in the state of Nevada. In October 2008 we entered into an agreement
with Queenstake Resources USA, Inc. (Queenstake USA), a wholly-owned
subsidiary of Queenstake Resources Ltd. and Yukon-Nevada Gold Corp., to operate the
Jerritt Canyon gold mill located 50 miles north of Elko, Nevada (the Jerritt Canyon
Mill). However, on June 10, 2009 Queenstake USA notified us that it believed that
the agreement was terminated. We are currently engaged in litigation with Queenstake USA
in the Fourth District Court for Elko County, Nevada in an attempt to enforce our
contractual rights and to obtain damages. As appropriate, and subject to our financial
resources, we intend to continue to devote time and resources to the on-going litigation
with Queenstake USA.

Going
forward we expect to focus our operations primarily within the United States. Currently,
and as further described in this report, we own a gold mill (the Gold Bar
Mill) in Nevada and are exploring and evaluating various options with respect to
that mill. The Gold Bar Mill has not operated for more than the past ten years (including
the Companys period of ownership since 2004).

# Business Development;
Plan of Operations

A. U.S. Operations and
Assets

The Jerritt Canyon Gold
Mill

At
the present time we are not engaged in any business operations with respect to the Jerritt
Canyon Gold Mill, although we continue to believe that we have a contractual right to be
engaged in those operations and have brought litigation in an effort to assert our rights
as we interpret them to be. This litigation is further described below.

As
part of our program of diversification into north-central Nevada, on October 14, 2008 we
entered into a Mill Operating Agreement (the Queenstake Agreement) with
Queenstake USA, to operate the 4,000 ton-per-day (tpd) Jerritt Canyon CIL gold mill
located 50 miles north of Elko, Nevada. The Jerritt Canyon Mill shut down in August 2008
due to certain mechanical and labor issues, and in September 2008, pursuant to a verbal
agreement with Queenstake USA, we undertook the maintenance and environmental regulatory
compliance operations at the Jerritt Canyon Mill with the aim of bringing it back on-line
in full operation.

Through
March 25, 2009 we had several full-time employees on-site at the Jerritt Canyon Mill,
including our Chief Operating Officer, Blane W. Wilson, as well as a number of part-time
employees. On March 25, 2009, the Nevada Division of Environmental Protection authorized
the restart of operations at the Jerritt Canyon Mill. At that time, in reliance on
Queenstake USAs representations and actions that it intended to restart milling
operations, we began hiring additional personnel. As of June 10, 2009 we had 90 employees
working for us at the Jerritt Canyon Mill.

7

Queenstake
USA funded all costs of the maintenance and regulatory environmental compliance operations
prior to the recommencement of operations at the Jerritt Canyon Mill. Additionally,
pursuant to the Queenstake Agreement, Queenstake USA was obligated to pay us an
administrative fee equal to 20% of those costs. However, due to the unexpected length of
time involved in getting the Jerritt Canyon Mill back into operation, and in solidarity
with Queenstake USA, we agreed to accept an 8% administrative fee on operational costs and
to defer the balance of the 20% fee until the mill commenced full processing operations.
We have accrued the 12% difference on our financial statements as an accounts receivable,
however it is unclear when or if we will ever collect all or part of that receivable,
although collection of that receivable is one of the focuses of the litigation. From March
25, 2009, through the alleged termination of the Queenstake Agreement on June 10, 2009, we
continued to operate under the belief that we were due the full 20% administrative fee for
the period until milling operations recommenced at the Jerritt Canyon Mill.

In
accordance with the Queenstake Agreement, once the Jerritt Canyon Mill was in full
operation, we were to be the mill operator for a term of 5 years, which was renewable at
the option of Queenstake USA for an additional 5-year term. We were entitled to a fee of
8% of all operator costs, as well as a percentage fee or profit share of 20% of the net
profits from operations. Furthermore, we were also to receive a $500,000 interest-free
loan for initial operating capital from Queenstake USA, payable in equal monthly
installments over the first 5-year term of the Queenstake Agreement. Additionally, we were
entitled to certain production bonuses which were to be triggered on the occurrence of
certain events or the achievement of certain milestones.

On
June 10, 2009 Queenstake USA notified us that it believed the Queenstake Agreement was
terminated. We believe that Queenstake wrongfully attempted to terminate the Queenstake
Agreement and are currently in litigation with Queenstake USA in which through our
crossclaims we have asserted various legal claims against Queenstake USA (See, Item
II, Part 1, Legal Proceedings below.). Based on statements in reports filed by Yukon Gold
(Queenstake USAs parent corporation) with the Securities and Exchange Commission,
which we believe are false, we may assert additional claims against Yukon Gold and/or
Queenstake USA.

In
early January 2010, the court denied our motion for a Writ of Restitution which sought to
put us back in possession of the Jerritt Canyon Mill under the Queenstake Agreement.
However, the court has not yet made any rulings with respect to the claims for damages we
have asserted against Queenstake USA. As such, we do not expect to engage in any
operations at the Jerritt Canyon Mill during fiscal 2010.

The Gold Bar Mill.

In
2004, we purchased the 3,500 to 4,500 tpd Gold Bar CIP gold mill (the Gold Bar
Mill) located 25 miles northwest of Eureka, Nevada.  Initially, our plan was to
disassemble the Gold Bar Mill and transport it to Bolivia to be reconstructed on our
former A Zone project in eastern Bolivia. However, for various reasons we determined that
the best course of action with regards to the Gold Bar Mill was to leave it in place and
explore our options related to the mill in Nevada. The Gold Bar Mill was not in operation
when we acquired it and it has not been in operation during our period of ownership.

The
Gold Bar Mill is located in the center of the Cortez Trend, a series of gold deposits at
the southern end of the Battle Mountain-Eureka Gold Belt (the second largest
gold-producing area in Nevada, and estimated to contain or have produced 31.5 million troy
ounces of gold). The Cortez Trend runs parallel to the Carlin Trend (the largest gold
producer in Nevada and one of the top three gold fields in the world with production and
estimated resources of 180 million ounces).

8

We
are exploring and considering various alternatives with respect to the Gold Bar Mill.
Among the options we are considering with respect to the Gold Bar Mill are:

|- | Rehabilitating
the Gold Bar Mill for toll refining (which is defined as processing ore through our mill
for a fixed fee or               toll that is produced by a third-party mining company
from its mine) on its current site,
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|- | Engaging
in a joint venture with other parties that may be able to produce ore from their mines
and wish to utilize the               mill, and
|- | -----------------------------------------------------------------------------------------------------------------------------------------------

|- | An
outright sale either for cash, or stock and other consideration.
|- | -------------------------------------------------------------------

Our
ability to accomplish any of the foregoing is contingent on our obtaining sufficient
financing and identifying a joint venture partner or a suitable buyer. In some cases,
because (following the sale of the Bolivian assets if it should be completed) the Gold Bar
Mill will be our sole remaining asset (other than cash and other current assets and our
litigation), shareholder approval may be required.

If
we seek to commence a toll processing or a joint venture operation at the Gold Bar Mill,
we would be required to obtain numerous permits from both the federal government and the
State of Nevada, which would be time consuming and expensive. If we are able to recommence
operations or engage in a joint venture with respect to the Gold Bar Mill we expect that
we would be performing milling operations and/or toll milling on behalf of a third party
and thus it is not likely we would be engaged the actual sale or distribution of products.
Although we believe there is a shortage of gold mills in the area of the Gold Bar Mill,
there are other companies in the general area providing milling and toll refining services
in the area including Barrick Gold Corporation, Newmont Mining, Ltd. and Yukon-Nevada Gold
Corp., who have greater financial resources and a longer history of operations than we do.

# B. Bolivian
Operations and Assets

As
described above, although the Company owned certain prospects and assets in Bolivia through
its 2009 fiscal year, as of March 10, 2010 the Company transferred control of these assets
and operations (although retaining ownership). The Company hopes to transfer ownership of
these assets and operations during the second quarter of fiscal 2010 (of which there can
be no assurance). Nevertheless the unaffiliated third party who acquired control of the
Bolivian assets and which has contracted to obtain ownership is not in strict compliance
with the terms of its agreements and, therefore, we cannot offer any assurance that the
third party will complete its contractual obligations and obtain ownership of our Bolivian
assets. If the third party defaults on its obligations, we will continue to seek other
companies that may be interested in acquiring those assets. Unless circumstances in
Bolivia and with respect to our financial condition change markedly between now and March
2011, we do not intend to pay the claims fees for our remaining properties which would be
due on March 1, 2011. The following discussion sets forth information regarding our
Bolivian operations since we still maintain ownership of those assets.

9

The C Zone Gold Mill and
Mine.

During
2007 we completed exploration and feasibility work on the gold mineralization of the C
Zone of our Precambrian properties in eastern Bolivia. The C Zone gold project is located
approximately 5 kilometers (3.1 miles) from our former A Zone Buen Futuro gold and copper
project. Additionally, between 2006 and 2007 we operated a pilot plant on the C Zone,
which we used to refine the metallurgical process on the mineralization in the Zone.
During September of 2007, as a result of environmental issues, we moved the location of
our production mill (the C Zone Mill)) from the pilot plant location
approximately 700 meters (2,300 feet) to eliminate the potential impact on a nearby
marshland and to permit the potential capacity of our Mill to increase to 2,000 tpd from
the original 1,000 tpd of our original plant design. We commenced mill operations on June
26, 2008.

Beginning
in July through October 2008, many of the residents of five eastern Bolivia departments or
states began a campaign of civil unrest to push for more autonomy for those departments
from Bolivias central government. This civil unrest took the form of protest marches
and road blockades, which on some occasions became violent. The movement of commerce on
the roads in these departments was paralyzed during the period of unrest. As a result, our
operations at the C Zone were also paralyzed for lack of diesel fuel and other critical
supplies. Once the road blockades lifted, Bolivia immediately began to experience a
scarcity of diesel fuel throughout the country, but more acutely in the eastern
departments that had participated in the autonomy protests. Through this period of time,
we were only been able to get small lots of diesel fuel, which only allowed us to carry
out a simple maintenance program at our C Zone operations.

On
September 11, 2008 the U.S. Ambassador to Bolivia was declared persona non grata and on
September 14, 2008 was expelled from Bolivia. Subsequently, the U.S. Drug Enforcement
Administration, the U.S. Agency for International Development, and the Central
Intelligence Agency also were expelled from Bolivia. The Peace Corps and several other
U.S. affiliated groups voluntarily left Bolivia in light of these circumstances.

Bolivias
has also enacted new taxes associated with the Bolivian Mining Code that we initially
believed would be rescinded due to social pressure from the strong mining interests in
western Bolivia, or would be invalidated by the Bolivian Supreme Court. However, it does
not appear that those changes will not be rescinded or invalidated. Moreover, new taxes
were recently added to the existing tax regimen and certain taxes were changed from being
deductible against gross revenues to not being deductible. We believe that Bolivias
current mining tax structure, at current international prices for gold, effectively levies
a prohibitively high tax on U.S. based companies such as Golden Eagle to engage in mining
operations in Bolivia.

Given
the recent civil unrest (and likelihood that it may arise in some form in the future),
on-going shortages of diesel fuel, Bolivias current public policy on mining taxes,
and the entire political situation in Bolivia, we suspended our operations in Bolivia as
of late 2008 to analyze our best course of action with respect to our Bolivian prospects
 which ultimately resulted in our decision to transfer control of these assets with
the goal of transferring ownership entirely. We did generate $19,307 in revenue from sales
of gold from our C Zone mine and plant during the quarter ended December 31, 2008.

10

While
we did not conduct mining and milling operations at the C Zone mill during 2009, we did
continue to employ an onsite security and maintenance staff. To date in 2010 we have not
conducted any active mining or milling operations with respect to our Bolivian assets or
operations.

Mine
Camp for A & C Zone Projects.

During
2007 and 2008 we completed construction of our mine camp situated between our A Zone
project and the C Zone mine and mill in Bolivia. The mine camp includes dormitories, a
dining hall, sanitation facilities, administration buildings and warehouses and serves as
camp for the construction and operation of the C Zone mill, and the exploration and
development of our A Zone project. Activities in the mine camp are subject to the same
political and economic issues described above.

A Zone Buen Futuro Gold
and Copper Project.

During
2009 we continued to examine means of further developing the potential of the A Zone Buen
Futuro gold and copper project on our Precambrian properties, although our ability to do
so (even assuming we had adequate financing) was subject to the same Bolivian political
and economic issues described above. During most of 2007 and 2008 we pursued this
development by obtaining third-party advice regarding our feasibility and exploration
studies by a major independent mining and engineering firm, Washington Group
International, Inc. Additional feasibility work was also dependent on our ability to raise
sufficient funds to pay our consultants and contractors. During 2009 we suspended all
exploration and development work on the A Zone Buen Futuro gold and copper project.

Cangalli Gold Project.

During
2009 we determined to discontinue our efforts to develop our Cangalli and Tipuani Valley
gold project in Western Bolivia. On March 1, 2009, we elected not to renew our claims in
this region.

C. Plan of Operations

Going
forward we expect to focus on business operations on the following activities summarized
below:

|1. | Exploring
and pursuing our options with respect to the Gold Bar Mill that we own in Nevada, which
include potentially          refurbishing the mill for active operations, selling the
mill, and/or entering into a joint venture or other business          relationship with
respect to an active gold mining company in the area that may wish to utilize the mill.
 The region around          the Gold Bar Mill has recently experienced increased gold
mining activity as a result of the current international price for          gold.  We
also believe that there is a milling shortage in the region that may present us an
opportunity to recommence the          Gold Bar mill operations on a contract basis as a
tolling facility. We estimate that it will take approximately $1,000,000          to
bring the Gold Bar Mill back into operation and able to accept contract milling and
processing work, however, certain          other or additional improvements could cost
significantly more.   We currently lack the necessary financial resources to
         refurbish the Gold Bar Mill.   Identifying and executing upon a business
opportunity with respect to the Gold Bar Mill will          likely require us to raise a
significant amount of capital.
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

11

|2. | Continuing
our on-going litigation with Queenstake USA to enforce our contractual rights, obtain
monies we believe are due          and owing from Queenstake USA, to obtain the award of
damages, and recoup certain costs and expenses.   Additional          disclosure
regarding the status of this litigation is set forth in Item II "Legal Proceedings" below.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|3. | Finalizing
the transfer of ownership of our Bolivian operations and assets.  Following the transfer
of ownership of these          operations and assets we will no longer have any Bolivian
operations or assets (and we expect that our outstanding          obligations in Bolivia
will be satisfied).  If the Swiss corporation does not fulfill its various payment
obligations to          acquire these assets (as described above), we intend to explore
other alternatives with respect to these operations and          assets, although there
can be no assurance that we will be able to identify and execute upon any such
alternatives.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Effect of government
regulation

We
own the Gold Bar Mill and plant located 25 miles northwest of Eureka, Nevada, which, as of
December 31, 2009, was and currently remains idle. We do not own the ground on which this mill sits. The
purchase agreement we entered into when we acquired the mill requires the previous owner
of the plant and the current landowner, Atlas Precious Metals, Inc., to perform any
required environmental remediation on the site. We do not believe that we have any
liability for environmental clean up on this site or on any other site within the United
States.

In
Bolivia, the mining industry is subject to extensive, time consuming, and expensive
compliance obligations with environmental law. To date, we believe that we have complied
with all environmental laws in Bolivia. Further, Bolivia imposes numerous other regulatory
obligations on participants in the mining industry, such as permitting obligations,
reporting obligations and various taxing schemes. So long as we own prospects and other
assets in Bolivia we may be subject to Bolivias environmental laws and other
regulations. However, as a result of the transfer of control of our Bolivian assets and
operations in March 2010 and our expected disposition of these assets and operations we do
not expect to subject to these obligations and requirements going forward.

# Employees

At
December 31, 2009, we directly employed 11 total employees, all of which are full-time
employees. Our full time employees work primarily from the following locations: (a) two in
our head offices in Salt Lake City, Utah being our Chief Executive Officer and our Chief
Financial Officer; and one, our Chief Operating Officer, in Elko, Nevada; (b) three in our
administrative offices in Santa Cruz, Bolivia; (c) five at Ascension de Guarayos involved
in our mine camp and mill maintenance and security.

12

# Available information

We
are a Colorado corporation with our principal executive offices located at 9661 South 700
East, Salt Lake City, Utah 84070. Our telephone number is: (801) 619-9320. Our fax number
is: (801) 619-1747. Our general e-mail address is info@geii.com. Our website address is
www.geii.com. We file our annual, quarterly, and current reports with the Securities and
Exchange Commission (SEC), copies of which are available on our website or from the SEC
free of charge at www.sec.gov. The public may also read and copy any materials that we
have filed with the SEC at the SECs Public Reference Room at 450 Fifth Street N.W.,
Washington, D.C. 20549. Information on the Public Reference Room may be obtained by
calling: 1-800-SEC-0330. Our Code of Business Conduct and Ethics is also available free of
charge on our website or by faxing a request to us at: (801) 619-1747.

# Item 1A. Risk Factors

The
following risks and uncertainties, along with other information contained in this Form
10-K, should be carefully considered by anyone considering an investment in our
securities. The occurrence of any of the following risks could negatively affect our
business, financial condition and operating results.

# Financial Risks

Due
to Our History of Operating Losses, We are Uncertain That We Will Be Able to Maintain
Sufficient Cash to Accomplish Our Business Objectives. We have incurred
substantial losses of $58,864,712 since our inception. Additionally, we had negative
working capital of $1,884,199 as of December 31, 2009 and have had negative working
capital during at least our past several years as well. Significant amounts of capital
will be required for us to identify and act upon any business opportunity with respect to
our Gold Bar Mill or otherwise. Based on our negative working capital as well as our
historical and current negative cash flow from operations and investing activities, we
anticipate that we will continue to incur losses from operations and a working capital
deficit. Because we are not currently engaged in any revenue producing activities, the
Companys sources of funding primarily consist of the sale of additional equity or
debt securities, borrowing funds, or selling a portion of our remaining assets. There is
no assurance that any additional capital that the Company will require will be obtainable
on terms acceptable to us, if at all. Failure to obtain such additional financing could
result in delays or indefinite postponement of further business activities. Equity
financing, if available, may result in substantial dilution to existing stockholders.

Our
independent registered public accounting firms report on our 2009 financial
statements questions our ability to continue as a going concern.As a
result of our recurring losses from operations and limited capital resources, our
independent registered public accounting firms report on our financial statements as
of December 31, 2009 and for the fiscal years ended December 31, 2009 and 2008 includes an
explanatory paragraph expressing doubt about our ability to continue as a going concern.
If we are unable to find new or alternative sources of capital, our business, financial
condition and results of operations will be adversely impacted. Furthermore, inclusion of
a going concern qualification in the report of our independent accountants may
have a negative impact on our ability to raise additional capital and may adversely impact
our stock price.

13

Our
continued operations are dependent upon receiving adequate financing.Our
current primary focus of identifying and executing upon a business opportunity with
respect to our Gold Bar Mill, or another business opportunity within the metals mining
industry, will require that we obtain a substantial amount of debt or equity financing;
however, there is no assurance that we will be successful in receiving adequate financing.
Should we fail to obtain adequate financing, any possible revenue generating operations
will be significantly delayed or may never occur and we will be subject to increasing
losses.

Historically,
cash shortages have negatively affected our ability to explore and develop our properties
and further our business operations.From approximately November 1997 to
present, we have experienced significant cash shortages. We have been able to meet certain
of our financial obligations through funds raised in equity and debt financings. We likely
will continue to experience cash shortages, which will likely cause delays in development
of any business prospects and any possible revenue generating operations, and will
otherwise negatively affect our financial condition.

We
have significant debt obligations and accounts payable that we may be unable to meet and
certain of our creditors may be able to assert legal claims against us and/or our
assets.At December 31, 2009, we had outstanding financial obligations
totaling $3,203,652, including accounts payable and accrued expenses, deferred wages,
outstanding notes and debentures (many of which are past due), and amounts owed to various
third parties. Many of these obligations are past due or we do not otherwise expect to be
able to meet them as they come due. Certain of our creditors have been granted security
interests in certain of our assets, including our Gold Bar Mill. Should certain of our
creditors or other persons to whom we owe funds attempt to assert their legal remedies
against the Company, we likely would be unable to successfully defend these claims.
Following any foreclosure or other legal action, it is likely that few or no assets would
remain for distribution to our shareholders.

We
are in litigation in an effort to collect the amounts we believe are due to us from
Queenstake USA (and Yukon-Nevada Gold Corp.).As of December 31, 2009 approximately 95% of our current assets consisted of an accounts receivable of
$1,178,463, all of which represents amounts we believe are owing to us from Queenstake USA (and/or
Yukon-Nevada Gold Corp.).  We are currently in litigation with Queenstake USA and given the
unpredictable and time-consuming nature of litigation we cannot predict when, if ever, we will be able
to collect the amounts we believe are due.  Further, we may later determine that we do not have
sufficient funds to continue to pursue the claims we have asserted against Queenstake USA. Even if we do
not collect funds that we believe are due from Queenstake USA we will continue to have an obligation to
pay certain vendors we utilized during the period at which we operated the Jerritt Canyon Mill. Due to
all of the foregoing, we established a policy of impairing the value of these assets by 20% as of June
30, 2009 and an additional 10% per quarter thereafter. We have impaired them by 40% of their value
during 2009. By the end of 2010, the value of these assets will have been impaired by an additional 40%,
for a total impairment of 80%. By June 30, 2011, if we have not been able to successfully collect on our
lawsuit, we will have impaired the value of these assets to zero.

Our
outstanding classes of Preferred Stock and other convertible securities, along with our
anticipated need to additional securities to fund our operations, will (if converted)
cause significant dilution to our common shareholders.We currently are authorized to issue 2,000,000,000 shares of common stock and as of December 31, 2009,
we had 1,975,050,944 shares (3,950,102 giving effect to the 1-for-500 reverse stock split that became
effective under Colorado law on April 28, 2010) of our common stock outstanding including all of our
outstanding common shares, securities that are convertible or exercisable into common stock (including
our outstanding classes of Preferred Stock), and other obligations to issue common stock, on a fully
diluted basis as of December 31, 2009 we would have had 4,656,074,577 shares outstanding (approximately
9,312,150 shares giving effect to the 1-for-500  reverse stock split discussed above)  The completion of
the reverse split will result in additional shares of our common stock being available:

14

|- | For
issuance upon conversion of our outstanding convertible securities; and
|- | ---------------------------------------------------------------------------

|- | For
issuance to raise capital, to settle certain outstanding obligations, and also to effect
certain corporate               transactions.
|- | ------------------------------------------------------------------------------------------------------------------------------------------

Consequently, the ownership interests of our current shareholders will likely be significantly
diluted in 2010 and beyond.  The December 31, 2009, financial statements reflect the 1-for-500 reverse
stock split discussed above, and indicate common shares outstanding of 3,950,102.

Should
we be successful in identifying and executing upon a business opportunity with respect to
our Gold Bar Mill or elsewhere within the metals mining industry, our revenues may be
negatively affected by price volatility of those metals.Metals prices are
subject to extreme price volatility. Our ability to refurbish and recommence operations at
Gold Bar Mill would likely be directly related to gold prices. Metals prices are subject
to factors that are beyond our control, including speculation, political and economic
conditions, and inflation. Should gold prices experience downward price trends, our
business prospects and potential revenues will be negatively affected.

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 and demonstrates the significant fluctuations in metal prices:

|     |       |     |        
|---- | ----- | --- | -------
|Year | High  | Low | Average
|1999 | 326   | 253 | 279    
|2000 | 313   | 264 | 279    
|2001 | 293   | 256 | 271    
|2002 | 349   | 278 | 310    
|2003 | 416   | 320 | 363    
|2004 | 454   | 375 | 389    
|2005 | 536   | 411 | 445    
|2006 | 725   | 525 | 603    
|2007 | 806   | 631 | 695    
|2008 | 1,011 | 712 | 872    
|2009 | 1,212 | 810 | 1,011  

Source of Data: Kitco and Onlygold.com

15

On
April 7, 2010, the afternoon fixing price for gold on the London Metals Exchange was
$1,152 per ounce.

Our
future success is in part dependent upon our ability to retain and attract qualified
management.Our future success in large part is dependent upon the
continued efforts of our current management team who provide us with the key technical and
management aspects of our operations, including: Terry Turner, Blane W. Wilson and Tracy
A. Madsen. At times each of these persons has agreed to defer their wages or other
remuneration otherwise due to them. Although we have entered into employment agreements
with Messrs. Turner, Wilson and Madsen, as a result of our continued liquidity shortages,
these persons may be motivated to seek other employment. In fact, Mr. Wilson is currently
working (with our consent) for Klondex Mines, Ltd. as its Executive Mining Advisor, Nevada
Operations while continuing to perform his duties for Golden Eagle. We believe that our
future success will depends upon our ability to attract and retain 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.

Operations
in the metal mining industry are subject to various state and federal regulations.Our historical and contemplated business operations are subject to
extensive regulation pertaining to the development of mining prospects and possible
production, environmental regulation, labor standards, mine safety and others. Should we
fail to abide by these regulations, our operations may be subject to fines or restrictions
on activities pertaining to our prospects and properties, which may negatively affect our
ability to conduct our operations.

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

We
have agreed to indemnify our officers and directors to the full extent permitted by
Colorado law, which could negatively affect our financial condition.Our
Articles of Incorporation and Bylaws provide for indemnification of our officers and
directors to the full extent permitted by Colorado law. This indemnification may require
us to pay judgments, fines and expenses incurred by an officer or director, as a result of
actions or proceedings against them. Funds or our securities paid in satisfaction of
judgments, fines or expenses would likely be funds that we would need for our operations
and for the exploration and development of our properties, and may negatively affect our
operations, financial condition, and/or further dilute the value of our securities.

We
have not implemented certain corporate governance practices.We have only a
single independent director, and therefore a majority of the board consists of directors
who are not independent. Additionally, we do not have separately designated audit,
compensation, or nominating committees. This lack of independence and independent controls
over our corporate affairs may result in potential or actual conflicts of interest
between our officers, directors and our shareholders. We have no formal policy to
resolve such conflicts and these conflicts of interests may benefit the interests of our
officers and directors over that of our minority stockholders.

16

The
public market for our common stock is extremely volatile, both as to price and volume, and
may continue to be volatile in the future. Historically, the price and
trading volume of our common stock has been volatile. Several factors likely contributed
to this volatility including: our significant operating losses; the suspension of our
operations on our Bolivian projects in 2008; on-going political instability in Bolivia;
the purported termination of our agreement with Queenstake Resources USA. related to the
operation of the Jerritt Canyon; and the dilution of shareholders interests.
Such factors will likely continue to impact price and trading volume volatility.

The Company has been delinquent in
filing its 1934 Act reports and its trading market has reflected such delinquency.  Under
FINRA rule 6530, during the period after April 17, 2010, the Company ́s trading symbol in
the OTC Bulletin Board had an E appended to it, reflecting that the Company had failed
to file its Form 10-K timely.  While the Company hopes not to be delinquent in filing its
reports in the future, if it is delinquent once more in the next two years, under Rule
6530 the OTC Bulletin Board may declare the Company ineligible for further trading on
little notice.  In that case, the volatility of our trading market will likely be
increased.

As
our stock is not listed on a national securities exchange, trading in our shares will be
subject to rules governing penny stocks, which will impair trading activity in our
shares. Our stock is not on a national securities exchange. Therefore, our
stock is subject to rules adopted by the Commission regulating broker dealer practices in
connection with transactions in penny stocks. Those disclosure rules applicable to penny
stocks require a broker dealer, prior to a transaction in a penny stock not otherwise
exempt from the rules, to deliver a standardized list disclosure document prepared by the
Commission. That disclosure document advises an investor that investment in penny stocks
can be very risky and that the investors salesperson or broker is not an impartial
advisor but rather paid to sell the shares. The disclosure contains further warnings for
the investor to exercise caution in connection with an investment in penny stocks, to
independently investigate the security, as well as the salesperson with whom the investor
is working and to understand the risky nature of an investment in this security. The
broker dealer must also provide the customer with certain other information and must make
a special written determination that the penny stock is a suitable investment for the
purchaser and receive the purchasers written agreement to the transaction. Further,
the rules require that, following the proposed transaction, the broker provide the
customer with monthly account statements containing market information about the prices of
the securities.

We
have never paid any cash dividends on our common stock and we do not anticipate paying
cash dividends on our common 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 development and growth of our business and, therefore, we do not
anticipate paying cash dividends in the foreseeable future.

17

# Item 2. Properties

As
described in Item 1 above through our 2009 fiscal year we owned various assets and
operations in Bolivia. However, as of March 10, 2010 we transferred control of our
Bolivian assets and operations and hope to transfer ownership of those assets during the
second quarter of 2010 (of which there can be no assurance). We also own the Gold Bar
Mill, an idle mill and mineral processing plant located 25 miles northwest of Eureka,
Nevada.

The Precambrian Shield
properties.

In June of 2001, we acquired mining claims in Bolivia ́s Precambrian Shield with a total acreage of
approximately 111,500 acres, as well as the existing reports on the area, for 10 million shares (20,000
shares, giving effect to the 1-for-500 reverse stock split discussed herein) of our common restricted
stock then valued at $300,000 (the Initial Precambrian claims). In June 2003, we acquired the Buen
Futuro claim consisting of 2,500 acres (the Buen Futuro claim). Then, in December 2003, we staked a
claim to 22,500 additional acres in the Ascension Gold-Copper Trend (the Cobra claim).

The Initial
Precambrian claims

On
February 28, 2009 we elected not to renew the claims on 93,469 acres of our Initial
Precambrian claims. We paid our patent fees and renewed our claims rights on 18,031 acres
which we believed held the greatest potential for mineralization, and which contained our
C Zone mine and mill (the Gran Serpiente claim). On March 1, 2009 we paid
$20,833 to the Bolivian government for 2008 in arrears to renew these claims for 2009; and
on March 1, 2010, based on a new government requirement in Bolivia, we paid $46,479 for
both 2009 in arrears and 2010 currently. The amounts paid in 2010 were provided by the
Swiss corporation which now has control over our Bolivian operations and assets

Buen Futuro claim

In
June 2003, we purchased the Buen Futuro claim, and all technical information that had been
generated about the property, 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. We then amended
the purchase contract in December 2003 and March 2005.

On
March 1, 2009 we paid $2,854 to the Bolivian government for 2008 in arrears to renew these
claims for 2009; and on March 1, 2010, based on a new government requirement in Bolivia,
we paid $6,367 for both 2009 in arrears and 2010 currently. The amounts paid in 2010 were
provided by the Swiss corporation which now has control over our Bolivian operations and
assets. Additionally all obligations we owed to Dr. Biste were assumed by the Swiss
corporation.

Cobra claim

On
December 22, 2003, we completed the acquisition of the Cobra claim by staking an
additional 22,500 acres of prime ground in the Ascension Gold-Copper Trend in eastern
Bolivias Precambrian Shield. We secured the Cobra claim through a Bolivian mining
petition and paid initial claims fees of $10,000.

18

On
March 1, 2009 we paid $25,685 to the Bolivian government for 2008 in arrears to renew
these claims for 2009; and on March 1, 2010, based on a new government requirement in
Bolivia, we paid $57,303 for both 2009 in arrears and 2010 currently. The amounts paid in
2010 were provided by the Swiss corporation which now has control over our Bolivian
operations and assets.

Total
patent fees paid on March 1, 2009 on all of our Precambrian Shield claims, which included
the Initial Precambrian claims, the Buen Futuro claim and the Cobra claim for 2008 in
arrears were $49,372. Total patent fees on March 1, 2010 on all of our Precambrian Shield
claims that we retained, which included the same claims for 2009 in arrears, and 2010
currently, were $110,149, which together with transaction taxes totaled $111,416.

The Cangalli and Tipuani
Valley claims

On
July 2, 2002, we purchased 100% of all right, title and interest in and to the mining
concessions comprising the Cangalli claims. In total, we purchased 5,125 acres and claimed
an additional 7,402 acres in the Tipuani Valley resulting in total claims of 12,527 acres.
We traditionally have paid $5,011 per year to the Bolivian government in mining patent
concession fees. The Bolivian Mining Code provides that these annual government claims
fees are our only obligation necessary to our rights over the Cangalli claims in
perpetuity. On March 1, 2009 we elected not to renew our Cangalli and Tipuani Valley
Claims.

Gold Bar mill and plant

In July 2004, we acquired the Gold Bar Mill and gold recovery plant from an unaffiliated party, Atlas
Precious Metals, Inc. (Atlas), for 25,000,000 shares of our restricted common stock (50,000 shares
after giving effect to the 1-for-500 reverse stock split discussed herein).  The Gold Bar Mill and gold
recovery plant is located 25 miles northwest of Eureka, Nevada.  We did not acquire the land upon which
the Gold Bar Mill is located.  Our initial plans were, upon raising the necessary capital, to dismantle
ship and re-erect this plant on our Buen Futuro A Zone site in eastern Bolivia.  However, we never were
able to take these actions and the Gold Bar Mill is still located on site in Nevada.  While we are not
contractually obligated to move the Gold Bar Mill from its current location, Atlas as the property owner
could attempt to sell the property to a buyer that could demand that it be removed from the property.

The
Gold Bar Mill is easily accessible by well-maintained, all-weather gravel roads for 15
miles off of all-weather paved state highways from the nearest urban center, which is
Eureka, Nevada.

Office leases

Our
executive offices are located at 9661 South 700 East, Salt Lake City, Utah 84070. This
suite of offices consists of three executive offices, a conference room, reception space,
filing areas and copy and faxing facilities and aresuitable for our needs. We pay $1,619
per month on the lease which expires on July 31, 2010.  We are allowed to
terminate the lease at any time for a $1,619 penalty plus a 30-day notice, which at this
stage of the lease is our only obligation.

19

We
also lease 35 square meters of office space located in Santa Cruz de la Sierra, Bolivia,
which is our Bolivian headquarters. This lease expired on February 15, 2010. We pay $188
per month for this lease as well as $200.00 per month for 360 square meters of warehouse
space in Santa Cruz, Bolivia. As of the date of this report we no longer have an
obligation for this leased space in Bolivia.

|                               |                   |              |                  
|------------------------------ | ----------------- | ------------ | -----------------
|Location                       | Size              | Monthly rent | Lease Expiration 
|Salt Lake City                 | 1,183 square feet | $1,619       | July 31, 2010    
|Santa Cruz, Bolivia            | 35 square meters  | $188         | February 15, 2010
|Warehouse, Santa Cruz, Bolivia | 360 square meters | 200          | Month to month   
|Total                          |                   | $2,007       |                  

# Item 3. Legal proceedings

1.       
          GEII v. Queenstake Resources USA, Inc., Yukon-Nevada Gold Corp., et al.

On
June 10, 2009, we received a notice (the Notice) from Queenstake Resources
USA, Inc. (Queenstake USA), the wholly owned subsidiary of Yukon-Nevada Gold
Corp., (YNG), advising us that Queenstake USA allegedly terminated the
agreement between Golden Eagle and Queenstake USA regarding the operation of the Jerritt
Canyon Mill. The Notice provided that Queenstake USA believed that the termination was
effective immediately.

Also
on June 10, 2009, Queenstake USA filed a complaint against us in the Fourth Judicial
District Court of the State of Nevada for Elko County (Queenstake Resources USA,
Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden Eagle
International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter
Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland,
John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party
Defendants),case no. CVC-C-09-544 Dept 2). In the complaint, Queenstake USA alleges
that Golden Eagle breached an agreement between the parties with respect to the operation
of the Jerritt Canyon Mill; breached an implied covenant of good faith and fair dealing;
and committed negligence in the operation of the Jerritt Canyon Mill. Further, in the
complaint Queenstake USA sought a declaratory judgment that Golden Eagle is obligated to
leave the Jerritt Canyon Mill site and cease operating the mill.

20

We
believed then, and continue to believe, that Queenstake USAs allegations are false
and wholly without merit. On July 9, 2009, we filed an answer, counterclaim and
third-party complaints. Our answer specifically denies those allegations made in the
complaint filed (but never served) by Queenstake USA on June 10, 2009. Our counterclaim
alleges that by a pattern of fraud, misrepresentation, material omissions and deceptive
business practices Queenstake USA induced Golden Eagle to enter into a mill operating
agreement on October 14, 2008, which called for Golden Eagle to operate the Jerritt Canyon
Mill for a 5-year period and provide extensive services to prepare the mill for operations
and bring it into environmental compliance. The counterclaim further alleges that
Queenstake USA continued between October 2008 and June 2009, through fraudulent and
deceptive means, to induce Golden Eagle to continue to provide its administrative services
and engage employees, providers, suppliers and third-party contractors, which resulted in
a liability for costs incurred by Golden Eagle, and administrative fees owed to Golden
Eagle, in excess of $2.23 million. Our allegations include that Yukon-Nevada and one of
its significant investors deemed Golden Eagles contract too lucrative
and then tortiously interfered with the mill operating agreement by compelling Queenstake
USA to breach its agreement and covenant of good faith and fair dealing. We allege that
this breach caused Golden Eagle to lose the benefit of the bargain, or lost
profit from the agreement, in excess of $40 million based on Queenstake USAs own
calculations and representations to Golden Eagle and the Nevada Division of Environmental
Protection.

We
also allege in our counterclaim that the mill operating agreement had all of the
characteristics of a lease, putting Golden Eagle in possession of the mill property and
its full use; ensuring Golden Eagles quiet enjoyment of the premises; requiring
Golden Eagle to maintain and repair the property; granting Golden Eagle access to the
common areas on the mill complex, etc. As a result of these lease
characteristics, we sought statutory relief under Nevadas Forcible Entry and
Detainer statutes and sought an order of the court based on those statutes putting Golden
Eagle back in immediate possession of the mill property. The court denied our motion for
and Writ of Restitution putting us back in possession of the property. We are continuing
to press our other allegations in the lawsuit.

We
further allege in our counterclaim and third-party complaints that Queenstake USA,
Yukon-Nevada (Yukon USAs parent corporation) and a significant Queenstake USA
investor have caused us irreparable harm. As a result, we ask the court for a declaratory
judgment and a Writ of Mandamus that order that Golden Eagle be allowed full possession of
the mill property so that it may complete its contract term of 5 years.

We
claim in our counterclaim and third-party complaints that Queenstake USA, Yukon-Nevada and
a significant Queenstake USA investor have committed acts of oppression, fraud or malice,
express or implied, and that Golden Eagle is entitled under Nevada law to recover punitive
damages, which are calculated as three times the amount of compensatory damages.

Finally,
we allege in our counterclaim and third-party complaints that Queenstake Canada
unconditionally guaranteed the agreement between Golden Eagle and Queenstake USA, and
furthermore, unconditionally guaranteed the covenant of good faith and fair dealing
between the parties. As a result, Queenstake Canada was also named as a Third-Party
Defendant sharing joint liability with its wholly owned subsidiary, Queenstake USA.

On
July 15, 2009 we recorded a notice of mechanics/materialmens lien and a notice of
mill lien (the Liens) against the Jerritt Canyon Mill, in the total amount of
$1,307,813 in the official records of the Elko County Recorder, State of Nevada. Notice of
the liens was served on Queenstake Resources, USA and Yukon-Nevada Gold Corp. pursuant to
Nevada State law by certified or registered mail on July 15 and 16, 2009.

21

On
July 17, 2009 we filed an amended answer, counterclaim and third-party complaints seeking
to foreclose on the Liens described above, as well as maintaining the causes of action
originally set out in the pleading filed on July 9, 2009 in the matter of Queenstake
Resources USA, Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden
Eagle International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter
Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland,
John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party
Defendants), CV-C-09-544, in the Fourth Judicial District Court for Nevada, In and For
the County of Elko.

2.       
          United Rentals Northwest, Inc. v. Golden Eagle International, Inc.,
          Queenstake Resources USA, Inc., Yukon-Nevada Gold Corp., et. al.
          On December 31, 2009 United Rentals Northwest, Inc. filed a complaint against
          us, Yukon-Nevada Gold Corporation and Queenstake Resources USA, Inc. in the
          Fourth District Court in Elko, Nevada. In its complaint United Rentals is
          seeking payment for construction rental equipment supplied to us, Yukon-Nevada
          Gold Corporation and Queenstake Resources USA in the amount of $52,845 plus
          attorneys fees. A notice and claim of lien was recorded on the Jerritt
          Canyon mill on October 6, 2009.

On
February 16, 2010, we filed an answer to this complaint in the Fourth District Judicial
Court in Elko, Nevada. In our answer we allege that we had contracted with Queenstake
Resources USA, Inc. and that Queenstake/YNG are responsible for payments to United Rentals
Northwest, Inc. We believe that this matter has been settled by YNG and United Rentals,
but have not formally been informed of the outcome and the Plaintiffs complaint has
not yet been dismissed.

3.       
          Bright v. Golden Eagle International, Inc., Rocky Mountain Hospital and
          Medical Service, Anthem Blue Cross and Blue Shield, et. al. On
          February 26, 2010, we were served with a complaint in the case of Bright v.
          Golden Eagle, et al.,filed in the Fourth District Court of Elko County that
          alleges that we breached our employment agreement to Mr. Bright, who was our
          employee until June 10, 2010, by not maintaining his health insurance through
          the period in which his wife gave birth to the Brights child in the Rocky
          Mountain Hospital. The complaint alleges further that all of the defendants
          breached their various contractual obligations and duties to the Brights, were
          negligent in the failure to pay the Brights medical bills associated with
          the delivery of their child, and negligently and intentionally inflicted
          emotional distress on the Brights. Anthem Blue Cross and Blue Shield has sought
          to have this matter removed to the Federal District Court in Reno, Nevada. The
          case is ongoing and we have, and expect to continue to, defend this matter.

# Item 4. Reserved

# Part II

# Item 5. Market for
Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities

# Market Information

Our common stock is quoted on the Over-the-Counter (OTC) Bulletin Board under the trading symbol
MYNG.   The following table shows the high and low bid for our common stock during the last two years
and through our first quarter of 2010. These prices represent inter-dealer prices, without retail
mark-up, markdown, or commission, and may not represent actual transactions, and were derived from
Knobias at www.knobias.com.  The prices reported in the below have not been adjusted to reflect the
1-for-500 combination of our common stock that was effective after our fiscal year end and further
described below.

22

|               |         |         
|-------------- | ------- | --------
|2008           | Low Bid | High Bid
|First Quarter  | $.008   | $.016   
|Second Quarter | $.005   | $.009   
|Third Quarter  | $.004   | $.008   
|Fourth Quarter | $.0013  | $.0035  
|               |         |         
|2009           | Low Bid | High Bid
|First Quarter  | $.001   | $.0036  
|Second Quarter | $.0008  | $.0024  
|Third Quarter  | $.0008  | $.0012  
|Fourth Quarter | $.0009  | $.0029  
|               |         |         
|2010           | Low Bid | High Bid
|First Quarter  | $.0007  | $.0016  

# Holders

As
of December 31, 2009, there were approximately 8,183 shareholders of record of our common
stock. This does not include an indeterminate number of persons who hold our common stock
in brokerage accounts and otherwise in street name.

# Capital Structure 
Pre Reverse Stock Split

We currently are authorized to issue 2,000,000,000 shares of common stock and as of December 31, 2009,
we had 1,975,050,944 shares (3,950,102 giving effect to the 1-for-500 reverse stock split further
described herein) of our common stock outstanding.  As of April 8, 2010 we had 1,975,050,944 shares
(3,950,102 giving effect to the 1-for-500 reverse stock split further described herein) of our common
stock outstanding.  As further described below, on March 23, 2010 our shareholders approved a 1-for-500
combination of our common stock that became effective under Colorado law on April 28, 2010.

In
addition to the outstanding shares of common stock, we have the following separate classes
of preferred stock authorized:

|(i) | 3,500,000 shares of our Series A Convertible Preferred Stock have been
          authorized for issuance, none of which are currently issued or outstanding.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------

|(ii) | 4,500,000  shares of our Series B Preferred Stock have been  authorized for issuance,  of which 80,000 are
         issued and  outstanding.  These 80,000  Series B shares are in the aggregate  convertible  into a
         total of 20,000,000  common shares  (40,000  shares giving effect to the 1-for-500  reverse stock
         split further described herein).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

23

|(iii) | one share of Series C Preferred  Stock has been authorized and issued,  and is outstanding.  That share is
         convertible  into  487,746,250  shares of  common  stock  (975,493  shares  giving  effect to the
         1-for-500 reverse stock split further described herein).
|----- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | 999,000 shares of Series D Convertible Preferred Stock have been authorized, of which 739,219 shares of
Series D Preferred Stock are outstanding.  These Series D shares are, in the aggregate, convertible into
1,848,047,500 common shares (3,696,095 shares giving effect to the 1-for-500 reverse stock split further
described herein).
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Additionally, we have convertible debentures, obligations to issue common stock to certain contractors
and officers, as well as stock options outstanding.  Including all of our outstanding common shares,
securities that are convertible or exercisable into common stock, and other obligations to issue common
stock, on a fully diluted basis as of December 31, 2009 we would have had  4,656,074,577 shares
(9,270,593 shares giving effect to the 1-for-500 reverse stock split further described herein) of common
stock outstanding, and as of the date of this report 5,425,013,971 shares (10,850,028 shares giving
effect to the 1-for-500 reverse stock split further described herein) of common stock outstanding (the
increase of nearly 769 million shares (1,538,000 shares giving effect to the 1-for-500 reverse stock
split further described herein) on a fully diluted basis from December 31, 2009 is in large the result
of our shareholders approving the adoption of the 2009 Revised Equity Incentive Plan discussed below).

The computation of diluted earnings per common share is based on the weighted average number of common
shares outstanding during the year plus the common stock equivalents as detailed in the following
chart.  The inclusion of these shares would have resulted in a weighted average shares fully diluted
number that was anti-dilutive and as such they are excluded from the weighted average shares basic and
diluted calculation.

|                                                      |               |              
|----------------------------------------------------- | ------------- | -------------
|Fully diluted shares for the years ended December 31, | 2009          | 2008         
|Basic shares outstanding                              | 20,000,000    | 20,000,000   
|Series B preferred conversion                         | 20,000,000    | 20,000,000   
|Series C preferred conversion                         | 487,746,250   | 487,746,250  
|Series D preferred conversion                         | 1,848,047,500 | -            
|Convertible debentures                                | 149,412,000   | 121,960,000  
|Stock payable                                         | 53,125,000    | 19,444,500   
|Stock options approved                                | 101,915,194   | 25,316,526   
|Total                                                 | 4,635,296,888 | 2,210,364,609

24

# Reverse Stock Split

On March 23, 2010 our shareholders approved an amendment to our Articles of Incorporation to effect a
1-for-500 reverse stock split.  Since that date we have taken steps to effect the reverse stock split,
including filing an amendment to our Articles of Incorporation (which amendment became effective under
Colorado law on April 28, 2010) and notifying the Financial Industry Regulatory Authority (FINRA) of
the reverse split.  We took actions requested by FINRA in an effort to cause the reverse
stock split to be reflected in the trading markets.  Upon the reverse split being effected every 500
shares of our issued and outstanding common stock was automatically combined into one issued and
outstanding share without any change in the par value of such shares.  No fractional shares are being
issued in connection with the reverse stock split. Shareholders who will be entitled to a fractional
share are entitled to receive a whole share.  The reverse split affected all of the holders of our
common stock uniformly and did not affect any shareholders percentage of ownership interest, except to
the extent that the reverse split resulted in any holder being granted a whole share for any fractional
share that resulted from the reverse split.  The number of common shares into which each of our
outstanding series of Preferred Stock may be convertible into, as well as the shares of common stock
underlying options, warrants and convertible debentures was proportionately reduced and the exercise
prices of any warrants or options, and the conversion prices of any convertible debentures, was
proportionately increased by the reverse stock split.

Following the reverse stock split, there will remain 2,000,000,000 shares of common stock authorized,
and 10,000,000 shares of preferred stock authorized.  The preferred stock outstanding will remain
outstanding, but the number of shares of common stock into which the various series of preferred stock
outstanding are convertible were proportionally adjusted.  The convertible debentures, convertible
notes, stock payable, and stock options will also remain outstanding, but the number of shares of common
stock issuable upon conversion or exercise will also be proportionally reduced.  The following table
only sets forth approximate numbers because the rounding up of fractional shares will occur on a
shareholder-by-shareholder basis.

|                                                                                                              |            |           
|------------------------------------------------------------------------------------------------------------- | ---------- | ----------
|Fully diluted shares for the years ended December 31,(as if the 1-for 500 reverse stock split were in effect) | 2009       | 2008      
|Basic shares outstanding                                                                                      | 3,950,102  | 3,071,795 
|Series B preferred conversion                                                                                 | 40,000     | 40,000    
|Series C preferred conversion                                                                                 | 975,493    | 975,493   
|Series D preferred conversion                                                                                 | 3,696,095  | 0         
|Convertible debentures & convertible notes payable                                                            | 298,824    | 243,920   
|Stock payable                                                                                                 | 106,250    | 38,889    
|Stock options approved                                                                                        | 203,829    | 50,632    
|Total                                                                                                         | 9,270,593* | 4,420,729*

*        Approximate, due to likely
rounding errors.

# Dividends

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

25

# Securities authorized
for issuance under equity compensation plans

As of December 31, 2009 our shareholders had not approved any equity compensation plan under which our
common stock was reserved for issuance.  However, on June 4, 2008, we adopted the 2008 Employees and
Consultants Stock Compensation Plan (the 2008 Plan) and reserved 30,000,000 shares of our common stock
(60,000 shares after giving effect to the reverse stock split) for issuance under that plan.  Our
directors, officers and affiliates were not eligible to participate in the 2008 Plan.   During fiscal
2008 we issued certain consultants and employees stock all of the 30,000,000 shares (60,000 after giving
effect to the reverse split) of common stock that were available for issuance under the 2008 Plan.  As
such, since 2008 we have not utilized the 2008 Plan to grant options or issue stock bonuses.

At times we have granted certain officers directors stock options and stock bonuses, but those are ad
hoc grants have not been made pursuant to a formal plan.  Upon the commencement of his employment in 2008
we agreed to grant Blane Wilson, our Chief Operating Officer, a quarterly bonus in the form of a stock
option.   As of December 31, 2009 Mr. Wilson had been granted options to acquire a total of 101,915,194
shares of our common stock. (203,829 shares after giving effect to the reverse split).

The
information in the following table is provided with respect to compensation plans
(including individual compensation arrangements) under which equity securities are
authorized for issuance as of the fiscal year ending December 31, 2009 and do not include
the effect of the reverse stock split, if accomplished.

|                                                           |                                                                                                 |                                                                                |                                                                                                                                               
|---------------------------------------------------------- | ----------------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------ | ----------------------------------------------------------------------------------------------------------------------------------------------
|                                                           |                                                                                                 |                                                                                |                                                                                                                                               
|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 issuance 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 | 101,915,194                                                                                     | $.0039                                                                         | -0-                                                                                                                                           
|                                                           |                                                                                                 |                                                                                |                                                                                                                                               
|Total                                                      | 101,915,194                                                                                     | $.0039                                                                         | -0-                                                                                                                                           
|                                                           |                                                                                                 |                                                                                |                                                                                                                                               

*203,829  shares after giving effect
to the reverse split and with a weighted  average  exercise  price of $1.96.

26

# Revised 2009 Equity
Incentive Plan

During
our 2009 fiscal year our Board of Directors adopted two other formal equity compensation
plans, the 2009 Equity Incentive Plan and the Revised 2009 Equity Incentive Plan (the
Revised Plan). The adoption of both of these plans was contingent on the
Companys receipt of shareholder approval of the plans.

During
the 2009 fiscal year the Board of Directors terminated the 2009 Equity Incentive Plan. On
the same date it terminated the 2009 Equity Incentive Plan the Board of Directors adopted
the Revised Plan. The Revised Plan was approved by the Companys shareholders at a
special meeting of shareholders held on March 23, 2010, and thus became effective on that
date.

750,000,000 shares of common stock were reserved for issuance under the Revised Plan (1,500,000 shares
after giving effect to the reverse split).  The Revised Plan was adopted to compensate new, continuing,
and existing employees, officers, consultants, and advisors of the Company and its controlled,
affiliated and subsidiary entities. The Revised Plan is currently administered by the Board of Directors
as a whole.  The Revised Plan includes two types of options:  (i) Options intended to qualify as
incentive stock options under Section 422 of the Internal Revenue Code of 1986, as amended are referred
to as Incentive Options; and (ii) Options which are not intended to qualify as Incentive Options are
referred to as Non-Qualified Options. Bonuses, which may also be granted under the Revised Plan, are
the outright issuance of shares of common stock.  The exercise price of the options granted under the
Revised Plan must be 100% of the fair market value (which is defined in the Revised Plan) of our
common stock on the date of grant, and the exercise period for options granted under the Revised Plan
cannot exceed ten years from the date of grant. The Revised Plan provides that an option may be
exercised through the payment of cash, in property or in a combination of cash, shares and property
subject to approval of the Company.

# Unregistered sales of
equity securities and use of proceeds

The
following are the sales of unregistered securities that occurred during the fiscal year
ended December 31, 2009 or subsequently, that were not previously disclosed in a quarterly
report on Form 10-Q or in a current report on Form 8-K.

1.       
          On October 1, 2009, we issued 2,191,125 shares of our common stock (4,383 shares after giving effect to
the reverse split) upon the conversion of $4,000 in principal plus $382 in interest that was due under a
convertible debenture. The conversion was executed at $0.002 per share ($1.00 per shares after giving
effect to the reverse split), and we did not receive cash upon the conversion of the debenture.  We
relied on the exemptions from registration   provided in Sections 4(2) and 4(6) of the Securities Act of
1933, as amended (the Securities Act) for this issuance because the issuance: did not involve a public
offering and was made without general solicitation or advertising; the investor previously represented
to us that he is an accredited investor, and that he acquired our securities for investment purposes
only and not with a view to, or for resale in connection with, any distribution thereof.

27

2.       
          On November 14, 2009, we issued 24,325,000 shares of our common stock (48,650 shares after giving effect
to the reverse split) upon the conversion of 9,730 shares of our Series D Preferred Stock. The shares of
Series D Preferred Stock were valued at $9,730 and were converted into common stock at a conversion rate
of one share of Series D Preferred Stock for 2,500 shares of common (5 shares after giving effect to the
reverse stock split).  This resulted in a conversion price equal to $.0004 per share of common stock
($0.20 per share after giving effect to the reverse stock split), although we did not receive cash
consideration upon the conversion.  We relied on the exemptions from registration provided in
Sections 4(2) and 4(6) of the Securities Act for this issuance because the issuance: did not involve a
public offering and was made without general solicitation or advertising; the investor previously
represented to us that he is an accredited investor, and that he acquired our securities for
investment purposes only and not with a view to, or for resale in connection with, any distribution
thereof.  Further, because this issuance was made to a non-U.S. person we also relied on Regulation S
for this issuance.

3.       
          On December 3, 2009, we issued 37,500,000 shares of our common stock (75,000 shares after giving effect
to the reverse stock split) upon the conversion of 15,000 shares of our Series D Preferred Stock. The
shares of Series D Preferred Stock were valued at $15,000 and were converted into common stock at a
conversion rate of one share of Series D Preferred Stock for 2,500 shares of common (5 shares after
giving effect to the reverse stock split).  This resulted in a conversion price equal to $.0004 per
share of common stock ($0.20 per share after giving effect to the reverse stock split), although we did
not receive cash consideration upon the conversion.  We relied on the exemptions from registration
provided in Sections 4(2) and 4(6) of the Securities Act for this issuance because the issuance: did not
involve a public offering and was made without general solicitation or advertising; the investor
previously represented to us that it is an accredited investor, and that it acquired our securities
for investment purposes only and not with a view to, or for resale in connection with, any distribution
thereof.

# Item 6.            Selected Financial
Data

Not applicable.

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

# Overview

Historically,
our operations have primarily been focused within the minerals industry in Bolivia and
Nevada, with our focus being on the gold and copper mining prospects and the operation of
gold milling and processing facilities. During fiscal 2008 we suspended our Bolivia
operations and began focusing primarily on our U.S. based business operations and
prospects and, in March 2010 we transferred control of our Bolivian operations to an
unaffiliated third party (although we have temporarily retained ownership). We expect to
complete the disposition of the Bolivian operations in the second quarter of our fiscal
year 2010.

During
the first half of fiscal 2009 our operations were focused primarily on operating the
Jerritt Canyon Mill pursuant to our agreement with Queenstake. However, after Queenstake
purportedly terminated that agreement in June 2009 our focus through the remainder of
fiscal 2009 and subsequently was primarily focused on:

28

|° | Exploring
and pursuing our options with respect to the Gold Bar Mill that we own in Nevada, which
include potentially           refurbishing the mill for active operations, selling the
mill, and/or entering into a joint venture or other business           relationship with
respect to an active gold mining company in the area that may wish to utilize the mill.
|- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|° | Our
on-going litigation with Queenstake USA.
|- | --------------------------------------------

We
generated $3,995,999 in revenues from the operation of the Jerritt Canyon Mill during the
year December 31, 2009, with all of these revenues being generated from January 1, 2009
through June 10, 2009. However, in June 2009 Queenstake USA notified us that it believed
the agreement with respect to the operation of the Jerritt Canyon Mill was terminated, and
as a result we ceased operating the mill on June 10, 2009, and have not generated any
revenues since June 2009. A significant portion of the revenues we generated during fiscal
2009 have not yet been paid by Queenstake USA, and as a result of on our going litigation
with Queenstake USA those amounts may prove not be collectable. We do not expect to
generate any revenues through the Jerritt Canyon Mill during our fiscal 2010, and are
currently not engaged in any revenue producing activities.

Except
for the revenues generated through our prior operation of the Jerritt Canyon Mill, we have
generated only limited operating revenues since November 2004. From our inception, we have
not been profitable and have been severely impacted from a lack of working capital and
financing. Historically, in large part we have financed our operations through the
issuance of debt and equity securities to accredited investors. These issuances have
significantly diluted the interests of our existing shareholders, but have allowed us to
continue portions of our business operations and to meet certain of our administrative
obligations.

# Going Concern 
Presentation of Financial Statements

The consolidated financial statements filed with this Annual Report have been prepared assuming that the
Company will continue as a going concern. Since its inception in the Company has generated limited
revenues and has incurred a net loss of $60,980,351 from inception through December 31, 2009.
Accordingly, the Company has not generated only limited and sporadic cash flow from operations and has
primarily relied upon private placements of its debt and equity securities to fund its operations.  As
of December 31, 2009, the Company had a working capital deficit of $1,649,318.

The
Company is currently exploring its options with respect to the Gold Bar Mill that it owns
in Nevada, and is optimistic that it will be able to identify and execute upon a business
opportunity with respect to the mill. As of the date of this report the Company has
engaged in preliminary discussions with third parties regarding the Gold Bar Mill, but it
has not entered into significant negotiations with any single party nor executed any
binding agreements with any parties.

29

The
Company has also reduced its accounts payable by approximately $275,769 as a result of the
transfer of control of its Bolivian operations, the payment by the unaffiliated third
party of mining claims fees of approximately $103,000, an agreement to pay approximately
$200,000 in current liabilities to Bolivian contractors and employees, and the assumption
by the unaffiliated third party of approximately $143,000 in debt related to the
Companys Bolivian operations. As of the date hereof, the unaffiliated third party
has paid the mining claims fees, but has only paid approximately $100,000 in the
Companys current liabilities.

Identifying
and executing upon a business opportunity will likely require additional outside capital
of which the Company cannot offer any assurance will be available on reasonable terms, if
at all. In the event the Company is unable to successfully identify and act upon a
business opportunity during its 2010 fiscal year, collect funds it believes are due from
Queenstake USA, or otherwise raise capital, the Company may not have sufficient working
capital to operate during the next fiscal year. These conditions raise substantial doubt
about the Companys ability to continue as a going concern.

# Liquidity and capital
resources

Our
working capital deficit for at least the past five years has limited our ability to expand
our operations and fully pursue our business plan. The following table sets forth our
working capital deficit at December 31, 2009 and 2008. This table does not reflect any
beneficial impact as a result of the transfer of control (and ultimate sale) of the
Companys Bolivian assets which has not yet been completed (and there can be no
assurance that the transaction will be completed):

|                          |              |             
|------------------------- | ------------ | ------------
|Years ended December 31,  | 2009         | 2008        
|Cash & cash equivalents   | $    $2,029  | $   $54,883 
|Net accounts receivable   | 1,178,463    | 84,482      
|Prepaid expenses          | 53,961       | 70,027      
|Current Assets            | 1,234,453    | 209.392     
|Current Liabilities       | (2,883,771)  | (1,326,991) 
|Working Capital (Deficit) | $(1,649,318) | $(1,117,599)

As of December 31, 2009, our net accounts receivable represented approximately 95% of our current
assets.  These net accounts receivable represent amounts we believe are due and owing to us from
Queenstake USA for the reimbursement of expenses related to our operation of the Jerritt Canyon Mill as
well as our cost-plus administration fee. As of December 31, 2009, these accounts receivable totaled
$2,053,904, however we deducted $875,441 for an allowance for uncollectible accounts which resulted in a
net receivable of $1,178,463 being reported in our balance sheet.

Although
we are in litigation with Queenstake USA, we have filed a mechanics lien for the
full amount that we believe is due. We believe that when the litigation is fully
adjudicated, we will be entitled to the full amount due. However, because of the uncertain
and time-consuming nature of litigation in general and this litigation in particular, we
cannot offer any assurance that we will be able to collect any amounts we believe are due
from Queenstake USA in the near future; and in fact there is a risk that we may not be
able to collect any portion of the amount due. Consequently, we have taken an allowance
for bad debt in the event we are unable to collect the full amount, and we will likely
take further allowances as time passes and if our efforts to collect these funds are
unsuccessful or if our legal and collection efforts take longer than expected. Without
including that receivable, our current assets at December 31, 2009, would be approximately
$56,000, which would have resulted in a working capital deficit of approximately
$2,960,000.

30

Property and equipment

As
of December 31, 2009 the value of our property and equipment reported on our balance sheet
decreased to $4,373,983 as compared to $5,914,522 at December 31, 2008. In part this was
caused by the decrease of $236,927 of mining equipment to $496,426 as of December 31,
2009. This decrease was the result of the suspension of our operations at our former C
Zone mine and processing mill in eastern Bolivia in late 2008 and the disposition of
certain pieces of equipment during fiscal 2009. As described above, these Bolivian assets
are in the process of being sold to an unaffiliated third party (although there can be no
assurance that the transaction will be completed).  This sale of Bolivian operations occurred during
February 2010.  As the sale price designated a value of our Bolivian assets we impaired our assets
to the level of consideration to be received for the sale which is $200,000 to be paid in
Bolivia, $50,000 paid in the United States and the assumption of $143,000 in US liabilities.  The
result was an impairment expense of $1,196,070.

|                                                   |            |           
|-------------------------------------------------- | ---------- | ----------
|Years ended December 31,                           | 2009       | 2008      
|Mining equipment                                   | $496,426   | $733,353  
|Gold Bar Mill and Plant - idle                     | 3,980,000  | 3,980,000 
|Mine development costs                             | 752,339    | 752,339   
|Mining properties                                  | 1,372,977  | 1,414,997 
|Office equipment                                   | 57,657     | 137,356   
|Vehicles                                           | -          | 116,182   
|Accumulated depreciation, depletion and impairment | 2,285,417  | 1,219,705 
|Fixed assets net                                   | $4,373,983 | $5,914,522

Capital commitments

Our capital commitments are set out
below:

|                                       |            |                  |               |              
|-------------------------------------- | ---------- | ---------------- | ------------- | -------------
|Contractual Cash Obligations           | Total      | Less than 1 year | 1 to 3 years  | 3 to 5 years 
|Accounts payable and accrued expenses+ | $1,733,283 | $1,733,283       | $           - | $           -
|Deferred wages+                        | 276,770    | 276,770          | -             | -            
|Other notes payable                    | 508,909    | 508,909          | -             | -            
|Related party payable                  | 75,000     | 75,000           | -             | -            
|Accrued interest                       | 187,035    | 187,035          | -             | -            
|Debentures payable                     | 127,000    | 127,000          | -             | -            
|Mining claim fees *                    | 112,000    | 112,000          | -             | -            
|Building leases                        | 3,814      | 3,814            | -             | -            
|Total contractual cash obligations     | $3,023,811 | $3,023,811       | -             | -            

31

|+ | Of
the accounts payable and deferred wages, approximately $192,693, and $82,093 relate to
the Company's Bolivian operations          which, if the transaction with the
unaffiliated third party is completed (of which there can be no assurance), will be paid
         or assumed by the unaffiliated third party and will no longer be an obligation
of the Company.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|* | Although
the mining claim fees were an obligation of the Company as of December 31, 2010, these
were paid by an unaffiliated          third party in connection with the transfer to that
third party of control over the Company's Bolivian assets.  This          transaction has
not yet been completed, and the Company still retains ownership over these assets.
|- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Further
disclosure regarding certain of our capital commitments and fiscal obligations are
summarized below. Many of the below obligations are past due, and we likely will not be
able to timely pay others that become due in the near future. Should we be unable to
engage in revenue producing operations, or raise additional funding from outside
investors, industry participants, or other sources, we will attempt to negotiate
extensions to certain of our obligations or take other actions to try to satisfy our
obligations and protect our interest in our remaining assets. There is no assurance that
we will be successful in financing our business operations by these means Further, as a
result of Queenstake USAs purported termination of the operating agreement for the
Jerritt Canyon Mill, we are not currently engaged in any operations that produce revenues
and (therefore) we do not expect to receive any revenues from operations in the near
future.

Accounts
Payable and Accrued Expenses Our accounts payable and accrued expenses
totaled $1,733,283 as of December 31, 2009, which includes trade payables and general
obligations. These obligations will either become due within the next month, are currently
due, or are in some cases more than 90 days past due. Of this amount, $143,000 is being assigned
to the buyer of our Bolivian operations.

Of
the total accounts payable amount, $1,178,463 is related to accounts and wages payable we
incurred as the operator of the Jerritt Canyon Mill. We are reliant on payments from
Queenstake USA to meet these obligations. At the time of this filing, we believe
Queenstake USA owes us $2,053,905 (an amount which, for financial accounting purposes, we
have written down by $875,441 to $1,178,463 through bad debt allowances to reflect the
risk of non-collection). Queenstake USA has not made payments to us to cover these
obligations that we incurred on their behalf, and given that we are currently in
litigation with Queenstake USA we cannot predict when (if ever) we will receive payment
from Queenstake USA.

We
have filed a mechanics lien against the Jerritt Canyon Mill and have asserted claims
against Queenstake USA in the Fourth Judicial District Court of the state of Nevada for
Elko County in an effort to obtain payment to retire these obligations. We do not expect
to receive the cash for the amounts we believe are due from Queenstake USA until the
litigation is resolved, and assuming the litigation is resolved in our favor, then only to
the extent that Queenstake USA is capable of making payment to us, or to the extent we are
able to hold its corporate parent liable for its debts. Alternatively, we may seek to
collect amounts due from Queenstake USA by foreclosing on our mechanics lien.

32

It
should be noted that the production costs incurred during the year ended December 31, 2009
were greater than the amount of cash that we actually received from Queenstake USA
(although less than the total amount we believe is due to us). We have an obligation to
pay these expenses notwithstanding Queenstake USAs failure to make payment to us.

Deferred
Wages Deferred wages are obligations payable in cash that consist of
$179,615 owed to officers, plus additional payroll taxes of $15,062, and $82,092 owed to
employees in Bolivia.

Notes
Payable The following notes were payable and past due as of December 31,
2009, or mature in the next three months but which we are not likely to be able to pay:

|(a) | A note in the face amount of $220,000 payable to Casco Credit with an interest
          rate of 12%, which matured on March 24, 2009. We did not pay this note when it
          was due. The creditor has not yet demanded payment or declared default. At the
          option of the holder, the holder may declare a default which will result in the
          note beginning to accrue interest at a default rate of 5% per month This note is
          secured by our Gold Bar Mill, and if the creditor declares a default the holder
          could attempt to foreclose against this asset. As of December 31, 2009, we had
          accrued $108,421 in interest on this note.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(b) | A note in the face amount of $33,000 payable to Casco Credit with and interest rate of 12%, which
matured on February 21, 2010.  We did not pay this note when it was due.  The creditor has not yet
demanded payment or declared default.  At the option of the holder, the holder may declare a default
which will result in the note beginning to accrue interest at a default rate of 5% per month.  This note
is secured by our Gold Bar Mill, and if the creditor declares a default the holder attempt to foreclose
against this asset.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(c) | A note in the face amount of $70,909 payable to Edmundo Arauz with an interest rate of 8% per annum which
matures on December 31, 2010.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------

|(d) | A note totaling $15,000 payable to John Saunders with an interest rate of 8% per annum which
         matured on March 31, 2010.   We were unable to pay this amount when it became due.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(e) | A note payable to Lonestar Equity Group with an interest rate of 8% maturing on December 31,
         2009. On June 30, 2009 this note was converted into 5,500 shares of our Series D preferred
         stock.  On December 24, 2009 we entered into a new note with Lonestar Equity Group upon the
         receipt of $170,000 in cash. This note carries an interest rate of 8% per annum and matures on
         December 31, 2010.
|--- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

33

Related
Party Payable -Effective February 6, 2007 we issued Tracy Madsen, our Chief Financial Officer a promissory note to
cover the payment of contractual retention bonuses payable that we originally intended to pay through
the issuance of our common stock.  This note originally was for $50,000, had a term of 2 years, and was
convertible into 5,555,555 shares of our common stock at the closing price for our common stock on
February 6, 2007, which was $.009  (post reverse stock split, this equaled 11,112 shares of our common
stock.)  As the market price and the conversion price on the date of commitment were the same, no
beneficial conversion feature was applied. Our Board of Directors elected to use a convertible
promissory note to meet this retention bonus commitment because in large part because we did not have
sufficient amount of common stock available for issuance. On April 1, 2009 an additional $25,000 in
stock owing to Mr. Madsen (27,777,778 shares, equivalent to 55,556 shares after giving effect to the
reverse stock split) was added to this note for a total $75,000. This note has been extended until April
30, 2010. As of December 31, 2009 we had accrued $13,076 in interest on this note.

Debentures Payable - As of December
31, 2009, we had three convertible debentures outstanding totaling $127,000.  Each of
these debentures carries an interest rate of 8% per annum payable at maturity.  Two of
these debentures matured on May 16, 2010 and July 7, 2010 and the other debenture in the
face amount of $52,000 matured on March 19, 2010. By their terms each debenture, and its
accrued interest, is convertible into restricted shares of our common stock.  These
debentures are convertible into a total of 149,412,000 shares of our restricted common
stock (298,824 shares after giving effect to the reverse stock split).

As these debentures carry a
conversion rate that is less the than market rate the rules of beneficial conversion
apply.  The difference between the conversion rate and the market rate is classified as a
discount on the debentures and accreted over the term of the debenture.  The aggregate
face amount of the outstanding debentures is $127,000.  On the balance sheet they have
been discounted by $31,750 to $95,250.  The discounted amount is accreted over the term
of the debenture or in its entirety if the debenture is converted during the term.
 During the year ended December 31, 2009, $182,645 was accreted to financing costs.

Accrued
Interest Our obligation to pay accrued interest on the notes, related party
payable, and convertible debentures totaled $187,035 as of December 31, 2009. Interest on
these notes is expensed each quarter and accrued.

Leases
We have an obligation for monthly lease payments of $1,619 for our Salt Lake
City, Utah office. This lease runs through July 31, 2010. We have the option to cancel the
remaining lease term by paying of one additional months rent. Additionally, as of
December 31, 2009 wd have an obligation to make monthly lease payments of $188 per month
for our Santa Cruz, Bolivia office on a month-to-month basis. As of December 31, 2009 we
were also obligated to pay $200 per month for our Santa Cruz, Bolivia warehouse rent on a
month-to-month basis.

Bolivian
Obligations As of December 31, 2009 we had an obligation to pay to the
Bolivian government mining claim fees for 2009 and 2010 in the amount of $112,000. On
February 28, 2010, an unaffiliated third party paid $112,000_ to the Bolivian government
for these claims fees as part of the transaction to transfer control of our Bolivian
assets and operations to the third party.

Livstar
Management Services Obligation We have an obligation to pay Livstar
Management Services (Livstar), 5% of the compensation (not including reimbursement of
expenses incurred) we received pursuant to the mill operating agreement with Queenstake
USA. As of December 31, 2009, we owed Livstar $37,076 which is included in our accounts
payable. These amounts are only payable upon receipt of payment from Queenstake USA.

34

Blane
Wilson Obligation We have an obligation to pay Blane Wilson, our Chief
Operating Officer, 3% of the compensation (not including reimbursement of expenses
incurred) we receive pursuant to our agreement with Queenstake USA, and 3% of any revenues
that may be generated from our Nevada Gold Bar Mill. As of December 31, 2009, we owed Mr.
Wilson $28,646 under this arrangement, which is included in our accounts payable. The
amounts currently due to Mr. Wilson are only payable upon receipt of payment from
Queenstake USA.

Harlan
DeLozier Obligation  While it is not a cash obligation, we have a commitment to
issue $75,000 in stock to Harlan (Mac) DeLozier for the years 2006, 2007 and 2008. Mr.
DeLozier is our Vice President of Bolivian Operations and a member of our Board of
Directors. Additionally, as of December 31, 2009 we have accrued $11,403 in interest on
this stock payable as we currently do not have sufficient shares to satisfy this
obligation.

Stockholders Equity

Stockholders
equity decreased by $2,060,653 to $2,639,665 as of December 31, 2009, from $4,700,317 as
of December 31, 2008. The decrease in stockholders equity was the result of our net
loss due primarily to the purported termination of our agreement with Queenstake USA to
operate the Jerritt Canyon Mill and the impairment of our Bolivian assets related to the sale
of our Bolivian operations during February 2010.

# Results of operations

Since
commencing operations, our general, administrative and other costs have exceeded the
revenues we have generated through operations. As described above, in large part we have
been dependent on loans from affiliated and unaffiliated parties and sales of our debt and
equity securities, to meet certain of our working capital obligations and to finance our
continuing operating losses. Our current lack of revenue producing activities may hamper
our ability to raise capital from these sources.

The
following sets forth certain information regarding our results of operations as of
December 31, 2009 and 2008.

|                                                 |             |            
|------------------------------------------------ | ----------- | -----------
|Years ended December 31,                         | 2009        | 2008       
|Revenues                                         | $3,995,999  | $596,443   
|Production costs                                 | (3,201,983) | (498,741)  
|Exploration & development costs                  | (171,506)   | (174,710)  
|General and administrative                       | (1,093,043) | (1,175,540)
|Bad Debt                                         | (875,441)   | -          
|Depreciation and depletion                       | (58,265)    | (21,381)   
|Operating (loss)                                 | (1,404,239) | (1,273,929)
|Interest expense                                 | (177,839)   | (156,193)  
|Gain (Loss) on sale of fixed assets              | (51,633)    | 13,096     
|Asset impairment                                 | (1,196,070) | (246,845)  
|Financing cost                                   | (351,866)   | -          
|Gain (loss on valuation of derivative liability) | -           | (222,554)  
|Other income (loss)                              | (250,898)   | 130,043    
|Net (loss)                                       | (3,432,545) | (1,756,382)

35

Our
operations have resulted in significant losses and negative cash flow from operations
during approximately the past five years as we have invested in exploration on our mining
concessions, and in property acquisitions.

Of
the foregoing, approximately 25% of the Net Loss relates to our Bolivian operations which
will be treated as discontinued operations on future filings.

Revenues.  
During the year ended December 31, 2009, we generated revenues of $3,995,999 compared to
$596,443 in revenue during the same 2008 period. All revenues generated during years ended
December 31, 2009 and 2008, stemmed from our mill operating agreement with Queenstake USA
for maintenance and milling operations at the Jerritt Canyon Mill. We began recognizing
revenues for services we performed pursuant to this agreement in the fourth quarter of
2008; and all revenues during our 2009 fiscal year were recognized for services performed
up until Queenstake USAs purported termination of the agreement in June 2009. Of the
total revenues generated during the year ended December 31, 2009, $3,141,894 were expenses
we incurred on behalf of Queenstake USA and $854,105 were related to our fee for services
provided.

Of the revenues reported for our 2009 fiscal year, we only collected approximately $1.1 million of these
revenues from Queenstake USA.  Our balance sheet reflects an accounts payable of $1,178,463, which is
comprised of $2,053,904 funds we believe are due from Queenstake USA less an allowance for uncollectable
accounts of $875,441. We currently are in litigation with Queenstake USA and do not expect to receive
the cash for the amount due until the litigation is resolved, and then only to the extent the litigation
is resolved in our favor and that Queenstake USA is capable of making payment to us, or to the extent we
are able to hold its parent corporation liable for its debts.  To the extent that we do not receive the
cash payments from or through Queenstake USA timely, we will likely have to write the collectible
balance to zero and reverse the accounting entry into income  which will reduce our revenues during our
2009 fiscal year by $1,178,463.

Production
Costs. During the year ended December 31, 2009, our cost of goods sold totaled
$3,201,983 all of which related to expenses at incurred for the operation of the Jerritt
Canyon Mill.  The production costs we incurred during the 2009 fiscal year were
greater than the amount of cash we received from Queenstake USA (although our production
costs were less than the aggregate amount that we believe is due to us). We have an
obligation to pay these expenses notwithstanding Queenstake USAs failure to make
payment to us.

Exploration
and Development Expenses. Our exploration and development costs decreased by $3,204 to
$171,506 for the year ended December 31, 2009, from $174,710 for our 2008 fiscal
year.  Exploration and development costs decreased during fiscal 2009 primarily as a
result of our discontinuation of operations at the C Zone in Bolivia in late 2008.
Additionally, although we were engaged in operations at the Jerritt Canyon Mill during
fiscal 2009 these operations (which began in September 2008) ceased in June 2009.

36

General
& Administrative Expenses. General and administrative expenses decreased by
$82,497 to $1,033,043 for year ended December 31, 2009, from $1,115,540 during our 2008
fiscal year. The decrease in our general administrative expense during 2009 is primarily
attributable to the suspension of our Bolivian operations in late 2008 which included
the reduction of our Bolivian staff.

Bad
Debt Expense. Bad debt expense increased to $875,441 during the year ended December
31, 2009 from $0 during same 2008 period. This increase in bad debt was the result of an
allowance for uncollectible Queenstake receivables of $875,441. Due to the suspension of
our contract with Queenstake Resources USA and the subsequent lawsuit, we may not be able
to collect all funds that we believe are owed to us under the operating agreement. We have
entered an allowance for uncollectible receivables in the amount to account for the risk
of this uncertainty. While we are hopeful that we will recover payment for amounts we
believe are owed to us by Queenstake USA, we have taken an allowance for bad debt in the
event we are unable to collect the full amount. Especially given the unpredictable and
time consuming nature of litigation, we cannot guarantee that we will be able to recover
any funds we believe are due to us from Queenstake USA in 2010 (or ever), and we may
increase our allowance for bad debt in the future if our efforts to collect these funds
are unsuccessful or if our legal and collection efforts take longer than expected.

Depreciation
and Depletion Expenses.  Depreciation and depletion increased by $36,884 to
$58,265 during the year ended December 31, 2009, from $21,381 during our 2008 fiscal
year.  This increase was due to the sale and disposition of certain fixed assets
in Bolivia related to our suspension of operations.

Operating
Loss.  Our Operating loss increased by $130,310, to $1,344,239 for the
year ended December 31, 2009, from an operating loss of $1,213,929 for the 2008 fiscal
year.  The increased loss was primarily due to the significant amount of operating
costs we incurred as a result of our operation of the Jerritt Canyon Mill until June 2009.
During 2009 our operating income was dependent on our ability to recognize revenues from
our operation of the Jerritt Canyon Mill. If the amounts that we believe are to us from
Queenstake USA prove not to be collectible, or as a result of the on-going delay in
collecting these funds, we may not be able to recognize all of the amounts that reported
on our statement of operations as revenues. Such a restatement of financial statements (if
required) would increase our operating loss for the 2009 fiscal year by $1,178,463.

Interest
Expense.  Interest expense for the year ended December 31, 2009, increased by
$21,646 to $177,839, from $156,193 during the same 2008 period.  The increase was
primarily due to the default interest accrued on certain notes that matured and were not
paid in accordance with their terms.

Loss
on Sale of Assets.  During the year ended December 31, 2009, we incurred a net
loss $51,633 from the sale and disposition of assets in Bolivia. This resulted from a gain
of $65,228 on certain fixed assets retired offset by a $116,862 loss on the retirement of
other fixed assets. During the 2008 fiscal year there was a $13,096 gain on the sale of
fixed assets.

37

Asset
impairment.  The sale of Bolivian operations occurred during February 2010.  As the sale
price designated a value of our Bolivian assets, we impaired our assets to the level of
consideration to be received for the sale which is $200,000 to be paid in Bolivia,
$50,000 paid in the United States and the assumption of $143,000 in US liabilities.  The
result was an impairment expense of $1,96,070.

Financing Costs. During the year ended December 31, 2009, we incurred $351,866 in costs related to the accretion of the
discount on debentures, convertible notes payable and stock issued to satisfy debts compared to $246,845
during the 2008 fiscal year.  As of December 31, 2009, we had three convertible debentures outstanding
totaling $127,000.    Each of these debentures carries an interest rate of 8% per annum payable at
maturity; two of these debentures mature on May 16, 2010 and July 7, 2010, and the third matured on
March 19, 2010.   These debentures are convertible into 149,412,000 shares (298,824 shares after giving
effect to the reverse split) of our restricted common stock. As these debentures carry a conversion rate
that is less than market rate the rules of beneficial conversion apply.  The difference between the
conversion rate and the market rate is classified as a discount on the note and accreted over the term
of the debenture, which with respect to these debentures is 24 months The face amount of the four
outstanding debentures is $127,000.  On the balance sheet they have been discounted by $31,750 to
$95,250.  The discounted amount is accreted over the twenty-four month period or in its entirety if the
debenture is converted during the term.  During the year ended December 31, 2009, $182,645 was accreted
to financing costs.

Other
Net Expenses and Income.  Other expenses net of other income for the year ended
December 31, 2009, were $250,898 compared to other income of $130,043 during the same 2008
period. This increase in other expenses was primarily the result of the incurred loss of
$117,263 related to currency fluctuations associated with the revaluation of fixed assets
in Bolivia.

Net
Loss.  Net loss for year ended December 31,, 2009, increased by $714,974 to
$2,411,356 from $1,696,382 during the same 2008 period.  The increase was primarily
due to our allowance for uncollectible receivables totaling $875,441 and the expense taken
for currency fluctuations related to the revaluation of fixed assets in Bolivia totaling
$117,263 and loss on valuation of derivative liability of $234,881.

# Cash

Historically,
we have been able to meet our certain of our working capital obligations and cover our net
loss through the issuance of equity and debt securities for cash and services. By
deducting certain other non-cash expenses, our cash flows from operating activities were
($975,055) in 2009 and ($554,447) in 2008. During fiscal 2008 we invested $542,187 in
property and equipment whereas in fiscal 2009, as a result of the suspension (and then
termination) of our Bolivian operations, we had proceeds of 252,047 from the disposition
of property and equipment. Net cash flows provided by our financing activities totaled
$667,154 in fiscal 2009 and $1,148,775 in 2008.

Our
cash decreased to $2,029 as of December 31, 2009 from $54,883 in 2008, as during the year
we utilized our limited cash on hand to help us pay certain of our obligations.

To
help us address our lack of liquidity historically (including during 2009) we have relied
in large part on the issuances of our debt and equity securities to fund our operations.
Further, we have relied on certain persons accepting our securities for payment in lieu of
cash in consideration for services provided to us and to help us acquire certain assets.
We expect that during 2010 we will have to continue to rely on the issuances of our debt
and equity securities to help us fund our operations. Our ability to continue to use our
debt and equity securities for those purposes is dependent on several factors, including
the price of our common stock (which has been extremely low for the past several years),
the trading volume of our common stock, and our ability to comply with federal and
applicable state securities laws.

From
time-to-time, to help us address our lack of liquidity our officers have deferred the
payment of a portion their salaries, and have advanced funds to us on a short-term basis
to conserve and/or provide cash for corporate purposes. As of December 31, 2009 we had:

38

|o | $75,000
in notes payable to our directors and officers.
|- | -------------------------------------------------------

|o | $75,000
in stock payable to an officer and director.
|- | ----------------------------------------------------

|o | As
of December 31, 2009 total deferred salary due to our officers and employees was $276,770.
|- | ---------------------------------------------------------------------------------------------

# Stock based compensation

As of December 31, 2009, we had issued 101,915,194 in options (exercisable at a weighted average price
of $.0039 per share) to Blane Wilson (exercisable at a weighted average price of $1.96 per share for
203,829 shares after giving effect to the reverse split ) our Chief Operating Officer as part of is
employment agreement.  The non-cash cost that we incurred as a result of the issuance of these options
was $87,800 in 2008 and $82,619 during 2009.

On October 7, 2009 the Company adopted the Golden Eagle International, Inc. Revised 2009 Equity
Incentive Plan (the Revised Plan ) and on that same date granted options utilizing that plan.  The
Revised Plan, and all options granted pursuant to it, was subject to consideration and approval by our
shareholders.  As these options had not been approved by the shareholders as of December 31, 2009, we
did not impute and no-cash cost related to the issuance of these options.  At our March 23, 2010 special
meeting of shareholders, the adoption of the Revised Plan was approved by our shareholders.  We have not
yet calculated the non-cash impact of these options.

# Off-balance sheet
arrangements

We
have no significant off-balance sheet arrangements that have or are reasonably likely to
have a current or future effect on our financial condition, changes in financial
condition, revenues or expenses, results of operations, liquidity, capital expenditures or
capital resources that are material to our stockholders.

# Item 7A. Quantitative
and Qualitative disclosures about Market Risk

Not applicable.  We do not presently invest or otherwise engage in market risk sensitive instruments.

39

# Item 8. Financial
statements and supplementary data

The
disclosure required by this item are contained on pages F-1 through F-29.

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

During
the last two fiscal years we have not had any disagreements with our accountants and
auditors on any matters of accounting principles, practices or financial statement
disclosures.

# Item 9A(T). Controls and
procedures

# Disclosure Controls and
Procedures

As
of December 31, 2009, we have carried out an evaluation under the supervision of, and with
the participation of our Chief Executive Officer and our Chief Financial Officer, of the
effectiveness of the design and operation of our disclosure controls and procedures
pursuant to Rule 13a-15(e) under the Securities and Exchange Act of 1934, as amended.
Based on the evaluation as of October 31, 2009, our Chief Executive Officer and Chief
Financial Officer have concluded that our disclosure controls and procedures (as defined
in Rules 13a-15(e)) under the Securities Exchange Act of 1934) may not have been effective due to significant deficiencies, and possible material weaknesses in our
control systems.  Due to the inherent limitations in all control systems, no evaluation of controls can provide absolute assurance that all control issues, if any, have
been detected.  To address potential deficiencies and potential material weaknesses, we performed additional analysis in an effort to ensure that our restated consolidated
financial statements included in this report have been prepared in accordance with generally accepted accounting principles.  Accordingly, we believe that the financial
statements included in this report fairly present in all material respects our financial condition, results of operations and cash flows for the periods presented.

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 is 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 is accumulated and communicated to our management, including our
principal executive officer and our principal financial officer, as appropriate, to allow
timely decisions regarding required disclosure.

# Internal Control Over
Financial Reporting

Internal
control over financial reporting refers to the process designed by, or under the
supervision of, our Chief Executive Officer and Chief Financial Officer, and effected by
our Board of Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally accepted accounting
principles, and includes those policies and procedures that:

|o | Pertain
to the maintenance of records that in reasonable detail accurately and fairly reflect the
transactions and                  dispositions of our assets;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------

|o | Provide
reasonable assurance that transactions are recorded as necessary to permit preparation of
financial statements in                  accordance with generally accepted accounting
principles, and that our receipts and expenditures are being made only
                 in accordance with authorization of our management and directors; and
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

40

|o | Provide
reasonable assurance regarding prevention or timely detection of unauthorized
acquisitions, use or disposition of                  our assets that could have a
material effect on the financial statements.
|- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Internal
control over financial reporting cannot provide absolute assurance of achieving financial
reporting objectives because of its inherent limitations.  It is a process that
involves human diligence and compliance and is subject to lapses in judgment and
breakdowns resulting from human failures.  It also can be circumvented by collusion
or improper management override.

Because
of such limitations, there is a risk that material misstatements may not be prevented or
detected on a timely basis by internal control over financial reporting.  However,
these inherent limitations are known features of the financial reporting process. 
Therefore, it is possible to design into the process certain safeguards to reduce, though
not eliminate, this risk.  Management is responsible for establishing and maintaining
adequate internal control over our financial reporting.

Management
has used the framework set forth in the report entitled Internal Control 
Integrated Framework published by the Committee of Sponsoring Organizations of the
Treadway Commission, known as COSO, to evaluate the effectiveness of our internal control
over financial reporting.  Based upon this assessment, management has concluded that
our internal control over financial reporting was effective as of and for the year ended
December 31, 2009.

This
Annual Report on Form 10-K does not include an attestation report of the Companys
independent registered public accounting firm regarding internal control over financial
reporting. Managements report was not subject to attestation by the Companys
independent registered public accounting firm pursuant to rules of the Securities and
Exchange Commission that permit the Company to provide only managements report in
this Annual Report on Form 10-K.

There
were no changes in our internal control over financial reporting during the quarter ending
December 31, 2009 that materially affected, or were reasonably likely to materially
affect, our internal control over financial reporting.

# Item 9B Other information

In
February 2010 our Chief Operating Officer Blane Wilson was appointed as Executive Mining
Advisor, Nevada Operations, by Klondex Mines Ltd. (KDX). In that capacity Mr.
Wilson will oversee KDXs underground mining program at its Fire Creek high-grade
gold deposit. However, Mr. Wilson will continue to serve as Golden Eagles COO,
pursuant to his existing employment agreement with his primary focus on development
efforts for the Companys Gold Bar Mill located in Nevada.

41

# Part III

# Item 10. Directors,
Executive Officers and Corporate Governance

# Identification of
Directors and Executive Officers:

The
below table sets forth certain information concerning the persons serving as our directors
and executive officers (including of our subsidiaries) as of December 31, 2009. Executive
officers are appointed by the Board of Directors. Each such officer holds office for one
year or until a successor has been duly appointed, and qualified or until death,
resignation or removal. Except for Messrs. Wilson who entered into an employment agreement
upon being appointed as our Chief Operation Officer, no arrangement exists between any of
our executive officers and directors pursuant to which any one of those persons was
elected or appointed to such office or position. Further, no family relationships exist
among the officers and directors. Directors hold office until the next meeting of
shareholders and until a successor is elected and qualified, or until their resignation.

|Name                                                                                          | Age | Position                                                                                                                          | Term of Office                 
|--------------------------------------------------------------------------------------------- | --- | --------------------------------------------------------------------------------------------------------------------------------- | -------------------------------
|Terry C. Turner (1)                                                                           | 57  | Chairman of the Board of
                                    Directors, President & CEO                                           | 2/14/97-present                
|Alvaro Riveros                                                                                | 67  | Director                                                                                                                          | 1/5/04-present                 
|Harlan M. (Mac)
                                                             DeLozier, II (2) | 66  | Director
                    Vice President Bolivian Administration                                                               | 9/28/06- present3/1/97- present
|                                                                                              |     |                                                                                                                                   |                                
|Tracy A. Madsen(3)                                                                            | 48  | Secretary/Treasurer/CFO/
                                    Vice President US
                                    Administration | 2/13/03-present                
|Blane W. Wilson                                                                               | 47  | Chief Operating Officer                                                                                                           | 4/18/08-present                

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

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

(3)       
          Mr. Madsen resigned as our Corporate Secretary/Treasurer, Vice President for
          U.S. Administration and Chief Financial Officer on August 15, 2006. However, on
          November 14, 2006, Mr. Madsen was reappointed to the same positions that he held
          prior to his resignation.

(4)       
          With our consent, Klondex Mines, Ltd. has appointed Mr. Wilson as its Executive
          Mining Advisor, Nevada Operations. Mr. Wilson is continuing to work for and
          receive (or accrue) salary from us under his existing employment agreement dated
          April 18, 2008, but is also receiving salary from Klondex for his work for
          Klondex.

42

Terry
C. Turner, was appointed to the Board of Directors and as our President and
Chief Executive Officer on February 14, 1997. In 1977, Mr. Turner received a B.A. in
Political Science and a B.A. in Spanish 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 District of Columbia Bar, the American Bar Association, the
Inter-American Bar Association and the International 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 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 mining and international law. From January 1996, until
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.

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 former Cangalli gold recovery plant and mine. Mr. Riveros
was the president of EDICOM president from 2002 until 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.

43

Harlan
M. (Mac) DeLozier II, Director,was appointed as our Vice President for
Bolivian Administration 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 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 MBA 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.

Blane
W. Wilson was appointed as our Chief Operating Officer on April 18, 2008.
With our consent, effective March 2, 2010, Klondex Mines, Ltd. appointed Mr. Wilson as its
Executive Mining Advisor, Nevada Operations. Mr. Wilson has 24 years of experience
managing milling and processing operations in the mining industry. He previously was
Corporate Operations Manager for the Queenstake Resources USAs Jerritt Canyon gold
mine. Mr. Wilson was at the Jerritt Canyon operation for 19 years in various positions,
including: Mill Foreman, Process Superintendent and Process Manager. Since 1981, the
Jerritt Canyon mine has produced more than 8 million troy ounces of gold. At the Jerritt
Canyon mine, Mr. Wilson oversaw a $33 million annual budget and managed a workforce of 154
personnel. He also served on our Technical Advisory Board since February of 2008 and
advised us in the past on various potential projects involving our Gold Bar mill located
in Nevada.

# Board of Directors
 Composition

Our
Board of Directors seeks to ensure that it is composed of members whose particular
experience, qualifications, attributes, and skills, when taken together, will allow the
Board of Directors to satisfy its oversight obligations effectively. Currently, the
Company does not have a separate nominating committee as it does not believe that given
the small size of the Company and its limited resources and personnel that such a
committee is warranted. Currently the Board of Directors as a whole is in charge of
identifying and appointing appropriate persons to add to the Board of Directors when
necessary. In identifying Board candidates it is the Boards goal to identify persons
whom it believes have appropriate expertise and experience to contribute to the oversight
of a company of Golden Eagles nature while also reviewing other appropriate factors.

44

The
Company believes that each of the persons that currently comprise its Board of Directors
have the experience, qualifications and attributes and skills taken as a whole to enable
the Board of Directors to satisfy its oversight responsibilities effectively. In
particular, we believe that because of Mr. Turners significant experience in the
mining industry (both domestically and in South America), as well as his broad legal
experience in the mining sector, that he is a valuable member of our Board of Directors.
Also, at the time of his appointment to our Board of Directors, based on Mr. Riveros
experience as an engineer, and with significant experience with the South American mining
industry, we believed he would make valuable contributions to our Board of Directors.
Finally, with respect to Mr. DeLozier, his various business experiences in Bolivia,
including experience in the gold mining industry, were considered when he was appointed to
the Board of Directors.

# Involvement in certain
legal proceedings

During
the past ten years, no present director or executive officer of the Company has been the
subject matter of any of the following legal proceedings that are required to be disclosed
pursuant to Item 401(f) of Regulation S-K including: (a) any bankruptcy petition
filed by or against any business of which such person was a general partner or executive
officer either at the time of the bankruptcy or within two years prior to that time;
(b) any criminal convictions; (c) any order, judgment, or decree permanently or
temporarily enjoining, barring, suspending or otherwise limiting his involvement in any
type of business, securities or banking activities; (d) any finding by a court, the
SEC or the CFTC to have violated a federal or state securities or commodities law, any law
or regulation respecting financial institutions or insurance companies, or any law or
regulation prohibiting mail or wire fraud; or (e) any sanction or order of any
self-regulatory organization or registered entity or equivalent exchange, association or
entity. Further, no such legal proceedings are believed to be contemplated by governmental
authorities against any director or executive officer.

# Compliance with Section
16(a) of the Exchange Act

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 us 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, 2009, with the
exception of: (a) Blane Wilson, our Chief Operating Officer who did not file Form 4s
reflecting his receipt of four separate option grants; (b) Golden Eagle Mineral Holdings,
Inc. did not file a Form 4 reporting its acquisition of one share of our Series C
Preferred Stock, and did not file a Form 4 reporting its acquisition of shares of our
Series D Preferred Stock; and (c) Edmundo Arauz did not file a Form 3 after acquiring
shares of our Series D Preferred Stock.

45

# Code of Ethics

We
adopted a Code of Ethics on March 23, 2004, 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
our 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. A copy of our Code of Ethics is available to any person, without
charge, by faxing a request to our Chief Financial Officer at our corporate offices at
(801) 619-1747.

# Nominating Procedures

We
have not changed our nominating procedures during the past fiscal year or subsequently. We
do not have a nominating committee and, as a result, the Board of Directors as a whole
performs the functions of the nominating committee and directs and oversees the process by
which individuals may be nominated to our Board of Directors.

The
Board of Directors will consider nominees proposed by our shareholders. To recommend a
prospective nominee for the Board of Directors consideration, you may submit the
candidates name by delivering notice in writing to the Board of Directors at
t.turner@geii.com or via first class U.S. mail, at the Companys address.

A
shareholder nomination submitted to the Board of Directors must include at least the
following information (and can include such other information the person submitting the
recommendation desires to include), and to be timely must be submitted to us by the date
mentioned in the most recent proxy statement under the heading Proposal From
Shareholders or as disclosed in other reports filed with the Securities and
Exchange Commission where the annual meeting has been changed as contemplated in SEC Rule
14a-8(e), Question 5:

|(i) | The
name, address, telephone number, fax number and e-mail address of the person submitting
the          recommendation;
|--- | ------------------------------------------------------------------------------------------------------------------------

|(ii) | The
number of shares and description of our voting securities held by the person submitting
the nomination          and whether such person is holding the shares through a brokerage
account (and if so, the name of the          broker-dealer) or directly;
|---- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iii) | The
name, address, telephone number, fax number and e-mail address of the person being
recommended to the          nominating committee to stand for election at the next annual
meeting (the "proposed nominee") together with          information regarding such
person's education (including degrees obtained and dates), business experience
         during the past ten years, professional affiliations during the past ten years,
and other relevant          information.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(iv) | Information
regarding any family relationships of the proposed nominee as required by Item 401(d) of
SEC          Regulation S-K.
|---- | ---------------------------------------------------------------------------------------------------------------------------------

|(v) | Information
whether the proposed nominee or the person submitting the recommendation has (within the
ten          years prior to the recommendation) been involved in legal proceedings of the
type described in Item 401(f)          of SEC Regulation S-K (and if so, provide the
information regarding those legal proceedings required by Item          401(f) of
Regulation S-K).
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

46

|(vi) | Information
regarding the share ownership of the proposed nominee required by Item 403 of Regulation
S-K.
|---- | ---------------------------------------------------------------------------------------------------------

|(vii) | Information
regarding certain relationships and related party transactions of the proposed nominee as
         required by Item 404 of Regulation S-K.
|----- | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(viii) | Information
regarding any material direct or indirect relationship between the person submitting the
         recommendation and the proposed nominee.
|------ | ------------------------------------------------------------------------------------------------------------------------------------------------------

|(ix) | The
signed consent of the proposed nominee in which he or she
|---- | -------------------------------------------------------------

|a. | consents
to being nominated as a director of Golden Eagle International, Inc., if selected by the
nominating                   committee;
|-- | -----------------------------------------------------------------------------------------------------------------------------------------

|b. | states
his or her willingness to serve as a director if elected for compensation not greater
than that                   described in the most recent proxy statement;
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------

|c. | states
whether the proposed nominee is "independent" as defined by New York Stock Exchange
Company Guide                 ss.303A.02; and
|-- | ----------------------------------------------------------------------------------------------------------------------------------------

|d. | attests
to the accuracy of the information submitted pursuant to paragraphs (i), (ii), (iii),
(iv), (v),                   (vi), (vii) and (viii), above.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------

Although
the information may be submitted by fax, e-mail, mail or courier, the Board of Directors
must receive the proposed nominees signed consent, in original form, within ten days
of making the nomination.

When
the information required above has been received, the Board of Directors will evaluate the
proposed nominee based on the criteria described below, with the principal criteria being
the needs of the Company and the qualifications of such proposed nominee to fulfill those
needs.

# No Audit Committee

Because
of the Companys small size and that it is not subject to the rules of any specific
national stock exchange, the Company has not appointed an audit committee and has not
identified an audit committee financial expert. Consequently, the Board of Directors as a
whole performs the functions of an audit committee.

# Item 11. Executive
Compensation.

The
following table sets out the compensation received during the previous two fiscal years,
in respect to the only person that served our or chief executive officer at any time
during the last fiscal year and our most highly compensated executive officers whose total
salary and bonus exceeded $100,000 (the Named Executive Officers).

47

|                                                                 |             |              |             |                      |                       |                                           
|---------------------------------------------------------------- | ----------- | ------------ | ----------- | -------------------- | --------------------- | ------------------------------------------
|                                                                 |             |              |             |                      |                       |                                           
|Name & Principal Position                                        | Fiscal Year | Salary ($)   | Bonus ($)   | Stock Awards (**)($) | Option Awards (**)($) | Non-Equity Incentive Plan Compensation ($)
|Terry C. TurnerChief Executive Officer and Chairman              |             |              |             |                      |                       |                                           
|                                                                 | 2009        | $110,751(A)  | $60,000(B)  | $-                   | $-                    | $-                                        
|                                                                 | 2008        | $135,700(A)  | $60,000 (B) | $-                   | $-                    | $-                                        
|Tracy A. MadsenChief Financial Officer, VP, Secretary &Treasurer |             |              |             |                      |                       |                                           
|                                                                 | 2009        | $ 104,000(C) | $-          | $-                   | $-                    | $25,000(E)                                
|                                                                 | 2008        | $ 65,833(C)  | $-          | $25,000(D)           | $-                    | $-                                        
|Blane W. WilsonChief Operating Officer                           |             |              |             |                      |                       |                                           
|                                                                 | 2009        | $104,100(F)  | $-          | $-                   | $82,619(G)            | $-                                        
|                                                                 | 2008        | $ 78,462(F)  | $-          | $-                   | $87,800(G)            | $-                                        

(**)       
          This column represents the dollar amount recognized for financial statement
          reporting purposes with respect to the fair value of stock awards and stock
          options granted to the named executive officers. See note B to the consolidated
          financial statements for discussion regarding the assumptions used to calculate
          fair value under the Black-ScholesMerton valuation model.

(A)       
          Effective January 1, 2008 Mr. Turners salary was increased to $180,000 per
          year, but during fiscal 2008 he agreed to defer a portion of his salary, and as
          a result only received payments against his accrued salary of $135,700. During
          2009 Mr. Turner was paid $110,751 in cash. As of December 31, 2009, Mr. Turner
          was owed $233,549 in accrued salary that he deferred in fiscal 2008 and 2009.

(B)       
          These bonus payments reflect non-cash debt forgiveness. At December 31, 2009,
          Mr. Turner owed us $156,783 in non-interest bearing loans he received from us
          prior to July 31, 2002; we also owed Mr. Turner $156,783 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 in accrued salary that Mr. Turner waived
          on December 31, 2001). During both 2008 and 2009 Mr. Turner waived $60,000 of
          unpaid accrued salary each year. 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. The cashless bonus for 2009 was deducted from the
          $156,783 that is owed to Mr. Turner and is included in the wages payable
          account.

(C)       
          Effective January 1, 2008 Mr. Madsens salary was increased to $110,000
          annually. During 2008, Mr. Madsen deferred $44,167 in salary which was to be
          paid during 2009. During 2009 Mr. Madsen was paid $104,000 in cash and deferred
          $6,000 in salary. As of December 31, 2009, Mr. Madsen was owed $50,167 in
          deferred salary.

(D)       
          On April 5, 2008, Mr. Madsen was granted 3,205,128 shares of restricted Company common stock at a price
of $.0078 per share ( after giving effect to the reverse stock split this represents 6,410 shares of
common stock at a price of $3.90 per share)  totaling $25,000.

(E)       
          In February 2009 Mr. Madsen was issued a note payable by the Company in the
          amount of $25,000 for stock he was owed for 2008.

48

(F)       
          On April 18, 2008 Mr. Wilson was appointed as our Chief Operating Officer. His employment agreement
specifies a base salary of $120,000 per year; however, Mr. Wilson has agreed to defer a portion of his
salary. As of December 31, 2009, Mr. Wilson was owed $15,900 in deferred wages. The Summary Compensation
Table does not include compensation that Mr. Wilson is receiving (with our consent) from his employment
relationship with Klondex Mines, Ltd.  Klondex is not affiliated with the Company.

(G)       
          As part of our employment agreement with Mr. Wilson we agreed to grant him a
          signing bonus in the form of a $100,000 in options with a three year term, at an
          exercise price equal to the average of the closing sales price of our common
          stock for the 10 trading days prior to the date of the execution of the
          agreement. Additionally we agreed to grant him a $25,000 quarterly bonus in the
          form of options with a three year term, at an exercise price equal to the
          average of the closing sales price for the 10 trading days prior to the last
          date of each 90 day period. Of note, the number of options Mr. Wilson is granted
          equal to the amount of shares of our common stock that could be purchased with
          $25,000. Using this formula, Mr. Wilson was issued $100,000 in options during
          fiscal 2009.

# Compensation Discussion
and Analysis; Employment Agreements

Our Board
of Directors as a whole reviews and approves the total direct compensation packages for
each of our executive officers. As described in the notes to the Summary Compensation
Table above, the primary elements of compensation to our named executive officers are cash
compensation and equity compensation in the form of stock option grants and restricted
stock grants.

Our
named executive officers are to receive a base salary payable in accordance with our
normal payroll practices.  Based on the Boards knowledge of the industry and
size and financial resources of the Company, we believe that the base salaries of our
executive officers are competitive (if not below) those that are received by comparable
officers with comparable responsibilities in similar companies.

Given
the Companys history of limited financial resources at times our named executive
officers have agreed to defer a portion of their salaries to help the Company conserve its
financial resources. Each of Messrs. Turner, Madsen and Wilson deferred portions of their
cash compensation during fiscal 2009 and unless we receive additional funding, collect
funds that we believe are owing to us from Queenstake USA, or otherwise engage in a
business opportunity that creates revenues, our executive officers may be asked to again
defer a portion of their cash compensation in fiscal 2010. Additionally, certain of our
executive officers have agreed to defer certain equity compensation that was otherwise due
to them.

When
the Board considers total cash compensation for our named executive officers, we do so by
evaluating their responsibilities, experience and the competitive marketplace.
Specifically, the Board considers the following factors:

|o | the
Company's financial resources and ability to meet its current and prospective financial
obligations;
|- | --------------------------------------------------------------------------------------------------------

49

|o | the
executive's leadership and operational performance and potential to enhance long-term
value to the Company's          shareholders;
|- | ---------------------------------------------------------------------------------------------------------------------------------------

|o | performance
compared to the financial, operational and strategic goals established for the Company;
|- | ---------------------------------------------------------------------------------------------------

|o | the
nature, scope and level of the executive's responsibilities;
|- | ----------------------------------------------------------------

|o | competitive
market compensation paid by other companies for similar positions, experience and
performance levels; and
|- | ---------------------------------------------------------------------------------------------------------------------

|o | the
executive's current salary, the appropriate balance between incentives for long-term and
short-term performance.
|- | --------------------------------------------------------------------------------------------------------------------

We
have entered into employment agreements with certain of our executive officers, each of
which is described below.

Blane Wilson

On
April 18, 2008 we entered into an employment agreement with Blane Wilson, our Chief
Operating Officer. The agreement is for an initial three year term and provides for a base
annual salary of $120,000. In the agreement we also agreed grant Mr. Wilson a signing
bonus in the form of a $100,000 in options with a three year term. Additionally we agreed
to grant Mr. Wilson a $25,000 quarterly bonus in the form of options with a three year
term, at an exercise price equal to the average of the closing sales price for the 10
trading days prior to the last date of each given 90 day period. Mr. Wilson is also
entitled to a 3% override or royalty payment on the net smelter return for the Gold Bar
Mill if and when we are able to bring the plant into production. Finally, Mr. Wilson is
entitled to receive 3% of the compensation (not including reimbursement of expenses
incurred) we received as a result of our agreement with Queenstake Resources USA, Inc. to
operate the Jerritt Canyon Mill.

Mr. Wilsons employment contract stipulates that after he has been employed for
          a period greater than six months he is entitled to severance payment equal to
          one full year of his annualized base salary, payable within 45 days after the
          date of termination.

With
our consent, Klondex Mines, Ltd. has appointed Mr. Wilson as its Executive Mining Advisor,
Nevada Operations. Mr. Wilson is continuing to work for and receive (or accrue) salary
from us under his existing employment agreement dated April 18, 2008, but is also
receiving salary from Klondex for his work for Klondex.

Terry Turner and
Tracy Madsen

On
October 7, 2009, we entered into employment agreements with (a) Terry Turner, our Chief
Executive Officer, President and Chairman (the Turner Agreement); and (b)
Tracy Madsen, our Chief Financial Officer and Vice President (the Madsen
Agreement). Both of these agreements were contingent on receiving shareholder
approval. On March 23, 2010 our shareholders approved the terms of both the Turner
Agreement and the Madsen Agreement, and each became effective and binding on that date.

50

In
this summary collectively the Turner Agreement and the Madsen Agreement are referred to
the Agreements and Mr. Turner and Mr. Madsen are each referred to herein as
the Executive.  The Agreements are both for an initial 3-year term
and will renew for successive one year terms unless terminated by the Company or the
Executive.  The Turner Agreement provides for a base salary of $180,000; the
Madsen Agreement provides for a base salary of $110,000. The Agreements provide that the
Executive is eligible to receive a discretionary cash bonus based on the Companys
business and results are eligible to participate in the Companys equity based
compensation plans and to receive other standard employee benefits.  The
Agreements impose restrictive covenants on the Executive, such as confidentiality
obligations and non-solicitation restrictions.

If
the Agreements are terminated by the Company without cause, or not as a result of the
Executives death or disability, the Executive is entitled to a severance payment
equal to the Executives base salary at the rate in effect on the termination date
for a period of 6 months, plus one month for each year that Executive has been with the
Company, or through expiration of the Agreements original term, whichever is a
shorter period of time.  However, in no event will the Executive be entitled to
less than 6 months of severance pay.

The
Agreements also provide for a severance payment upon a change of control event
(as defined in the Agreements) or if the Agreements are terminated by the Executive for
good reason (as defined in the
Agreements).      The severance to be paid to Mr. Turner
upon a change of control event or upon the Agreement being terminated for good reason is
calculated using the greater of:

|1) | Anamount
equal to Mr. Turners base salary at the rate in effect on the           termination
date for a period of 6 months, plus one month for each year that Mr.           Turner has
been with the Company, or through expiration of the Agreements           original
term, whichever is a shorter period of time; or
|-- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2) | An
amount equal to 2 times the sum of (a) Mr. Turners then current annual base salary
and (b) the amount of the most recent discretionary bonus paid to Mr. Turner (if any)
less applicable withholding.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

The
severance to be paid to Mr. Madsen upon a change of control event or upon the Agreement
being terminated for good reason is calculated using the greater of:

|1) | An
amount equal to Mr. Madsens base salary at the rate in effect on the
          termination date for a period of 6 months, plus one month for each year that
Mr.           Madsen has been with the Company, or through expiration of the Agreements
          original term, whichever is a shorter period of time; or
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|2) | An
amount equal to (a) one year of Mr. Madsens current annual base salary and (b) the
amount of the most recent discretionary bonus paid to Mr. Madsen (if any) less applicable
withholding.
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Option Grants To Our
Named Executive Officers.

The following table sets forth the outstanding equity awards for each named executive officer of Golden
Eagle as of December 31, 2009.  Accordingly, the number of shares into which each option may be
exercised to acquire and the exercise prices reflected in the below table have not been proportionately
adjusted to reflect the 1-for-500 reverse stock split that was effected after our 2009 fiscal year
end.

51

# OUTSTANDING EQUITY
AWARDS AT FISCAL YEAR-END

|                                        |                                                   |                |                                                                                       |                                                                                  
|--------------------------------------- | ------------------------------------------------- | -------------- | ------------------------------------------------------------------------------------- | ---------------------------------------------------------------------------------
|                                        |                                                   |                |                                                                                       |                                                                                  
|Options Awards                         
|                                        | Number of SecuritiesUnderlying UnexercisedOptions |                |                                                                                      
|Name and Principal Position             | Exercisable                                       | Un-exercisable | Option
                                                     Option Exercise Price ($) | Option
                                                    Option Expiration
Date
|Blane Wilson (1)Chief Operating Officer | 13,927,577                                        | -              | $      .00718                                                                         | 4/18/2011                                                                        
|                                        | 3,720,238                                         | -              | $      .00672                                                                         | 7/17/2011                                                                        
|                                        | 7,668,712                                         | -              | $      .00326                                                                         | 10/15/2011                                                                       
|                                        | 15,151,515(5)                                     | -              | $0.00165                                                                              | 01/13/2010                                                                       
|                                        | 16,025,641(6)                                     | -              | $0.00156                                                                              | 04/13/2012                                                                       
|                                        | 26,041,667(7)                                     | -              | $0.00096                                                                              | 07/13/2012                                                                       
|                                        | 19,379,845(8)                                     | -              | $0.00129                                                                              | 10/13/2012                                                                       

|(1) | As part of Mr. Wilsons employment agreement he is granted a quarterly bonus in the form of an
         option each 90 day period he remains an employee of the Company. The quarterly option to has a
         three-year term, to purchase from the Company the number of shares of its common stock  that
         could be purchased with $25,000 at an exercise price equal to the average of the closing sales
         price of our common stock for the 10 trading days prior to the last date of each 90-day
         period.  The numbers reported in the above table and described in notes 2 through 8 below,
         (both the number of options exercisable and the exercise price) have not been proportionately
         adjusted upon the 1-for-500 reverse stock split.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(2) | On April 18, 2008 Mr. Wilson was granted an option to acquire 13,927,577 shares of our common
         (27,856 after giving effect to the reverse stock split), with the option expiring three years
         from the grant date. The exercise price is equal to the average of the closing sales price of
         our common stock for the 10 trading days prior to the date of the execution of his employment
         agreement.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(3) | On July 17, 2008 Mr. Wilson was granted an option to acquire 3,720,238 shares of our common
         stock (7,441 shares after giving effect to the reverse stock split), with the option expiring
         three years from the grant date.
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(4) | On October 10, 2008 Mr. Wilson was granted an option to acquire 7,668,712 shares of our common stock
(15,338 shares after giving effect to the reverse stock split), with the option expiring three years
from the grant date.
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(5) | On January 13, 2009 Mr. Wilson was granted an option to acquire 15,151,515 shares of our common
         stock (30,303 shares after giving effect to the reverse stock split), with the option expiring
         three years from the grant date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

52

|(6) | On April 13, 2009 Mr. Wilson was granted an option to acquire 16,025,641 shares of our common stock
(32,051,282 shares after giving effect to the reverse stock split), with the option expiring three years
from the grant date.
|--- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(7) | On July 13, 2009 Mr. Wilson was granted an option to acquire 26,041,667 shares of our common
         stock (52,084 shares after giving effect to the reverse stock split), with the option expiring
         three years from the grant date.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|(8) | On October 13, 2009 Mr. Wilson was granted an option to acquire 19,379,845 shares of our common
         stock (38,760 shares after giving effect to the reverse stock split), with the option expiring
         three years from the grant date.
|--- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Information regarding the option
grants to Mr. Wilson on a post reverse stock split basis is as follows:

|         |              |          |           
|-------- | ------------ | -------- | ----------
|Amount   | Option Price | Quantity | Expiration
|$100,000 | $3.59        | 27,855   | 4/18/2011 
|25,000   | 3.36         | 7,440    | 7/17/2011 
|25,000   | 1.63         | 15,337   | 10/15/2011
|25,000   | .825         | 30,303   | 1/13/2012 
|25,000   | .78          | 32,051   | 4/13/2012 
|25,000   | .48          | 52,083   | 7/13/2012 
|25,000   | .645         | 38,760   | 10/13/2012
|$250,000 |              | 203,829  |           

Subsequent Event

On October 7, 2010 our Board of Directors adopted the 2009 Revised Equity Incentive Plan (the
Revised Plan) and concurrently granted options to various persons, including Messrs. Turner, Madsen and
Wilson.   These options grants were contingent on the Companys shareholders approving the Revised Plan,
which approval was received on March 23, 2010.  On that date the options became effective and vested in
full.  These options have an exercise period of three years from the date of grant (that is, through
October 7, 2012) at an exercise price of $0.0011 ($.55 after giving effect to the reverse split) per
share which is the average of the closing price for the 10 trading days prior to October 7, 2009, plus
an additional 10% above that average price.

The Board considered several factors in granting the options to our executives such as length
of service; sacrifices made during the period of service, such as deferring salary, voluntary reductions
in salary, forgiveness of significant salary arrearages for the benefit of the Company, the past; and
ongoing contribution made to maintaining the Company in operation despite significant challenges. The
following table sets forth the number of options granted to Messrs. Turner, Madsen and Wilson under the
Revised Plan:

53

|                |                                           
|--------------- | ------------------------------------------
|Name            | Number of Options(pre reverse split basis)
|Terry C. Turner | 200,000,000                               
|Tracy A. Madsen | 75,000,000                                
|Blane W. Wilson | 80,000,000                                

We
reimburse directors for travel and related expenses associated with Board of
Directors meetings. Effective January 1, 2007, we began compensating our
non-employee director (being only Mr. Riveros) $1,000.00 per month for attending any Board
of Directors meetings held within that month telephonically or in person. The
following table sets forth information regarding the cash compensation paid to our
directors during our year ended December 31, 2009:

# DIRECTOR COMPENSATION

|               |               |                  |                   |                                            |                                                 |                            |          
|-------------- | ------------- | ---------------- | ----------------- | ------------------------------------------ | ----------------------------------------------- | -------------------------- | ---------
|Name           | Fees earned   | Stock awards ($) | Option awards ($) | Non-equity incentive plan compensation ($) | Nonqualified deferred compensation earnings ($) | All other compensation ($) | Total ($)
|Alvaro Riveros | $       5,000 | -                | -                 | -                                          | -                                               | -                          | $5,000   

|(1) | Subsequent to the end of our 2009 fiscal year an option grant to               Mr. Riveros to
                  acquire 10,000,000 shares (20,000 shares after giving effect to the reverse split) of
                  our common stock became effective.
|--- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Although
Messrs. Turner and DeLozier also served on our Board of Directors during our 2009 fiscal
year neither received any separate compensation for their service in capacities as
directors. However, we plan to begin paying Mr. DeLozier $1,000 per month in
directors fees as we terminate our operations in Bolivia.

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

# Security Ownership of
Golden Eagle Officers and Directors

As of April 8, 2010 there were 1,975,050,944 shares (3,950,102 shares after giving effect t the
reverse split) of the Companys common stock outstanding.  The following table sets forth the beneficial
ownership of the Companys common stock as of April 8, 2010 by each director and each executive officer
of the Company and by all directors and executive officers as a group.   To the extent any of the named
shareholders own derivative securities that are vested or otherwise exercisable into shares of our
common stock these securities are included in that shareholders beneficial ownership (as required by
Rule 13d-3(a)) at their conversion ratios and explained in the notes to the table.  The number of
securities beneficially held by each person as of April 8, 2010 although each persons beneficial
holdings after giving effect to the reverse split are also reflected in the table and the footnotes
thereto.

54

|                                                                        |                                                             |                                                          |                                                                  
|----------------------------------------------------------------------- | ----------------------------------------------------------- | -------------------------------------------------------- | -----------------------------------------------------------------
|Name and Address of Beneficial Owner                                    | Position
Beneficially Owned                                 | Amount and Nature of Beneficial Ownership(1)
Outstanding | Percent of Common Stock(1)
(After Conversion of Preferred Shares)
|Terry C. Turner
9661 South 700 East
Salt Lake City, Utah 84070          | Chief Executive Officer, President, and Chairman            | 200,000,000 (2) (400,000 post reverse split)             | 9.0%                                                             
|Harlan M. (Mac) DeLozier
9661 South 700 East
Salt Lake City, Utah 84070 | Vice President and Director                                 | 115,618,687 (3) (231,238 post reverse split)             | 5.7%                                                             
|Tracy A. Madsen
9661 South 700 East
Salt Lake City, Utah 84070          | Chief Financial Officer, Vice President U.S. Administration | 123,462,053 (4) 
(246,925 post reverse split)            | 6.0%                                                             
|Blane W. Wilson
9661 South 700 East
Salt Lake City, Utah 84070          | Chief Operating Officer                                     | 200,265,623(5) 
(400,531 post reverse split)             | 9.3%                                                             
|Alvaro Riveros
9661 South 700 East
Salt Lake City, Utah 84070           | Director                                                    | 10,000,000 (6)(20,000 post reverse split)                | *                                                                
|All current directors and executive officers as a group (five persons)  |                                                             | 649,346,363 (1,298,693 post reverse split)               | 26%                                                              

*
equals less than one percent.

| | (1) | Calculated
in accordance with Rule 13d-3(a) promulgated under the Securities                Exchange
Act of 1934 and Item 403 of Regulation S-K.
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Since he gifted shares in November 2007, Mr. Turner does not own any shares of our common stock.
However, as of March 23, 2010 Mr. Turner holds options to acquire 200,000,000 shares of our common
stock, exercisable at $0.0011 per share (being 400,000 shares and $.55 after giving effect to the post
reverse split).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Mr. DeLozier is owed $75,000 in common stock for the years 2006, 2007 and 2008 per his employment
         agreement which we have estimated at 15,618,687 shares (31,237 shares after giving effect to
         the reverse split ) or a price of $.009, $.0088 and $.0025 ($4.50, $4.40 and $1.25 after giving
         effect to the reverse split) for the years 2006, 2007 and 2008 respectively.  As of March 23,
         2010 Mr. DeLozier holds an option to acquire 100,000,000 shares of our common stock,
         exercisable at t $0.0011 per share (being 200,000 shares at $.55 after giving effect to the
         reverse split).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4) | Includes, 5,128,720 shares of common stock (10,257 after giving effect to the reverse split).
         Additionally, on February 6, 2007, we issued Mr. Madsen a convertible note as consideration for
         a contractual obligation in the amount of $50,000 which is convertible, at his option into
         5,555,555 common shares (11,112 after giving effect to the reverse split). On April 1, 2009,
         this note was increased by $25,000 to $75,000 to include a contractual obligation from 2008.
         The principal and interest amount of this note ($88,076 as of December 31, 2009) is payable in
         cash or is convertible into shares of our common stock at $0.009 ($4.50 after giving effect to
         the reverse split) per share (the closing price for our common stock on February 6, 2007 for
         the $50,000 portion) and $.0025 ($1.25 after giving effect to the reverse split) per share (for
         the $25,000 portion).  As of March 23, 2010 Mr. Madsen holds an option to acquire 75,000,000
         shares (150,000 shares after giving effect to the reverse split) of our common stock,
         exercisable at $0.0011 per share ($.55 after giving effect to the reverse split).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | As of April 8, 2010 Mr. Wilson has been granted options to purchase 120,265,623 shares (240,532 shares
after giving effect to the reverse split) of our common stock pursuant to his employment agreement
(including an option grant in fiscal 2010) which are exercisable at prices between $0.00096 and $0.00718
($.48 and $3.59 after giving effect to the reverse split).  Additionally, as of March 23, 2010 Mr.
Wilson holds an option to acquire 80,000,000 shares (160,000 shares after giving effect to the reverse
split) of our common stock exercisable at $0.0011 per share($.55 after giving effect to the reverse
split).
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

55

| | (6) | As of March 23, 2010 Mr. Riveros holds an option to acquire 10,000,000 shares (20,000 shares after
giving effect to the reverse split) of our common stock, exercisable at exercisable at $0.0011 per share
($.55 after giving effect to the reverse split).
| | --- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Security Ownership of
Certain Beneficial Owners

The following table sets forth the beneficial ownership of the Companys common stock as of April 8,
2010 by each person (other than the directors and executive officers of the Company) was known to own
beneficially, more than 5% of the outstanding voting shares of common stock. To the extent any of the
named shareholders own shares of outstanding Preferred Stock (being Series B Stock, Series C Stock, or
Series D Stock), or other derivative securities that are exercisable into shares of our common stock or
grant the holder voting power, these securities are included in that shareholders beneficial ownership
(as required by Rule 13d-3(a)) at their conversion ratios and explained in the notes to the table).  The
number of securities beneficially held by each person are reported as of April 8, 2010, although each
persons beneficial holdings after giving effect to the reverse split are also reflected in the table
and the footnotes thereto.

56

|                                                                                                              |                                                                  |                                       
|------------------------------------------------------------------------------------------------------------- | ---------------------------------------------------------------- | --------------------------------------
|Name and Address of Beneficial Owner                                                                          | Amount and Nature of
Beneficial Ownership (1)
Beneficially Owned | Percent of Common Stock(1)
Outstanding
|Golden Eagle Mineral Holdings, Inc.(1)Chancery Court, Leeward HighwayProvidenciales, Turks and Caicos Islands | 1,204,656,250 (2)(2,409,313 post reverse split)                  | 25.76%                                
|Edmundo Arauz
Jaimes Freire, 4 Norte
Calle Las Jardineras #16
Santa Cruz de la Sierra, Bolivia                | 586,712,500 (3)(1,173,425 post reverse split)                    | 12.55%                                
|Lone Star Equity Group, LLC
6222 Richmond Ave.
Suite 540
Houston, TX 77057                                    | 278,158,000 (4)(556,316 post reverse split)                      | 5.98%                                 
|Dewey L. Williams
6860 N. Dallas Pkwy, Suite 200
Plano, TX 75024                                              | 268,211,750 (5)(536,424 post reverse split)                      | 5.82%                                 
|Total as a group                                                                                              | 2,338,988,500(4,677,977 post reverse split)                      | 50.03%                                

| | (1) | Calculated
in accordance with Rule 13d-3(a) promulgated under the Securities                Exchange
Act of 1934 and Item 403 of Regulation S-K. Because certain Golden                Eagle
securities held by the beneficial holders are convertible into common
               shares or grant the holder voting rights these securities are included in
the                beneficial ownership of the given beneficial holder. All outstanding
shares of                Golden Eagles preferred stock are entitled to vote as a
single class with                the common stock.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2) | Consists of: 11,250,000 shares (22,500 shares after giving effect to the reverse split) of common stock;
         one share of Series C Stock which is entitled to vote with the common stock and has 487,746,250
         votes per share (975,493 shares after giving effect to the reverse split); and 282,264 shares
         of Series D Stock with each share being entitled to 2,500 votes (5 votes after giving effect to
         the reverse split).
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3) | Includes 224,955 shares of Series D Stock which is entitled to vote as a single class with the common
         stock with each share being entitled to 2,500 votes per share (5 votes after giving effect to
         the reverse split).
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

57

| | (4) | Includes 91,908,000 shares of common stock (183,816 shares post reverse split) and 75,000 shares of
         Series D Stock which is entitled to vote as a single class with the common stock and is
         entitled to 2,500 votes per share (5 votes after giving effect to the reverse split).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (5) | Consists of 164,211,750 shares of common stock (328,424 shares after giving effect to the reverse split)
and a convertible debenture issued inMarch 2009 that is currently convertible into 104 million shares
(208,000 shares after giving effect to the reverse split) of common stock at $0.005per share ($2.50 post
reverse split).
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Change of Control
Arrangements

There
are not any plans or arrangement known to Golden Eagle that will result in a change of
control at Golden Eagle.

# Securities Authorized
for Issuance Under Equity Compensation Plans

See
the description in  of this Annual Report for a description of the Companys
equity compensation plans.

# Item 13. Certain
Relationships and Related Transactions, and Director Independence.

The
following sets out information regarding transactions between officers, directors and
significant shareholders of Golden Eagle during the most recent two fiscal years and
during the subsequent fiscal year.

# Indebtedness

Accrued
Compensation.During 1997 through 2001, we did not have the funds to pay salaries
to our president, Terry C. Turner. As a result, his salary accrued unpaid through a
portion of 2002 when we paid only $103,000 of the $200,000 owed to him during that year.

On
December 31, 2001, Mr. Turner waived $443,772 of a total accrued balance of $990,012 owed
to him. During 2002 and 2003, Mr. Turner waived an additional$60,000 and $36,457
respectively. During 2004, 2005, 2006, 2007, 2008 and 2009 Mr. Turner waived an additional
$60,000 each year respectively of the amount owed to him. As of December 31, 2009, the
total sum that we owed Mr. Turner was $156,783 in accrued compensation. Our indebtedness
to Mr. Turner is non-interest bearing.

Advances
to Mr. Turner. Because we were unable to pay him full salaries from 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 us from Mr. Turner was $579,021 on a non-interest bearing basis, and no further amounts
have been advanced to him since that time, including since the enactment of Section 402 of
the Sarbanes-Oxley Act of 2002 that 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. The Board of Directors determined that
Mr. Turner would 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 2008 and 2009 and are
expected to continue until both the advances to Mr. Turner and the unpaid salary are
reduced to zero. As of December 31, 2009, the total amount owed by Mr. Turner was $156,783
and equaled the amount that we owed to him. For purposes of the consolidated financial
statements this note payable and note receivable are netted out to $0.

58

Current
Deferred Compensation. As of December 31, 2009, we owed the following officers accrued
compensation.

|                              |                           |         
|----------------------------- | ------------------------- | --------
|Officer Deferred Compensation | Position                  | Amount  
|Terry C. Turner               | Chief Executive Officer   | $113,549
|Tracy A. Madsen               | Chief Financial Officer   | 50,166  
|Blane W. Wilson               | Chief Operating Officer   | 15,900  
|Harlan M. (Mac) DeLozier      | VP Bolivia Administration | 35,542  
|Total                         |                           | $215,157

# Loans to Golden Eagle
from affiliates

In
addition certain of our officers have advanced funds to us for operations in Bolivia and
to cover overhead in the US.

|     |                       |             |             |                                
|---- | --------------------- | ----------- | ----------- | -------------------------------
|     |                       |             |             |                                
|Date | Affiliated Lender     | Loan Amount | (Repayment) | Outstanding Balance at Year end
|2009 |                       |             |             |                                
|     | Terry C. Turner       | $30,000     | $(30,000)   | $0                             
|     | Tracy Madsen(A)       | 35,000      | (35,000)    | 0                              
|     | Total                 | $65,000     | $(65,000)   | $0                             
|2008 |                       |             |             |                                
|     | Harlan (Mac) DeLozier | $38,497     | $(49,847)   | $0                             
|     | Tracy Madsen(A)       | 27,000      | (98,000)    | 0                              
|     | Total                 | $94,365     | $(168,965)  | $0                             

| | (A) | Loans
from Mr. Madsen were made from Avcon Services, Inc. a company owned and
               controlled by him. Avcon Services, Inc. was paid $7,772 in interest during
2009                for loans made to the company.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Employment Agreements

See
Item 11, Executive Compensation  Compensation Discussion and Analysis; Employment
Agreements, for a discussion of the employment contracts between the Company and Messrs.
Wilson, Turner, and Madsen.

# Transactions with
significant shareholders

On December 29, 2008 Golden Eagle Mineral Holdings, Inc. (GEMH), our is the largest beneficial holder
of our securities, agreed to tender 487,746,250  shares (975,493 shares after giving effect to the
reverse split) of common stock to the Company in exchange for a single share of Series C Preferred
Stock.  GEMH tendered the shares to the Company to make them available for general corporate purposes as
at that time, we had no authorized but unissued shares of common stock available for issuance.

59

Director
Independence

Our board of directors consists of
Messrs. Turner, Riveros and DeLozier. Mr. Riveros is the only board member that we
consider to be independent as defined by Section 803A of the NYSE Amex Company
Guide. The board considers all relevant facts and circumstances in its determination of
independence of all members of the board.

# Item 14. Principal
accountants fees and services

Our
Board of Directors selected the independent accounting firm of Chisholm, Bierwolf &
Nilson, LLC, Certified Public Accountants, with respect to the audit of our consolidated
financial statements for the years ended December 31, 2009 and 2008.

Audit Fees

During the fiscal year ended December
31, 2009 and 2008, Chisholm, Bierwolf & Nilson, LLC billed us aggregate fees and
expenses in the amount of $35,732 and $31,371, respectively.  These aggregate fees
include professional services for the audit of our annual financial statements and the
review of the financial statements included in our reports on Form 10-Q and Form
10-K.

Audit-Related Fees

There were no fees billed by
Chisholm, Bierwolf & Nilson, LLC for audit-related services rendered during fiscal
years ended December 31, 2009 and 2008.

Tax Fees

There were no fees billed by
Chisholm, Bierwolf & Nilson, LLC during the fiscal year ended December 31, 2009 and
2008, for tax compliance, tax advice, and tax planning.

All Other Fees

There were no other services provided
by Chisholm, Bierwolf & Nilson, LLC during fiscal years ended December 31, 2009 and
2008.

# Audit Committees
Pre-Approval Practice.

Inasmuch
as Golden Eagle does not have an audit committee, Golden Eagles board of directors
performs the functions of its audit committee. Section 10A(i) of the Securities Exchange
Act of 1934 prohibits our auditors from performing audit services for us as well as any
services not considered to be audit services unless such services are
pre-approved by the board of directors (in lieu of the audit committee) or unless the
services meet certain de minimis standards.

60

The
Board of Directors has adopted resolutions that provide that the board must:

| | Preapprove
all audit services that the auditor may provide to us or any subsidiary (including,
without limitation, providing comfort letters in connection with securities underwritings
or statutory audits) as required by §10A(i)(1)(A) of the Securities Exchange Act of
1934 (as amended by the Sarbanes-Oxley Act of 2002).
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Preapprove
all non-audit services (other than certain de minimis services described in
§10A(i)(1)(B) of the Securities Exchange Act of 1934 (as amended by the
Sarbanes-Oxley Act of 2002) that the auditors propose to provide to us or any of its
subsidiaries.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
Board of Directors considers at each of its meetings whether to approve any audit services
or non-audit services. In some cases, management may present the request; in other cases,
the auditors may present the request.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Part IV

# Item 15. Exhibits and
financial statement schedules

# (a) Financial statements

|                                                                                                        |                 
|------------------------------------------------------------------------------------------------------- | ----------------
|The following documents are filed as part of this report:                                               | Page            
|                                                                                                        |                 
|Independent Auditors Report                                                                             | F-2 & F-3       
|                                                                                                        |                 
|Consolidated Balance Sheets as of December 31, 2009 and 2008                                            | F-4             
|                                                                                                        |                 
|Consolidated Statements of Operations for the years ended
 December 31, 2009 and 2008                   | F-5             
|                                                                                                        |                 
|Consolidated Statements of Cash Flows for the years ended
December 31, 2009 and 2008                    | F-6             
|                                                                                                        |                 
|Consolidated Statement of Stockholders' Equity (Deficit) for
the years ended December 31, 2009 and 2008 | F-7             
|                                                                                                        |                 
|Notes to Consolidated Financial Statements                                                              | F-8 through F-33
|                                                                                                        |                 
|                                                                                                        |                 
|                                                                                                        |                 

# (b) Exhibits

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

61

|      |                                                                                                      
|----- | -----------------------------------------------------------------------------------------------------
|3.1   | Articles of Incorporation, as amended, incorporated by reference.                                    
|3.1.1 | Certificate of Designation for the Series A Convertible Preferred Stock.(2)                          
|3.1.2 | Certificate of Designation for the Series B Convertible Preferred Stock. (3)                         
|3.1.3 | Articles of Amendment (4)                                                                            
|3.1.4 | Certificate of Designation for the Series C Convertible Preferred Stock. (5)                         
|3.1.5 | Certificate of Designation for the Series D Convertible Preferred Stock. (6)                         
|3.1.6 | Articles of Amendment (7)                                                                            
|3.1.7 | Amended and Restated Bylaws. Filed herewith                                                          
|10.1  | Blane Wilson Employment Agreement. (8)                                                               
|10.2  | Mill Operating Agreement between Queenstake Resources USA, Inc. and                                  
|10.3  | Common Stock Tender Letter from Golden Eagle Mineral Holding, Inc. (10)                              
|10.4  | Form of Debt Settlement Series D Contingent Convertible Preferred Stock Subscription Agreement.  (11)
|10.5  | Revised 2009 Equity Incentive Plan. (12)                                                             
|10.6  | Employment Agreement with Terry Turner. (12)                                                         
|10.7  | Employment Agreement with Tracy Madsen. (12)                                                         
|21.1  | List of Subsidiaries.  Filed herewith                                                                
|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.                           
|99.1  | Golden Eagles Answer, Counterclaim and Third-Party Complaints.                                      

| | (1) | Incorporated
by reference from our registration statement on Form 10-SB that became effective
         June 17, 1994.
| | --- | ---------------------------------------------------------------------------------------------------------------------

| | (2) | Incorporated
by reference from Current Report on Form 8-K dated March 10, 2005.
| | --- | -------------------------------------------------------------------------------

| | (3) | Incorporated
by reference from Current Report on Form 8-K dated December 29, 2006.
| | --- | ----------------------------------------------------------------------------------

| | (4) | Incorporated
by reference from Current Report on Form 8-K dated September 14, 2007.
| | --- | -----------------------------------------------------------------------------------

| | (5) | Incorporated
by reference from Current Report on Form 8-K dated December 24, 2008.
| | --- | ----------------------------------------------------------------------------------

| | (6) | Incorporated
by reference from Current Report on Form 8-K dated July 6, 2009.
| | --- | -----------------------------------------------------------------------------

| | (7) | Incorporated by reference from Form 8-K dated April 28, 2010.
| | --- | -------------------------------------------------------------

| | (8) | Incorporated
by reference from Form 8-K dated April 22, 2008.
| | --- | -------------------------------------------------------------

| | (9) | Incorporated
by reference from Current Report on Form 8-K dated January 15, 2009.
| | --- | ---------------------------------------------------------------------------------

| | (10) | Incorporated
by reference from Current Report on Form 8-K/A dated December 24, 2008.
| | ---- | ------------------------------------------------------------------------------------

| | (11) | Incorporated
by reference from Current Report on Form 8-K dated July 6, 2009.
| | ---- | -----------------------------------------------------------------------------

| | (12) | Incorporated
by reference from Current Report on Form 8-K dated October 7, 2009.
| | ---- | --------------------------------------------------------------------------------

| | (13) | Incorporated
by reference from Current Report on Form 8-K dated July 9, 2009
| | ---- | ----------------------------------------------------------------------------

# 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.

62

# GOLDEN EAGLE
INTERNATIONAL, INC.

| |  | /s/ Terry C. Turner
Terry C. Turner, PresidentDate: May 13, 2010
| |  | ------------------------------------------------------------------------------

| |  | By: /s/ Tracy A. Madsen
Tracy A. Madsen, Corporate Secretary, Treasurer and Principal Accounting OfficerDate: May 13, 2010
| |  | ----------------------------------------------------------------------------------------------------------------------------------------

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. TurnerChairman of the Board of Directors and Principal Executive OfficerDate: May 13, 2010
| |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | By: /s/Alvaro Riveros 
 Alvaro RiverosDirectorDate: May 13, 2010
| |  | ------------------------------------------------------------------------------

| |  | By: /s/ Harlan M. (Mac) Delozier
Harlan M. (Mac) DelozierDirectorDate: May 13, 2010
| |  | -------------------------------------------------------------------------------------------------

63

Exhibit 31.1 Section 302
Certification

CERTIFICATION

I, Terry C. Turner, certify that:

| | 1. | I
have reviewed this Annual Report on Form 10-K for the period ended December
               31, 2009 of Golden Eagle International, Inc.;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Based
on my knowledge, this report does not contain any untrue statement of a
               material fact or omit to state a material fact necessary to make the
statements                made, in light of the circumstances under which such statements
were made, not                misleading with respect to the period covered by this
report;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
on my knowledge, the financial statements, and other financial information
               included in this report, fairly present in all material respects the
financial                condition, results of operations and cash flows of the
registrant as of, and                for, the periods presented in this report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
registrants other certifying officer(s) and I are responsible for
               establishing and maintaining disclosure controls and procedures (as
defined in                Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial                reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the                registrant and have:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Designed such
disclosure controls and procedures, or caused such disclosure           controls and
procedures to be designed under our supervision, to ensure that           material
information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Designed
such internal control over financial reporting, or caused such internal control over
          financial reporting to be designed under our supervision, to provide reasonable
          assurance regarding the reliability of financial reporting and the preparation
          of financial statements for external purposes in accordance with generally
          accepted accounting principles;
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (c) | Evaluated
the effectiveness of the           registrants disclosure controls and procedures
and presented in this           report our conclusions about the effectiveness of the
disclosure controls and           procedures, as of the end of the period covered by this
report based on such           evaluation; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

64

| | (d) | Disclosed
in this report any change in the registrants           internal control over
financial reporting that occurred during the           registrants most recent
fiscal quarter (the registrants fourth           fiscal quarter in the case of an
annual report) that has materially affected, or           is reasonably likely to
materially affect, the registrants internal           control over financial
reporting; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The
registrants other certifying officer(s) and I have disclosed, based on
               our most recent evaluation of internal control over financial reporting,
to the                registrants auditors and the audit committee of the registrants
               board of directors (or persons performing the equivalent functions):
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | All significant
deficiencies and material weaknesses in the design or operation           of internal
control over financial reporting which are reasonably likely to           adversely
affect the registrants ability to record, process, summarize and           report
financial information; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Any
fraud, whether or not material, that           involves management or other employees who
have a significant role in the           registrants internal control over
financial reporting.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2010

| |  | By: /s/ Terry C. Turner
Terry C. TurnerPrincipal Executive Officer
| |  | --------------------------------------------------------------------------------

65

Exhibit 31.2 Section 302
Certification

CERTIFICATION

I, Tracy A. Madsen, certify that:

| | 1. | I
have reviewed this Annual Report on Form 10-K for the period ended December
               31, 2009 of Golden Eagle International, Inc.;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------

| | 2. | Based
on my knowledge, this report does not contain any untrue statement of a
               material fact or omit to state a material fact necessary to make the
statements                made, in light of the circumstances under which such statements
were made, not                misleading with respect to the period covered by this
report;
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 3. | Based
on my knowledge, the financial statements, and other financial information
               included in this report, fairly present in all material respects the
financial                condition, results of operations and cash flows of the
registrant as of, and                for, the periods presented in this report;
| | -- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 4. | The
registrants other certifying officer(s) and I are responsible for
               establishing and maintaining disclosure controls and procedures (as
defined in                Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial                reporting (as defined in Exchange Act Rules
13a-15(f) and 15d-15(f)) for the                registrant and have:
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | Designed
such disclosure controls and procedures, or caused such disclosure           controls and
procedures to be designed under our supervision, to ensure that           material
information relating to the registrant, including its consolidated
          subsidiaries, is made known to us by others within those entities, particularly
          during the period in which this report is being prepared;
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Designed
such           internal control over financial reporting, or caused such internal control
over           financial reporting to be designed under our supervision, to provide
reasonable           assurance regarding the reliability of financial reporting and the
preparation           of financial statements for external purposes in accordance with
generally           accepted accounting principles;
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

66

| | (c) | Evaluated
the effectiveness of the           registrants disclosure controls and procedures
and presented in this           report our conclusions about the effectiveness of the
disclosure controls and           procedures, as of the end of the period covered by this
report based on such           evaluation; and
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (d) | Disclosed
in this report any change in the registrants           internal control over
financial reporting that occurred during the           registrants most recent
fiscal quarter (the registrants fourth           fiscal quarter in the case of an
annual report) that has materially affected, or           is reasonably likely to
materially affect, the registrants internal           control over financial
reporting; and
| | --- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 5. | The
registrants other certifying officer(s) and I have disclosed, based on
               our most recent evaluation of internal control over financial reporting,
to the                registrants auditors and the audit committee of the registrants
               board of directors (or persons performing the equivalent functions):
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (a) | All
significant deficiencies and material weaknesses in the design or operation           of
internal control over financial reporting which are reasonably likely to
          adversely affect the registrants ability to record, process, summarize
and           report financial information; and
| | --- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b) | Any
fraud, whether or not material, that           involves management or other employees who
have a significant role in the           registrants internal control over
financial reporting.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2010

| |  | By: /s/ Tracy A. Madsen
Tracy A. MadsenPrincipal Financial Officer
| |  | --------------------------------------------------------------------------------

67

Exhibit 32.1 Section 906
Certification

# CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

| | In
connection with the Annual Report of Golden Eagle International, Inc. (the Company)
on Form 10-K for the period ended December 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Terry C. Turner,
Principal Executive Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1)              The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (2)              The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2010

| |  | By: /s/ Terry C. Turner
Terry C. TurnerPrincipal Executive Officer
| |  | --------------------------------------------------------------------------------

68

This certification accompanies this
Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant
for the purposes of §18 of the Securities Exchange Act of 1934, as amended.  This
certification shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.  This
certification shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made
before or after the date of this Report), irrespective of any general incorporation
language contained in such filing.

A signed original of this written
statement required by §906 has been provided to the registrant and will be retained
by the registrant and furnished to the Securities and Exchange Commmission or its staff
upon request.

EXHIBIT 32.2 Section 906
Certification

# CERTIFICATION PURSUANT
TO 18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION
906 OF THE SARBANES-OXLEY ACT OF 2002

| | In
connection with the Annual Report of Golden Eagle International, Inc. (the Company)
on Form 10-K for the period ended December 31, 2008 as filed with the Securities and
Exchange Commission on the date hereof (the Report), I, Tracy A. Madsen,
Principal Financial Officer, certify, pursuant to 18 U.S.C. § 1350, as adopted
pursuant to § 906 of the Sarbanes-Oxley Act of 2002, that:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (1)              The
Report fully complies with the requirements of section 13(a) or 15(d) of the Securities
Exchange Act of 1934; and
| | --------------------------------------------------------------------------------------------------------------------------------------

| | (2)              The
information contained in the Report fairly presents, in all material respects, the
financial condition and result of operations of the Company.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------

Date: May 13, 2010

| |  | By: /s/ Tracy A. Madsen
Tracy A. MadsenPrincipal Financial Officer
| |  | --------------------------------------------------------------------------------

69

This certification accompanies this
Report pursuant to §906 of the Sarbanes-Oxley Act of 2002 and shall not, except to
the extent required by the Sarbanes-Oxley Act of 2002, be deemed filed by the registrant
for the purposes of §18 of the Securities Exchange Act of 1934, as amended.  This
certification shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended.  This
certification shall not be incorporated by reference into any filing under the Securities
Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended (whether made
before or after the date of this Report), irrespective of any general incorporation
language contained in such filing.

A signed original of this written
statement required by §906 has been provided to the registrant and will be retained
by the registrant and furnished to the Securities and Exchange Commmission or its staff
upon request.

REPORT OF
INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Shareholders of Golden Eagle International, Inc.

We
have audited the accompanying consolidated balance sheets of Golden Eagle International,
Inc. and subsidiaries as of December 31, 2009 and 2008, and the related statements of
operations, stockholders equity, and cash flows for the years then ended. 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 4% and 28% of
total consolidated assets as of December 31, 2009 and 2008 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, 2009 and 2008 is based solely on the report of the
other auditors.

We
conducted our audits in accordance with 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 is not required to have, nor were we engaged to
perform, an audit of its internal control over financial reporting. Our audits included
consideration of internal control over financial reporting as a basis for designing audit
procedures that are appropriate in the circumstances, but not for the purpose of
expressing an opinion on the effectiveness of the Companys internal control over
financial reporting. Accordingly, we express no such opinion. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audits provide a reasonable basis for our
opinion.

In
our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of Golden Eagle International, Inc. at December 31, 2009
and 2008, and the results of its operations and cash flows for the years then ended in
conformity with accounting principles generally accepted in the United States of America.

The
accompanying financial statements have been prepared assuming that Golden Eagle
International, Inc. will continue as a going concern. As discussed in Note A to the
financial statements, Golden Eagle International, Inc. has a significant working
capital deficit, has incurred significant losses since inception, and is dependent of
financing to continue operations. These issues raise substantial doubt about the
companys ability to continue as a going concern. Managements plans in regard
to these matters are also described in Note A. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.

/s/Chisholm, Bierwolf,
Nilson & Morrill

Chisholm, Bierwolf,
Nilson & Morrill, LLCBountiful, UTMay 14, 2010

F-1

# REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors
and ShareholdersGolden Eagle International, Inc. Bolivia

Salt Lake City, Utah

We have audited the accompanying
consolidated balance sheets of Golden Eagle International, Inc. Bolivia of December 31,
2009 and 2008 and the related consolidated statements of operations, cash flows and
changes in stockholders equity (deficit) for the years ended December 31, 2009 and
2008. 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, Inc. at December 31, 2009 and
2008 and the results of its operations, changes in stockholders equity (deficit) and
its cash flows for the years ended December 31, 2009 and 2008, in conformity with
accounting principles generally accepted in the United States of America.

F-2

The financial statements for Golden
Eagle International, Inc. Bolivia have been prepared assuming that the Company will
continue as a going concern. The Company has negative working capital and has incurred
substantial losses since its inception. The Company currently 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. 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. The
financial statements do not include any adjustments that might result from the outcome of
this uncertainty.

# POZO & ASOCIADOS
C.P.A. S.R.L.

# NIT. 121611023

Lic.    
          Aud. Enrique Pozo Balderrama NIT. 271218014 MAT. PROF. No CAUB  0040

# La Paz, BoliviaApril 14, 2010

F-3

|                                                                           |                  |                  
|-------------------------------------------------------------------------- | ---------------- | -----------------
|                                                                          
|Golden Eagle International, Inc.                                           |                  |                  
|Consolidated Balance Sheets                                               
|As of December 31, 2009 and 2008                                           | 2009             | 2008             
|                                                                           |                  | (Restated)       
|                                                                          
|ASSETS                                                                    
|CURRENT ASSETS                                                            
|Cash & cash equivalents                                                    | $          2,029 | $          54,883
|Net accounts receivable                                                    | 1,178,463        | 84,482           
|Prepaid expenses                                                           | 53,961           | 70,027           
|                                                                          
|Total current assets                                                       | 1,234,453        | 209,392          
|                                                                          
|PROPERTY AND EQUIPMENT                                                    
|Mining equipment and property                                              | 496,426          | 733,353          
|Plant and mill - idle                                                      | 3,980,000        | 3,980,000        
|Mine development costs                                                     | 752,339          | 752,339          
|Mineral properties                                                         | 1,372,977        | 1,414,997        
|Office equipment                                                           | 57,657           | 137,356          
|Vehicles                                                                   | -                | 116,182          
|                                                                          
|                                                                           | 6,659,399        | 7,134,227        
|Less accumulated depreciation and impairment                               | (2,285,417)      | (1,219,705)      
|                                                                          
|Total property and equipment                                               | 4,373,983        | 5,914,522        
|                                                                          
|Total Assets                                                               | $   5,608,436    | $   6,123,914    
|                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                      
|CURRENT LIABILITIES                                                       
|Accounts payable and accrued expenses                                      | $      1,733,283 | $      281,232   
|Deferred wages                                                             | 276,770          | 205,092          
|Other notes payable                                                        | 508,909          | 468,285          
|Related party payable                                                      | 75,000           | 57,525           
|Debentures (net)                                                           | 95,250           | 307,605          
|Accrued interest payable                                                   | 194,559          | 65,857           
|                                                                          
|Total current liabilities                                                  | 2,883,771        | 1,326,991        
|                                                                          
|Convertible notes payable - net                                            | -                | 61,605           
|                                                                          
|Total long-term liabilities                                                | -                | 61,605           
|                                                                          
|Common stock payable                                                       | 85,000           | 35,000           
|Commitments and contingencies                                              | -                | -                
|                                                                          
|Total liabilities                                                          | 2,968,771        | 1,423,596        
|                                                                          
|                                                                          
|STOCKHOLDERS' EQUITY                                                      
|Preferred stock, par value $.01 per share; 10,000,000 shares authorized,  
|819,220 and 80,001 issued and outstanding respectively                     | 8,192            | 800              
|Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
|3,950,102 and 3,017,795  issued and outstanding shares, respectively       | 395              | 307              
|Additional paid-in capital                                                 | 63,611,429       | 61,452,568       
|Accumulated (deficit)                                                      | (60,980,351)     | (56,753,357)     
|                                                                          
|Total stockholders' equity                                                 | 2,639,665        | 4,700,318        
|                                                                          
|Total Liabilities and Stockholders Equity                                  | $   2,639,665    | $   6,123,914    
|                                                                          

The footnotes are an integral part
of these consolidated financial statements



|                                                        |                                |                          
|------------------------------------------------------- | ------------------------------ | -------------------------
|                                                       
|Golden Eagle International, Inc.                        |                                |                          
|Consolidated Statements of Operations                  
|For the Years Ended December 31, 2009 and 2008         
|                                                       
|                                                        | 2009                           | 2008                     
|                                                        |                                | (Restated)               
|                                                       
|REVENUES                                                | $                    3,995,999 | $                 596,443
|OPERATING EXPENSES                                     
|Production Costs                                        | 3,201,983                      | 498,741                  
|Exploration and development                             | 171,506                        | 174,710                  
|General and administration                              | 1,093,043                      | 1,175,540                
|Bad debt expense                                        | 875,441                        | -                        
|Depreciation and depletion                              | 58,265                         | 21,381                   
|                                                       
|Total operating expenses                                | 5,400,238                      | 1,870,372                
|                                                       
|OPERATING I0NCOME (LOSS)                                | (1,404,239                     | (1,273,929)              
|                                                       
|OTHER INCOME (EXPENSE)                                 
|Interest expense                                        | (177,839)                      | (156,193)                
|Gain (loss) on sale of assets                           | (51,633)                       | 13,096                   
|Asset Impairment                                        | (1,196,070)                    | 246,845                  
|Financing Costs                                         | (351,866)                      | -                        
|Gain (loss) on valuation of derivative liability        | -                              | (222,554)                
|Other, net                                              | (250,898)                      | 130,043                  
|                                                       
|Total other income (expense)                            | (2,028,306)                    | (482,453)                
|                                                       
|Loss before income taxes                                | (3,432,545)                    | (1,756,382)              
|Income taxes                                            | -                              | -                        
|NET (LOSS)                                              | $(3,432,545)                   | $(1,756,382)             
|                                                       
|Dividends for preferred shareholders                    | (794,449)                      | -                        
|NET (LOSS) AVAILABLE FOR COMMON STOCK SHAREHOLDERS      | $(4,226,994)                   | $(1,756,382)             
|                                                       
|Basic and diluted (loss) per share                      | (1.15)                         | (0.46)                   
|                                                       
|Weighted average shares outstanding - basic and diluted | 3,679,938                      | 3,796,736                
|                                                       

The footnotes are an integral part
of these consolidated financial statements



|                                                          |  |  |  
|--------------------------------------------------------- |  |  | -
|Golden Eagle International, Inc.                          |  |  |  
|Consolidated Statements of Cash Flows                     |  | 
|For the Years Ended December 31, 2009 and 2008            |  | 
|                                                         
|                                                          |  |  |  
|                                                          |  |  |  
|                                                         
|CASH FLOWS FROM OPERATING ACTIVITIES                      |  | 
|Net (loss)                                                |  |  | $
|Adjustments to reconcile net (loss)                       |  | 
|to net cash (used) by operating activities:               |  | 
|Officer compensation contributed                          |  |  |  
|Stock issued for services                                 |  |  |  
|Stock payable for services                                |  |  |  
|Stock issued for financing fees                           |  |  |  
|Stock issued for exploration and development              |  |  |  
|Stock issued for interest                                 |  |  |  
|Stock issued for payables                                 |  |  |  
|Bad debt expense                                          |  |  |  
|Depreciation                                              |  |  |  
|Impairment of assets                                      |  |  |  
|Accretion of note discount                                |  |  |  
|Value of options granted                                  |  |  |  
|(Gain) loss on disposition of assets                      |  |  |  
|Gain (loss) on vlauation of derivative liability          |  |  |  
|Changes in operating assets and liabilites                |  |  |  
|Decrease (increase) in accounts receivable                |  |  |  
|Decrease (increase) in prepaid expense and other costs    |  |  |  
|Increase (decrease) in deferred wages                     |  |  |  
|Increase (decrease) in accounts payable                   |  |  |  
|Increase (decrease) in accrued interest                   |  |  |  
|                                                         
|Net cash flows (used by) operating activities             |  |  |  
|                                                         
|CASH FLOWS FROM INVESTING ACTIVITIES                      |  | 
|Investment in property and equipment                      |  |  |  
|Proceeds from sale of fixed assets                        |  |  |  
|                                                         
|Net cash flows provided by (used) in investing activities |  |  |  
|                                                         
|CASH FLOWS FROM FINANCING ACTIVITIES                      |  | 
|Borrowings from related parties                           |  |  |  
|Repayments to related parties                             |  |  |  
|Proceeds from other notes payable                         |  |  |  
|Proceeds from debentures                                  |  |  |  
|Preferred stock sold                                      |  |  |  
|Common stock sold                                         |  |  |  
|                                                         
|Net cash flows provided by financing activities           |  |  |  
|                                                         
|NET INCREASE (DECREASE) IN CASH                           |  |  |  
|CASH - BEGINNING OF PERIOD                                |  |  |  
|                                                         
|CASH - END OF PERIOD                                      |  |  | $
|                                                         
|SUPPLEMENTAL CASH FLOW INFORMATION                        |  |  |  
|Non cash financing and investing activities (see note B)  |  |  |  
|                                                         
|Cash paid for                                             |  |  |  
|Interest                                                  |  |  |  
|Income taxes                                              |  |  |  
|                                                         

The footnotes are an integral part
of these consolidated financial statements



|Golden Eagle International, Inc.Consolidated Statement of Changes in Stockholders' Equity 
For the Period January 1, 2008 through December 31, 2009
|---------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                                                                                   
|                                                                                                                                                   
|                                                                                                                                                   
|Balance at January 1, 2008 (Restated)                                                                                                              
|                                                                                                                                                   
|Stock issued for cash ($.0040 to $2.50 per share)                                                                                                  
|Issued for services ($4.00 to $5.50 per share)                                                                                                     
|Issued for exp. and dev. ($1.00 to $3.90 per share)                                                                                                
|Issued for debt ($1.00 to $5.00)                                                                                                                   
|Preferred stock converted to common stock                                                                                                          
|Common stock converted to Series C preferred                                                                                                       
|Value of options granted                                                                                                                           
|Discount on debentures                                                                                                                             
|Forgiveness of debt-contribution by officer/shareholder                                                                                            
|Net (loss)                                                                                                                                         
|                                                                                                                                                   
|Balance at December 31, 2008 (Restated)                                                                                                            
|                                                                                                                                                   
|Stock issued for cash ($.35 per share)                                                                                                             
|Stock issued interest and debt                                                                                                                     
|Preferred stock issued for cash                                                                                                                    
|Preferred stock issued for interest and debt                                                                                                       
|Preferred stock converted to common stock                                                                                                          
|Value of options granted                                                                                                                           
|Stock issued for financing fees                                                                                                                    
|Discount on debentures                                                                                                                             
|Beneficial conversion for Series D preferred shares                                                                                                
|Forgiveness of debt-contribution by officer/shareholder                                                                                            
|Net (loss)                                                                                                                                         
|                                                                                                                                                   
|Balance at December 31, 2009                                                                                                                       
|                                                                                                                                                   

The footnotes are an integral part
of these consolidated financial statements



---

# Golden Eagle
International, Inc.

# Notes to Consolidated
Financial Statements

---

# Note A 
Organization and Business

Organization and Nature of
BusinessGolden Eagle International, Inc. (we, us or Golden
Eagle) was incorporated in Colorado on July 21, 1988. From late 2008 until June 10,
2009 we were engaged in contract gold milling operations in the state of Nevada in the
United States.

We have also been involved in the
business of minerals exploration, mining and milling operations, in Bolivia through our
Bolivian-based wholly-owned subsidiary, Golden Eagle International, Inc. (Bolivia);
however, those operations are suspended in 2009 in part as the result of the negative
political and social environment in Bolivia as well changes in the Bolivian taxing
scheme; and in March 2010 we transferred control of our Bolivian assets and operations
although we retain ownership of those assets.

Additionally, as of December 31, 2009
we owned the following gold mills which are not currently in operation:

|              |                                                                                        |       
|------------- | -------------------------------------------------------------------------------------- | ------
|Mill          | Location                                                                               | Status
|Gold Bar Mill | Eureka, Nevada                                                                         | Owned 
|C Zone Mill   | Ascension de Guarayos,
                                                        Bolivia | Owned 
|              |                                                                                        |       
|              |                                                                                        |       

| | 1On
March 10, 2010 control of the C Zone Mill was transferred to an unaffiliated Swiss
corporation, although we retain ownership of the C Zone Mill. There can be no assurance
that the unaffiliated third party will complete the acquisition of our Bolivian assets.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | As
of the 2009 year-end, we owned the following mineral prospects in Bolivia which are not
currently in operation, but are being maintained (except as set forth in notes 1 and 2,
below):
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|Precambrian Shield (2) |               |      
|---------------------- | ------------- | -----
|Precambrian prospect   | 111,500 acres | Owned
|Buen Futuro claim      | 2,500 acres   | Owned
|Cobra claim            | 22,500 acres  | Owned

| | 2On March 1, 2009, we elected to reduce our mining concessions in the Precambrian Shield in eastern
Bolivia from 136,500 acres to 42,731 acres. We retained the Buen Futuro claims containing the A Zone on
which we have generated the most drill and other sampling data, as well as the Gran Serpiente claims on
which the C Zone gold mill and mine are located. We also retained the Cobra claims on the northern end
of the Ascension Gold-Copper Trend. As a subsequent event, control of these assets was transferred to an
unaffiliated Swiss Corporation on March 10, 2010, although we retain ownership of the underlying assets.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

On March 1, 2009, we elected not to
renew our mining concessions for the Tipuani-Cangalli          prospect in western
Bolivia, which consisted of 12,000 acres in the Tipuani River Valley. We          have no
further interest in the Tipuani-Cangalli prospect.

F-8

We entered into an agreement with
Queenstake USA to operate the Jerritt Canyon gold mill (the Jerritt Canyon Mill)
located 50 miles north of Elko, Nevada on October 14, 2008. From mid September 2008 until
March 23, 2009 we performed maintenance and environmental regulatory compliance functions
at the mill and assisted the mill owner, Queenstake USA, Inc. (Queenstake USA)
in securing approval from the Nevada Division of Environmental Protection to restart
milling operations. On March 25, 2009 approval was granted to recommence operations at
the Jerritt Canyon Mill and operations recommenced on that day. However, on June 10, 2009
the agreement with Queenstake USA to operate the mill was purportedly terminated by
Queenstake USA, and we are currently engaged in litigation in the Fourth District Court
for Elko County, Nevada, which is still pending, to enforce our contractual rights. We
have asserted cross claims for damages and performance obligations against Queenstake
USA, Queenstake Resources, Ltd., the guarantor corporation on the agreement, Yukon-Nevada
Gold Corp. (YNG), Queenstake USAs parent corporation, and an investor
in YNG who is a French national residing in Switzerland.

None of our mining prospects are
currently in the production stage. We believe the Bolivian government has become more
hostile to investment from the United States, and as a result during 2009 reduced our
operations in Bolivia significantly. We also discontinued mining and milling operations
on our C Zone mine and mill in December of 2009 due to the shortage of diesel fuel,
political instability and a substantial change in the Bolivian tax structure for mining
companies that severely limited our ability to become profitable on our Bolivian
operations.

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.
As a subsequent event, control of GEII Bolivia was transferred to an unaffiliated Swiss
Corporation on March 10, 2010, although we continue to own GEII Bolivia and the
underlying assets. There can be no assurance that the unaffiliated third party will
complete the acquisition of our Bolivian assets.

Going Concern Considerations       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 a working capital deficit of $1,649,318 as of
         December 31, 2009 and we have incurred substantial losses of $60,980,351 since our inception.
         In addition, we discontinued development at our C Zone mine and mill in December 2008 Our
         agreement with Queenstake USA to operate the Jerritt Canyon Mill was purportedly terminated by
         Queenstake USA on June 10, 2009, and we have not engaged in any revenue producing operations
         since that time. We can provide no assurance as to if or when we may generate revenues or
         recommence any milling operations.

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 these uncertainties.

F-9

We will likely seek to
obtain additional funds, through private placements of debt or equity securities,
short-term loans, suitable joint venture relationships and long-term debt financing.
However, there can be no assurance that capital or financing will be available to us on
reasonable terms, if at all.

# 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. (inactive), Eagle Mining of Bolivia, Ltd.
(inactive), 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 2008 have been reclassified to conform to the 2009 presentation. These
reclassifications were not material to the financial statements.

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 Risk         Our 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 $250,000 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. As
         of December 31, 2009, of our total fixed assets and properties net of depreciation and
         impairment, $200,000, or 5%, are located in Bolivia with the $3,980,000, or 95%, located in
         the United States. However, our receivables from our Jerritt Canyon operations are more than 90 days overdue and we have made appropriate allowances for
the risk regarding collection in our financial statements.

F-10

Fair Value of Financial
Instruments         Fair Value of Financial Instruments  the Company adopted SFAS ASC 820-10-50, Fair Value
         Measurements. This guidance defines fair value, establishes a three-level valuation hierarchy
         for disclosures of fair value measurement and enhances disclosure requirements for fair value
         measures. The three levels are defined as follows:

| | Level 1 inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities
in active markets.
|- | ---------------------------------------------------------------------------------------------------------------------------------

| | Level 2 inputs to the valuation methodology include quoted prices for similar assets and liabilities in active
markets, and inputs that are observable for the asset or liability, either directly or indirectly, for
substantially the full term of the financial instrument.
|- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Level 3
inputs to valuation methodology are unobservable and significant to the fair measurement.
|- | -------------------------------------------------------------------------------------------------

The carrying amounts reported in the
balance sheets for the cash and cash equivalents, accounts          receivable and
current liabilities each qualify as financial instruments and are a reasonable
         estimate of fair value because of the short period of time between the
origination of such          instruments and their expected realization and their current
market rate of interest. The          carrying value of notes payable approximates fair
value because negotiated terms and conditions          are consistent with current market
rates as of December 31, 2009 and 2008.

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.

Accounts Receivable and
Allowance for Doubtful AccountsAccounts receivable as of December 31, 2009 is
comprised of amounts billed and billable to customers, net of an allowance for
uncollectible amounts. In order to better understand the revenues reported for the year
ended December 31, 2009, it is important to note that $2,053,905 (less an allowance for
collectability of $875,441) are reflected as accounts receivable and current assets  meaning
that we have only received cash from Queenstake USA of approximately $1.1 million. We are
in litigation with Queenstake USA, and its parent corporation, Yukon-Nevada Gold Corp. at
the present time and do not expect to receive the cash for the amount due until the
litigation is resolved, and then only if the litigation is resolved in our favor and
Queenstake USA, or its parent YNG, is capable of making payment to us. To the extent that
we do not receive the cash payments from Queenstake USA or YNG timely (or at all), we
will likely have to write the collectible balance to zero.

InventoryInventories,
if any, consist of in-process ore and gold inventories.

F-11

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 doré. In-process inventories are valued at the lower of average production
cost or net realizable value. As of December 31, 2009 and 2008, there was no in-process
inventory.

Gold inventories represent processed
gold concentrates, doré 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, 2009 and 2008,
we held no gold in inventory.

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 expense totaled $58,265
and $21,381 for the years ended December 31, 2009 and 2008, 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 probable 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 tonnes of ore that are expected to be mined divided
by the total tonnes in proven and probable reserves in the property. Depletion for the
years 2009 and 2008 was $0, each year.

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.

F-12

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 Assets            We follow FASB ASC 360-10-35, 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.  The sale of Bolivian operations occurred during February 2010. As the
         sale price designated a value of our Bolivian assets, we impaired our assets to the level of
         consideration to be received for the sale which is $200,000 to be paid in Bolivia, $50,000 paid
         in the United States and the assumption of $143,000 in US liabilities. The result was an
         impairment expense of $1,196,070.  As of December 31, 2008 we fully impaired our property
         acquisition costs of our Tipuani-Cangalli prospect as well as the capitalized development cost
         as a result of our discontinuation of mining operations.  We also impaired a portion of our
         Precambrian properties for a total impairment expense during 2008 of $246,845.

Revenue Recognition and
Production CostsWith respect to the contract milling operations at the Jerritt
Canyon Mill we engaged in during our 2009 fiscal year, revenue was generated in three
manners; (a) once we incurred a cost on behalf of Queenstake USA, it was obligated to
reimburse us for those expenses; (b) Queenstake USA was also obligated to pay us a
percentage over the cost incurred; and (c) we were to earn a portion of the net income
attributable to the milling operations. Revenues are recorded on the cost and the cost
plus portion once the cost has been incurred. Revenues are recorded on our portion of net
income on a monthly basis after total revenues and costs are calculated.

Revenue is recognized on our own
mining and milling operations in Bolivia (none of which are currently ongoing) when the
price is determinable, upon delivery and transfer of title of gold to the customer and
when the collectability 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. Revenue generated during 2009 and
2008 is as follows:

|                                               |            |         
|---------------------------------------------- | ---------- | --------
|Revenues Sources                               | 2009       | 2008    
|Gold Sales - Bolivia                           | $-         | $19,307 
|Mill Operating Revenue - Expense Reimbursement | 3,141,894  | 474,878 
|Mill Operating Revenue - Cost Plus Fee         | 854,105    | 102,258 
|Total                                          | $3,995,999 | $596,443

Reclamation and Remediation
Costs (Asset Retirement Obligations) We have adopted FASB ASC 410, Accounting for Asset Retirement Obligations. FASB ASC 410 addresses
financial accounting and reporting for obligations associated with the retirement of tangible long-lived
assets and the associated asset retirement costs. In our Bolivian operations, we did not have a legal or
contractual obligation for reclamation or remediation of our mines after mining has ceased.  As a
result, the adoption of FASB ASC 410 does not currently have a material impact on our financial
position, results of operations or cash flows.  As the contract mill operator at the Jerritt Canyon Mill
we had no environmental remediation responsibilities.

F-13



Stock Based Compensation         As of January 1, 2006, we elected to measure and record compensation cost relative to stock
         option costs in accordance with FASB ASC 718,  Compensation-Stock Compensation,
         (prior authoritative literature: SFAS 123R) which requires the company to use the Black-Scholes
         pricing model to estimate the fair value of the options at the grant date.

As part of employment agreement with
Blane Wilson, our Chief Operating Officer, dated April 18, 2008 we agreed to grant Mr.
Wilson the following stock options:

| | (a)       
                        Signing option. Mr. Wilson was granted a signing bonus in the form of an option on the date of
         the execution of his employment agreement.  Subject to certain exceptions, the option is
         exercisable for a term of three years.  The option has an exercise price of number of $.3,59
         and is exercisable to acquire 27,855 shares of our common stock post reverse split.    This
         option vested immediately upon grant.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (b)       
               Quarterly option bonus.We agreed to grant Mr. Wilson a quarterly bonus
               in the form of an option at each 90-day that he remains a Company employee.
               Subject to certain exceptions, each quarterly option has a three-year term, and
               permits Mr. Wilson may purchase that number of shares of Company common stock
               that could be purchased with $25,000 in cash (based on the then current market
               conditions) at an exercise price equal to the average of the closing sales
               prices of our common stock for the 10 trading days prior to the date of grant.
               We expensed $87,800 during 2008 and $46,380 in 2009 in connection with the grant
               of these options.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|           |          |              |         
|---------- | -------- | ------------ | --------
|Date       | Amount   | Option Price | Quantity
|04/18/2008 | $100,000 | $3.59        | 27,855  
|07/17/2008 | 25,000   | 3.36         | 7,440   
|10/15/2008 | 25,000   | 1.63         | 15,337  
|01/13/2009 | 25,000   | .825         | 30,303  
|04/13/2009 | 25,000   | .78          | 32,051  
|07/13/2008 | 25,000   | .48          | 52,083  
|10/13/2009 | 25,000   | .645         | 38,760  
|Total      | $250,000 |              | 203,829 

Convertible Securities with Beneficial Conversion Features          In accordance with FASB ASC 470-20, Debt with Conversion and Other Options, 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.

F-14

(Loss) Per Share The computation of
basic earnings (loss) per common share is based on the weighted average number of shares
         outstanding during each year.

|                                                |             |            
|----------------------------------------------- | ----------- | -----------
|Loss per share for the years ended December 31, | 2009        | 2008       
|Net loss available to common stock shareholders | (4,226,994) | (1,756,382)
|Weighted average shares outstanding - basic     | 3,679,938   | 3,694,996  
|Basic (loss) per share                          | $(.00)      | $(.00)     

The computation of diluted earnings per common share is based on the weighted average number of shares
outstanding during the year plus the common stock equivalents as detailed in the following chart.  The
inclusion of these shares would have resulted in a weighted average shares fully diluted number that was
anti-dilutive and as such they are excluded from the weighted average shares basic and diluted
calculation.   All of the information in the below table regarding the fully diluted outstanding capital
of the Company gives effect to the 1-for-500 combination of our common stock (see Note I(3)  Subsequent
Events  Approval of Reverse Stock Split).

Stock equivalents considered but not
included in fully diluted shares due to anti-dilution for          the years ended
December 31,

|                       |           |          
|---------------------- | --------- | ---------
|                       | 2009      | 2008     
|Series B conversion    | 40,000    | 40,000   
|Series C conversion    | 975,493   | 975,493  
|Series D conversion    | 3,696,095 | -        
|Convertible debentures | 298,824   | 243,920  
|Options                | 203,829   | 50,632   
|Common stock payable   | 106,250   | 38,889   
|Total                  | 5,320,491 | 1,348,934

Income Taxes                   Income taxes are accounted for under the liability method of accounting for income taxes. Under
         the liability method, future tax liabilities and assets are recognized for the estimated future
         tax consequences attributable to differences between the amounts reported in the financial
         statement carrying amounts of existing assets and liabilities and their respective tax bases.
         Future tax assets and liabilities are measured using enacted or substantially enacted income
         tax rates expected to apply when the asset is realized or the liability settled. The effect of
         a change in income tax rates on future income tax liabilities and assets is recognized in
         income in the period that the change occurs. Future income tax assets are recognized to the
         extent that they are considered more likely than not to be realized. The Financial Accounting
         Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative literature: Financial
         Interpretation No. 48, Accounting for Uncertainty in Income Taxes  An Interpretation of FASB
         Statement No. 109 (FIN 48). FASB ASC 740-10 clarifies the accounting for uncertainty in income
         taxes recognized in an enterprises financial statements in accordance with prior literature
         FASB Statement No. 109, Accounting for Income Taxes. This standard requires a company to
         determine whether it is more likely than not that a tax position will be sustained upon
         examination based upon the technical merits of the position. If the more-likely-than-not
         threshold is met, a company must measure the tax position to determine the amount to recognize
         in the financial statements. As a result of the implementation of this standard, the Company
         performed a review of its material tax positions in accordance with recognition and measurement
         standards established by FASB ASC 740-10.  As a conclusion, the tax position of the Company has
         not met the more-likely-than-not threshold as of December 31, 2009.

F-15

Deferred taxes are provided on a
liability method whereby deferred tax assets tax assets are          recognized for
deductible temporary differences and operating loss and tax credit
         carry-forwards and deferred tax liabilities are recognized for taxable temporary
differences.          Temporary differences are the differences between the report
amounts of assets and liabilities          and their tax basis. Deferred tax assets are
reduced by a valuation allowance when, in the          opinion of management, it is more
likely than not that some portion or all of the deferred tax          assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects          of
changes in tax law and rates on the date of enactment.

Supplemental Cash Flow Information
           Non-cash investing and financing transactions during the periods consist of
the following:

|                                          |         
|----------------------------------------- | --------
|2009                                      |         
|Common stock issued for debt and interest | $193,603
|Preferred stock issued for debt interest  | $647,449
|                                          |         
|2008                                      |         
|Stock issued for debt and interest        | $836,842
|                                          |         
|                                         

Effect of New Accounting
Pronouncements         In January 2010, the FASB issued Accounting Standards Update 2010-02, Consolidation (Topic
         810): Accounting and Reporting for Decreases in Ownership of a Subsidiary. This amendment to
         Topic 810 clarifies, but does not change, the scope of current US GAAP. It clarifies the
         decrease in ownership provisions of Subtopic 810-10 and removes the potential conflict between
         guidance in that Subtopic and asset derecognition and gain or loss recognition guidance that
         may exist in other US GAAP. An entity will be required to follow the amended guidance beginning
         in the period that it first adopts FAS 160 (now included in Subtopic 810-10). For those
         entities that have already adopted FAS 160, the amendments are effective at the beginning of
         the first interim or annual reporting period ending on or after December 15, 2009. The
         amendments should be applied retrospectively to the first period that an entity adopted FAS
         160. The Company does not expect the provisions of ASU 2010-02 to have a material effect on the
         financial position, results of operations or cash flows of the Company.

F-16

In January 2010, the FASB issued
Accounting Standards Update 2010-01, Equity (Topic 505):          Accounting for
Distributions to Shareholders with Components of Stock and Cash (A Consensus of
         the FASB Emerging Issues Task Force). This amendment to Topic 505 clarifies the
stock portion          of a distribution to shareholders that allows them to elect to
receive cash or stock with a          limit on the amount of cash that will be
distributed is not a stock dividend for purposes of          applying Topics 505 and 260.
Effective for interim and annual periods ending on or after          December 15, 2009,
and would be applied on a retrospective basis. The Company does not expect          the
provisions of ASU 2010-01 to have a material effect on the financial position, results of
         operations or cash flows of the Company.

In October 2009, the FASB issued
Accounting Standards Update 2009-14, Software (Topic 985):          Certain Revenue
Arrangements That Include Software Elements. This update changed the accounting
         model for revenue arrangements that include both tangible products and software
elements.          Effective prospectively for revenue arrangements entered into or
materially modified in fiscal          years beginning on or after June 15,2010. Early
adoption is permitted. The Company does not          expect the provisions of ASU 2009-14
to have an effect on the financial position, results of          operations or cash flows
of the Company.

In October 2009, the FASB issued
Accounting Standards Update 2009-13, Revenue Recognition          (Topic 605):
Multiple-Deliverable Revenue Arrangements. This update addressed the accounting
         for multiple-deliverable arrangements to enable vendors to account for products
or services          (deliverables) separately rather than a combined unit and will be
separated in more          circumstances that under existing US GAAP. This amendment has
eliminated that residual method          of allocation. Effective prospectively for
revenue arrangements entered into or materially          modified in fiscal years
beginning on or after June 15, 2010. Early adoption is permitted. The          Company
does not expect the provisions of ASU 2009-13 to have a material effect on the
         financial position, results of operations or cash flows of the Company.

In September 2009, the FASB issued
Accounting Standards Update 2009-12, Fair Value Measurements          and Disclosures
(Topic 820): Investments in Certain Entities That Calculate Net Asset Value per
         Share (or Its Equivalent). This update provides amendments to Topic 820 for the
fair value          measurement of investments in certain entities that calculate net
asset value per share (or its          equivalent). It is effective for interim and
annual periods ending after December 15,2009.          Early application is permitted in
financial statements for earlier interim and annual periods          that have not been
issued. The Company does not expect the provisions of ASU 2009-12 to have a
         material effect on the financial position, results of operations or cash flows
of the Company.

In July 2009, the FASB ratified the
consensus reached by EITF (Emerging Issues Task Force)          issued EITF No. 09-1,
(ASC Topic 470) "Accounting for Own-Share Lending Arrangements in          Contemplation
of Convertible Debt Issuance" ("EITF 09-1"). The provisions of EITF 09-1,
         clarifies the accounting treatment and disclosure of share-lending arrangements
that are          classified as equity in the financial statements of the share lender.
An example of a          share-lending arrangement is an agreement between the Company
(share lender) and an investment          bank (share borrower) which allows the
investment bank to use the loaned shares to enter into          equity derivative
contracts with investors. EITF 09-1 is effective for fiscal years that          beginning
on or after December 15,2009 and requires retrospective application for all
         arrangements outstanding as of the beginning of fiscal years beginning on or
after December          15,2009. Share-lending arrangements that have been terminated as
a result of counterparty          default prior to December 15, 2009, but for which the
entity has not reached a final settlement          as of December 15, 2009 are within the
scope. Effective for share-lending arrangements entered          into on or after the
beginning of the first reporting period that begins on or after June 15,          2009.
The Company does not expect the provisions of EITF 09-1 to have a material effect on the
         financial position, results of operations or cash flows of the Company.

F-17

In March 2008,  the FASB issued FASB
ASC 815-10 (Prior  authoritative  literature:  SFAS No. 161,          Disclosures about
Derivative  Instruments and Hedging  Activities),  which is effective January
         1, 2009. FASB ASC 815-10 requires enhanced  disclosures about derivative
 instruments and hedging          activities  to allow  for a  better  understanding  of
their  effects  on an  entitys  financial          position,  financial  performance,
 and cash flows.  Among other things,  this standard  requires          disclosures of
the fair values of derivative  instruments  and  associated  gains and losses in a
         tabular  formant.  This standard is not currently  applicable to the Company
since we do not have          derivative instruments or engage in hedging activity.

F-18

In May 2008, the FASB issued FASB
ASC 944 (Prior authoritative literature: SFAS No. 163,          "Accounting for Financial
Guarantee Insurance Contracts - an interpretation of FASB Statement          No. 60").
FASB ASC 944 interprets Statement 60 and amends existing accounting pronouncements to
         clarify their application to the financial guarantee insurance contracts
included within the          scope of that Statement. This standard is effective for
financial statements issued for fiscal          years beginning after December 15, 2008,
and all interim periods within those fiscal years.  As          such, the Company is
required to adopt these provisions at the beginning of the fiscal year          ended
December 31, 2008. The Company does not believe this standard will have any impact on the
         financial statements.

In April, 2009, the FASB issued FASB
ASC 810-10-65 (Prior authoritative literature: SFAS No.          164, Not-for-Profit
Entities: Mergers and Acquisitions) which governs the information that a
         not-for-profit entity should provide in its financial reports about a
combination with one or          more other not-for-profit entities, businesses or
nonprofit activities and sets out the          principles and requirements for how a
not-for-profit entity should determine whether a          combination is in fact a merger
or an acquisition. This          standard is effective for mergers occurring on or after
Dec. 15, 2009 and for acquisitions          where the acquisition date is on or after the
beginning of the first annual reporting period,          beginning on or after Dec. 15,
2009. This standard does not apply to the Company since the          Company is
considered a for-profit entity.

In May 2009, FASB issued FASB ASC
855-10 (Prior authoritative literature: SFAS No. 165,          "Subsequent Events").
FASB ASC 855-10 establishes principles and requirements for the reporting          of
events or transactions that occur after the balance          sheet date, but before
financial statements are issued or are available to be issued. FASB ASC          855-10
is effective for financial statements issued for fiscal years and interim periods ending
         after June 15, 2009. As such, the Company adopted these provisions at the
beginning of the          interim period ended June 30, 2009. Adoption of FASB ASC 855-10
did not have a material effect          on our financial statements.

In June 2009, the FASB ASC 860-10
(Prior authoritative literature: issued SFAS No. 166,          Accounting for Transfers
of Financial Assets, an Amendment of FASB Statement No. 140), which          eliminates
the concept of a qualifying special-purpose entity (QSPE), clarifies and amends
         the de-recognition criteria for a transfer to be accounted for as a sale, amends
and clarifies          the unit of account eligible for sale accounting and requires that
a transferor initially          measure at fair value and recognize all assets obtained
and liabilities incurred as a result of          a transfer of an entire financial asset
or group of financial assets accounted for as a sale.          This standard is effective
for fiscal years beginning after November 15, 2009. The Company is          currently
evaluating the potential impact of this standard on its financial statements, but
         does not expect it to have a material effect.

In June 2009, the FASB issued FASB
ASC 810-10-65 (Prior authoritative literature:  SFAS          No. 167, Amendments to
FASB Interpretation No. 46(R)) which amends the consolidation guidance
         applicable to a variable interest entity (VIE). This standard also amends the
guidance          governing the determination of whether an enterprise is the primary
beneficiary of a VIE, and          is therefore required to consolidate an entity, by
requiring a qualitative analysis rather than          a quantitative analysis.
Previously, the standard required reconsideration of whether an          enterprise was
the primary beneficiary of a VIE only when specific events had occurred. This
         standard is effective for fiscal years beginning after November 15, 2009, and
for interim          periods within those fiscal years. Early adoption is prohibited. The
Company is currently          evaluating the potential impact of the adoption of this
standard on its financial statements,          but does not expect it to have a material
effect.

TM (Codification) as the source of
authoritative accounting principles recognized by the FASB          to be applied by
nongovernmental entities in the preparation of financial          statements in
conformity with GAAP. FASB ASC 105-10 is effective for financial statements
         issued for fiscal years and interim periods ending after September 15, 2009. As
such, the          Company is required to adopt these provisions at the beginning of the
fiscal year ending          December 31, 2009.  Adoption of FASB ASC 105-10 did not have
a material effect on the Companys          financial statements.

# 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:

|                                                                 |                     |              
|---------------------------------------------------------------- | ------------------- | -------------
|                                                                 | 2009                | 2008         
|Mine development costs                                           | $          $752,339 | $    $752,339
|Mineral properties                                               | 1,372,977           | 1,414,997    
|Total mineral interests and development costs                    | 2,125,316           | 2,167,336    
|Less: accumulated impairment and depletion of development costs  | -                   | -            
|Less: accumulated impairment and depletion of mineral properties | (2,056,420)         | (791,845)    
|Net mine development costs                                       | $68,896             | $1,375,491   
|Our mining equipment consists of the following:                 
|                                                                 | 2009                | 2008         
|Machinery and equipment                                          | $    397,081        | $    594,615 
|Replacement materials and parts                                  | 93,342              | 123,636      
|Tools                                                            | 6,002               | 15,102       
|Total mining equipment                                           | 496,426             | 733,353      
|Less: accumulated depreciation                                   | (228,997)           | (237,709)    
|Net mining equipment                                             | $    $267,429       | $    495,644 

F-19

During 2008 we impaired $246,845 of our Precambrian property as a result of our decision on
         March 1, 2009 not to renew our claims rights on certain of our Precambrian claims. We did not
         renew our claims on 67% of our acreage on our Precambrian properties. On March 1, 2010, in
         connection with the transfer of control (but not yet ownership) of our Bolivian assets to an
         unaffiliated Swiss corporation, the Swiss corporation paid on our behalf approximately $112,000
         to renew our remaining Bolivian mining claims.  The sale of Bolivian operations occurred during February
2010.  As the sale price designated a value of our Bolivian assets, we impaired our assets to the
level of consideration to be received for the sale which is $200,000 to be paid in Bolivia,
$50,000 paid in the United States and the assumption of $143,000 in US liabilities.  The result was an
impairment expense of $1,196,070.  There can be no assurance that the Swiss corporation will complete
the acquisition of our Bolivian assets.

Our mineral interests consist of the following specific properties:

|                                     |               |              
|------------------------------------ | ------------- | -------------
|                                     | 2009          | 2008         
|                                     |              
|Precambrian mineral properties(1)    | $   1,372,977 | $   1,372,977
|Tipuani-Cangalli mineral prospect(2) | -             | 581,138      
|Total                                | 1,372,977     | $1,414,997   

| | 1         On March 1, 2009, we elected to reduce our mining concessions in the Precambrian Shield in
         eastern Bolivia from 136,500 acres to 42,731 acres. We retained the Buen Futuro claims
         containing the A Zone on which we have generated the most drill and other sampling data, as
         well as the Gran Serpiente claims on which the C Zone gold mill and mine are located. We also
         retained the highly prospective Cobra claims on the northern end of the Ascension Gold-Copper
         Trend.  On March 1, 2010, in connection with the transfer of control (but not yet ownership) of
         our Bolivian assets to an unaffiliated Swiss corporation, the Swiss corporation paid on our
         behalf approximately $112,000 to renew our remaining Bolivian mining claims.  There can be no
         assurance that the Swiss corporation will complete the acquisition of our Bolivian assets.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 2         We elected not to renew our mining concessions for the Tipuani-Cangalli prospect as of March 1,
         2009 and, therefore, we have abandoned that prospect.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note D  Loans and
Notes Payable

F-20

We have debt obligations outstanding at December 31, 2009 and 2008 as follows:

|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |           |          
|------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------ | --------- | ---------
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 2009      | 2008     
|Other Notes Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      |           |          
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A note totaling $220,000 payable to Casco Credit with and interest rate of 12% which matured on March
24, 2009.  We did not pay this note when it was due.  The creditor has not demanded payment or declared
default.  At the option of the holder, the holder may declare a default which will result in the note
beginning to accrue interest at a default rate of 5% per month. This note is secured by our Gold Bar
mill located 25 miles north of Eureka, Nevada, and if a default is declared the holder might be able to
foreclose against this asset.  As of December 31, 2009, we had accrued $108,421 in interest on this note.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | 220,000   | 220,000  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A note totaling $33,000 payable to Casco Credit with and interest rate of 12% which matured on February
21, 2010.  If this note is not paid in full, the holder may declare a default which will result in the
note beginning to accrue interest at a default rate of 5% per month. This note is secured by the Gold
Bar mill located 25 miles north of Eureka, Nevada, and if a default is declared the holder might be able
to foreclose against this asset.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           | 70,909    | 202,840  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The payable to Edmundo Arauz, a Bolivian resident with an interest rate of 8% per annum which matures on
December 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 15,000    | -        
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A note totaling $15,000 payable to John Saunders with an interest rate of 8% per annum that matured on
March 31, 2010 and was extended until December 31, 2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | 170,000   | 5,500    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Effective February 6, 2007 we issued a convertible note with our Chief Financial Officer. The note was
issued in lieu of an obligation that was to be payable in our common shares to our Chief Financial
Officer. This note was originally for $50,000, had a term of 2 years, and was convertible into 11,111
shares of our common stock at the closing price for our common stock on February 6, 2007, which was
$.4.50, post reverse split.  As the market price and the conversion price on the date of commitment were
the same, no beneficial conversion feature was applied. Upon its maturity, our Board of Directors
elected to issue a convertible promissory note to meet this retention bonus commitment because we did
not have sufficient common stock available for issuance to satisfy this obligation.  On April 1, 2009 an
additional $25,000 in stock payable was added to this note for a total $75,000. This note has been
extended until April 30, 2010. As of December 31, 2010 we had accrued $13,076 in interest on this note                                                                                                                                                                  | 75,000    | 50,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|The note payable to Nestor Dimas Perez with an interest rate of 8% per annum which matured on December
31, 2009. On January 28, 2009, this note, plus accrued interest of $1,262 was converted into 117,735
shares of our common stock post reverse split.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | -         | 39,945   
|Total other notes payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | 508,909   | 468,285  
|Related party payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |           |          
|Effective February 6, 2007 we issued a convertible note to our Chief Financial Officer. The note was
issued in lieu of an obligation that was to be payable in our common shares to our Chief Financial
Officer. This note was originally for $50,000, had a term of 2 years, and was convertible into 11,111
shares of our common stock at the closing price for our common stock on February 6, 2007, which was
$4.50 (the number of shares and conversion price reported give effect to the 1-for-500 combination of
our common stock (see Note I(3)  Subsequent Events  Approval of Reverse Stock Split).  As the market
price and the conversion price on the date of commitment were the same, no beneficial conversion feature
was applied. Upon its maturity, our Board of Directors elected to issue a convertible promissory note to
meet this retention bonus commitment because we did not have sufficient common stock available for
issuance to satisfy this obligation.  On April 1, 2009 an additional $25,000 in stock payable was added
to this note for a total $75,000. This note has been extended until April 30, 2010. As of December 31,
2010 we had accrued $13,076 in interest on this note. | 75,000    | 50,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A note payable in the amount of $7,525 to a Bolivian officer at 8% per annum. The note was retired
during 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | -         | 7,525    
|Total related party payable                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              | 75,000    | 57,525   
|Convertible debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |           |          
|A debenture payable to Robert Chramosta dated May 21, 2008, maturing on May 22, 2010 at 8 %. On June 30,
2009 this note was converted into 50,000 shares of our Series D Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | -         | 50,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture payable to Andrew Geiss dated July 3, 2008, maturing on May 16, 2010 at 8 %                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | 25,000    | 25,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture payable to the John Saunders Trust dated July 7, 2008, maturing on July 7, 2010 at 8%                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | 50,000    | 50,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A  debenture  payable to Robert  Richmeier  dated July 18,  2008,  maturing  on May 16,  2010 at 8%. On
October 1, 2009,  this debenture  plus $382 of accrued  interest was converted into 4,383 shares of our
common stock post reverse split                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          | -         | 4,000    
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture payable to Lonestar Equity Group dated August 12, 2008, maturing on August 8, 2010 at 8%. On
June 30, 2009 this note was converted into 25,000 shares of our Series D Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       | -         | 25,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture payable to the Virginia Penrod Trust dated September 3, 2008, maturing on September 3, 2010
at 8%. On June 30, 2009, this note was converted into 25,000 shares of our Series D Preferred Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | -         | 25,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture  payable of $52,000 to Dewey L.  Williams and the Dewey L. Williams  Profit  Sharing Plan &
Trust dated  September  19,  2008,  maturing on  September  11,  2010 at 8% On January  28,  2009,  the
debenture  plus  accrued  interest of $614 was  converted  into 58,897  shares of our common stock post
reverse  split.  The addition of $52,000 was received in full on April 22, 2009,  maturing on April 22,
2010.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    | 52,000    | 20,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A debenture payable to Meridian International Holdings dated September 17, 2008, maturing on September
15, 2010 at 8%. On June 30, 2009 this note was converted into 25,000 shares of our Series D Preferred
Stock.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      | -         | 25,000   
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|A convertible debenture to a current shareholder that matured on  May 2, 2009 bearing interest at 7% per
annum with a default rate of 10%.  This debenture is convertible into our restricted common stock at
$.025 per share. On April 15, 2009 we were informed that this debenture had been purchased by a third
party. On June 30, 2009 the holder converted the $249,000 principal amount of this                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | -         | 249,000  
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Total convertible debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             | 127,000   | 473,000  
|Discount on debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | (31,750)  | (162,395)
|Debentures (net)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         | 95,250    | 310,605  
|Total Loans, notes and debentures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        | $679,159  | $836,415 
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Less: Current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | (679,159) | (774,810)
|                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|Non-current maturities                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   | $ -       | $ 61,605 

F-21 & F-22

Convertible Debentures
         During the year ending December 31, 2008 we issued15 convertible debentures
totaling $363,500.          Each of these debentures carry an interest rate of 8% per
annum payable at maturity and mature          two years from the date of the debenture.
 Each debenture, and its accrued interest, is          convertible into restricted shares
of our common stock at any time by the holder of the          debenture. As of December
31, 2008, $139,500 of these debentures had been converted into          128,126 common
shares, leaving outstanding debentures totaling $224,000 convertible into
         224,000 common shares.  As these debentures carry a conversion price that was
less than market          price on the date of issuance, the rules of beneficial
conversion apply.  The difference          between the conversion rate and the market
rate is classified as a discount on the note and          accreted over the term of the
debenture, which in this case is 24 months.  The face amount of          the nine
outstanding debentures as of December 31, 2008 was $224,000.  On the balance sheet
         they have been discounted by $162,395 to $61,605.  The discounted amount is
accreted over the          twenty-four month period or in its entirety if the debenture
is converted during the term.  As          of December 31, 2008, $173,298 had been
accreted to financing costs.

F-23

As of December 31, 2009, we had
three convertible debentures outstanding totaling $127,000.          Each of these
debentures carries an interest rate of 8% per annum payable at maturity.  Two of
         these debentures matured on May 16, 2010 and July 7, 2010 and the other
debenture in the face          amount of $52,000 matured on March 19, 2010. By their
terms each debenture, and its accrued          interest, is convertible into restricted
shares of our common stock.  Currently, these          debentures are convertible into a
total of 298,824 shares of our restricted common stock post          reverse split.  As
these debentures carry a conversion rate that is less the than market rate          the
rules of beneficial conversion apply.  The difference between the conversion rate and the
         market rate is classified as a discount on the debentures and accreted over the
term of the          debenture.  The aggregate face amount of the outstanding debentures
is $127,000.  On the          balance sheet they have been discounted by $31,750 to
$95,250.  The discounted amount is          accreted over the term of the debenture or in
its entirety if the debenture is converted during          the term.  During the year
ended December 31, 2009, $182,645 was accreted to financing costs

# Note E  Income
Taxes

The Financial  Accounting  Standards Board (FASB) has issued FASB ASC 740-10 (Prior authoritative
         literature:  Financial  Interpretation  No. 48,  "Accounting for Uncertainty in Income Taxes - An
         Interpretation  of FASB  Statement No. 109 (FIN 48)).   FASB ASC 740-10  clarifies the accounting
         for  uncertainty  in  income  taxes  recognized  in  an  enterprise's   financial  statements  in
         accordance  with prior  literature  FASB Statement No. 109,  Accounting  for Income Taxes.   This
         standard  requires a company to determine  whether it is more likely than not that a tax position
         will be sustained  will be sustained  upon  examination  based upon the  technical  merits of the
         position.   If the  more-likely-than-  not  threshold  is met,  a company  must  measure  the tax
         position to determine  the amount to recognize in the financial  statements.   As a result of the
         implementation  of this  standard,  the Company  performed a review of its material tax positions
         in  accordance  with  recognition  and  measurement  standards  established  by FASB ASC  740-10.
          Deferred  taxes are provided on a liability  method  whereby  deferred tax assets are recognized
         for  deductible  temporary  differences  and  operating  loss and tax  credit  carryforwards  and
         deferred  tax  liabilities  are  recognized  for  taxable   temporary   differences.   Temporary
         differences  are the  differences  between the  reported  amounts of assets and  liabilities  and
         their tax basis.   Deferred tax assets are reduced by a valuation  allowance when, in the opinion
         of  management,  it is more likely than not that some  portion or all of the  deferred tax assets
         will not be  realized.   Deferred  tax assets and  liabilities  are  adjusted  for the effects of
         changes in tax laws and rates on the date of enactment.

F-24

| | Deferred tax assets and the valuation account are as follows:
| | -------------------------------------------------------------

|                                 |                                 |                 
|-------------------------------- | ------------------------------- | ----------------
|                                 | For the Years EndedDecember 31,
|                                 | 2009                            | 2008            
|Deferred tax Asset:              |                                 |                 
|Net operating loss carry forward | $      4,385,000                | $      4,022,000
|Valuation allowance              | (4,385,000)                     | (4,022,000)     
|                                 | -                               | -               

The components of income tax expense are as follows:

|                              |                                 |           
|----------------------------- | ------------------------------- | ----------
|                              | For the Years EndedDecember 31,
|                              | 2009                            | 2008      
|Current Federal tax           | $-                              | $-        
|Current State tax             | -                               | -         
|Change in NOL benefit         | $        (363,000)              | $(161,000)
|Change in valuation allowance | 363,000                         | 161,000   
|$-                            | $-                             

The Company has adopted FASB ASC 740-10 to account for income  taxes.  The Company  currently has
         no issues  creating timing  differences  that would mandate  deferred tax expense.  Net operating
         losses  would  create  possible  tax  assets  in  future  years.  Due to the  uncertainty  of the
         utilization of net operating loss carry  forwards,  an evaluation  allowance has been made to the
         extent of any tax benefit that net operating losses may  generate.  A  provision for income taxes
         has not been made due to net operating loss  carry-forwards  of $12,900,000 and $11,830,000 as of
         December  31, 2009 and  December  31,  2008,  respectively,  which may be offset  against  future
         taxable income through 2029. No tax benefit has been reported in the financial statements.

A reconciliation of the beginning
and ending amount of unrecognized tax benefits is as follows:

|                                                |                                 |     
|----------------------------------------------- | ------------------------------- | ----
|                                                | For the years endedDecember 31,
|                                                | 2009                            | 2008
|Beginning Balance                               | $-                              | $-  
|Addition for tax positions of prior years       | -                               | -   
|Reductions for tax positions of prior years     | -                               | -   
|Deductions in benefit due to income tax expense | -                               | -   
|Ending Balance                                  | $-                              | $-  

F-25

The Company did not have any tax
positions for which it is reasonably possible that the           total amount of
unrecognized tax benefits will significantly increase or decrease within the
          next 12 months.

The Company includes interest and
penalties arising from the underpayment of income taxes in           the consolidated
statements of operations in the provision for income taxes.  As of December           31,
2009 and 2008, the Company had no accrued interest or penalties related to uncertain tax
          positions.

The tax years that remain subject to
examination by major taxing jurisdictions are those           for the years ended
December 31, 2009, 2008 and 2007.

# Note F 
Stockholders Equity

Common Stock         During 2009, on a post reverse split basis, we issued a total of 878,307 shares of our common
         stock and valued at $213,603. This included 57,143 shares of common stock that were sold to
         various individuals for cash in a private placement at a price of $.35 per share for total
         proceeds of $20,000.  Additionally during 2009, we issued 545,014 shares of common stock to
         satisfy debt at prices between $.35 and $1.00 per share for a total value of $193,603. We also
         issued 276,150 common shares upon the conversion of 55,230 shares of our Series D Preferred
         Stock at a price of $.20 per share totaling $55,230.

During 2008, on a post reverse split basis, we issued a total of 842,266 shares of our common
         stock and valued at $1,294,237. This included, 132,664 shares of common stock that were sold to
         various individuals for cash in a private placement at prices ranging from $.40 to $2.50 per
         share for total proceeds of $172,125. We also issued 101,226 shares of common stock to various
         individuals for services valued at the publicly traded stock prices on the day of issuance
         ranging from $.1.00 to $5.50 for total value of $232,538. During 2008, 22,232 shares of common
         stock were issued 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 $1.00 to
         $3.90 for a total value of $52,732.  Additionally during 2008, we issued 453,163 to satisfy for
         debt and interest at prices between $1.00 per share and $5.00 per share for a total value of
         $836,842.

F-26

Stock Compensation Plans         On June 4, 2008 we adopted the2008 Employees and Consultants Stock Compensation Plan (the 2008
         Plan) and reserved 30,000,000 shares (60,000 shares on a post split basis) of common stock
         under that plan.  We filed an S-8 registration statement with the Securities and Exchange
         Commission registering the issuance of the shares reserved under the 2008 Plan.  During fiscal
         2008 we issued certain consultants and employees stock all of the 30,000,000 shares (60,000
         shares on a post split basis) of common stock that were available for issuance under the 2008
         Plan.

Additionally, at a special meeting of shareholders held on March 23, 2010 the Companys
         shareholders approved the Golden Eagle International, Inc. Revised 2009 Equity Incentive Plan
         (the 2009 Plan).  On October 7, 2009 Companys Board of Directors adopted the Plan and
         granted stock options pursuant to it.  However, the adoption of the 2009 Plan and the options
         granted under it were contingent on receiving shareholder approval of the 2009 Plan.   After
         receiving shareholder approval the 2009 Plan and the options granted pursuant to it became
         effective.

Preferred stock         Our Articles of Incorporation provide that we may issue up to 10,000,000 shares of preferred
         stock.  Subject to the requirements of the Colorado Business Corporation Act, the Board of
         Directors may issue the preferred stock in series with rights and preferences as the Board of
         Directors may determine appropriate, without shareholder approval.  To date, the Board of
         Directors has authorized the creation of four series of preferred stock as described below.

Series A Convertible Preferred
Stock         In March 2005, we authorized 3,500,000 shares of our Series A Convertible Preferred Stock, none
         of which are currently outstanding.

Series B Contingent
Convertible Preferred Stock         On January 10, 2007 we created a Series B Preferred Stock by filing an amendment to our
         Articles of Incorporation with the Colorado Secretary of State.  By its original terms each share of Series B
         Preferred Stock is convertible into 250 shares (.5 shres ona post split basis) of our common
         stock. During the first quarter of 2007, we issued 461,301 shares of Series B Preferred Stock
         for cash from investors and 12,103 shares of Series B Preferred Stock to 9 employees for
         services. During the second quarter of 2007 we issued 963,960 shares of Series B Preferred
         Stock for cash and for the conversion of debt.   During the third quarter of 2007 we issued
         130,041 shares of our Series B Preferred Stock for cash and the conversion of existing debt and
         accrued interest.  A total of 3,556,004 shares of Series B had been issued as of December 31,
         2007.  As of December 31, 2009, 98% or 3,476,004 of the Series B shares had been converted into
         1,738,002 common shares, leaving 80,000 Series B Preferred Shares outstanding.

Series C Contingent Convertible
Preferred Stock          On December 29, 2008 our board of directors approved the terms
of our Series C Preferred Stock          and designated one share of preferred stock as
Series C Preferred Stock.  The single share of          Series C Preferred Stock is
convertible into 975,493 of our common shares, but only upon the          Company
increasing its authorized capital or additional shares of Company common stock becoming
         available for issuance.  As of December 31, 2009 one share of our Series C
Preferred Stock was          outstanding.

Series D Contingent
Convertible Preferred Stock                  On July 6, 2009 we created a Series D Preferred Stock by filing an amendment to our Articles of
         Incorporation with the Colorado Secretary of State.  Each share of Series D Preferred Stock is
         convertible into 2,500 shares of our common stock, but only upon the Company increasing its
         authorized capital or additional shares of Company common stock becoming available for
         issuance. During 2009 we issued 794,449 shares of our Series D Preferred Stock.  As of December
         31, 2009; 55,230 shares of our Series D Preferred Stock had been converted into 276,150 shares
         of our common stock leaving 739,219 shares of our Series D Preferred Stock outstanding.

Upon the 1-for-500 reverse stock
split being effected the conversion rate of the Series D          Preferred Stock will be
proportionately adjusted to reflect the reverse stock split.  The          number of
shares of Company common stock issued upon conversions of the Series D Preferred
         Stock noted above is reported giving effect to the 1-for-500 combination of our
common stock          (see Note I(3)  Subsequent Events  Approval of Reverse Stock
Split).

F-27

On March 23, 2010, the shareholders
approved a 1 for 500 reverse stock split of the companys         outstanding common
stock. The company established April 28, 2010 as the effective date of the
        reverse stock split. The effect of the reverse split has been retroactively
applied to all prior         stock transactions of the company.

# Note G  Related
Party Transactions (Restated)

From 1997 through July 31, 2002, we made cumulative unsecured net advances to our president.
         As of December 31, 2007, the outstanding balance of these advances totaled $216,783.  However,
         as of December 31, 2008, we also owed our president $216,783 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 and forgave $60,000 in accrued salary each year. This forgiveness was recorded as a contribution to paid-in capital
on the restated financial statements.  These notes net each other out and are not carried on the balance sheet.

F-28

Our officers and directors made the following loans to the company during 2009 and 2008;

|     |                       |             |             |                                
|---- | --------------------- | ----------- | ----------- | -------------------------------
|Date | Affiliated Lender     | Loan Amount | (Repayment) | Outstanding Balance at Year end
|    
|2009 |                       |             |             |                                
|     | Terry C. Turner       | $30,000     | $(30,000)   | $-                             
|     | Tracy Madsen(A)       | 35,000      | (35,000)    | -                              
|     | Harlan (Mac) DeLozier | 10,027      | -           | 10,027                         
|     | Total                 | $  75,027   | $(65,000)   | $10,027                        
|2008 |                       |             |             |                                
|     | Harlan (Mac) DeLozier | 38,497      | (49,847)    | -                              
|     | Tracy Madsen(A)       | 27,000      | (98,000)    | -                              
|     | Total                 | $64,497     | $(147,847)  | $ -                            
|     |                       |             |             |                                

| | (A) | Loans from Mr. Madsen were made from Avcon Services, Inc., a company owned and controlled by
         him. Avcon Services, Inc. was paid $7,772 in interest during 2009 for loans made to the
         company.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

Deferred salary          As of
December 31, 2009 and 2008 we owed the following officers accrued compensation.

|                              |                           |          |          
|----------------------------- | ------------------------- | -------- | ---------
|Officer Deferred Compensation | Position                  | 2009     | 2008     
|Terry C. Turner               | Chief Executive Officer   | $113,549 | $  44,300
|Tracy A. Madsen               | Chief Financial Officer   | 50,166   | 44,167   
|Harlan M. (Mac) DeLozier      | VP Bolivia Administration | 35,542   | 52,451   
|Blane W. Wilson               | Chief Operating Officer   | 15,900   | -        
|Total                         |                           | $215,157 | $140,918 

As of December 31, 2009, we have
accrued $13,070 in interest on unpaid past due wages that          will be paid at which
time sufficient cash is available.  Interest on accrued wages is          included in
accrued interest payable.

# Note H 
Commitments and Contingencies

Office Leases         Our executive offices are located at 9661 South 700 East, Salt Lake City, Utah 84070. This
         suite of offices consists of three executive offices, a conference room, reception space,
         filing areas and copy and faxing facilities and are suitable for our needs. We pay $1,619 per
         month on the lease which expires on July 31, 2010.  We are allowed to terminate the lease at
         any time for a $1,619 penalty plus a 30-day notice, which at this stage of the lease is our
         only obligation.

We also lease 35 square meters of office space located in Santa Cruz de la Sierra, Bolivia,
         which is our Bolivian headquarters. This lease expires February 15, 2010. We pay $188 per month
         for this lease as well as $200per month for 360 square meters of warehouse space in Santa Cruz,
         Bolivia. We believe that we would be released from both of our leases in Bolivia with minimal
         notice.

F-28

|                               |                   |              |                  
|------------------------------ | ----------------- | ------------ | -----------------
|Location                       | Size              | Monthly rent | Lease Expiration 
|Salt Lake City                 | 1,183 square feet | $1,619       | July 31, 2010    
|Santa Cruz, Bolivia            | 35 square meters  | 188          | February 15, 2010
|Warehouse, Santa Cruz, Bolivia | 360 square meters | 200          | month to month   
|Total                          |                   | $2,007       |                  

The following schedule shows the
composition of total remaining commitments for office leases.

|                          |        
|------------------------- | -------
|Years ending December 31, |        
|2010                      | $11,915
|2011                      | -      
|2012                      | -      
|2013                      | -      
|Thereafter                | -      
|Total                     | $11,915

Rent  expense  for the years  ended  December  31,  2009 and 2008 was  approximately  $23,692 and
         $26,308respectively.

# Legal Proceedings

| |  | GEII v.
Queenstake Resources USA Inc., Yukon-Nevada Gold Corp., et al.
| |  | ----------------------------------------------------------------------

| | On June
10, 2009, we received a notice (the Notice) from Queenstake Resources USA, Inc. (Queenstake
USA), the wholly owned subsidiary of Yukon-Nevada Gold Corp., (MYNG), advising us that
Queenstake USA allegedly terminated the agreement between Golden Eagle and Queenstake USA
regarding the operation of the Jerritt Canyon Mill.  The Notice provided that Queenstake
USA believed that the termination was effective immediately.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Also on
June 10, 2009, Queenstake USA filed a complaint against us in the Fourth Judicial
District Court of the State of Nevada for Elko County (Queenstake Resources USA,
Inc.(Plaintiff) v. Golden Eagle International, Inc (Defendant).; Golden Eagle
International, Inc. (Counterclaimant) v. Queenstake Resources USA, Inc. (Counter
Defendant); Golden Eagle International, Inc. (Third Party Plaintiff) v. Francois Marland,
John Does 1-10, Queenstake Resources, Ltd. and Yukon-Nevada Gold Corp. (Third-Party
Defendants), case no. CVC-C-09-544 Dept 2).  In the complaint, Queenstake USA alleges
that Golden Eagle breached an agreement between the parties with respect to the operation
of the Jerritt Canyon Mill; breached an implied covenant of good faith and fair dealing;
and committed negligence in the operation of the Jerritt Canyon Mill. Further, in the
complaint Queenstake USA sought a declaratory judgment that Golden Eagle is obligated to
leave the Jerritt Canyon Mill site and cease operating the mill.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | We believed
then, and continue to believe, that Queenstake USAs allegations are false and wholly
without merit.  On July 9, 2009, we filed an answer, counterclaim and third-party
complaints. Our answer specifically denies those allegations made in the complaint filed
(but never served) by Queenstake USA on June 10, 2009.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The matter
is proceeding.
| | -------------------------

| |  | United Rentals
Northwest, Inc. v. Golden Eagle International, Inc., Queenstake Resources USA,    Inc.,
Yukon-Nevada Gold Corp., et. al.
| |  | ---------------------------------------------------------------------------------------------------------------------------------------

| | On December
31, 2009 United Rentals Northwest, Inc. filed a complaint against us, Yukon-Nevada Gold
Corporation and Queenstake Resources USA, Inc. in the Fourth District Court in Elko,
Nevada. In its complaint United Rentals is seeking payment for construction rental
equipment supplied to us, Yukon-Nevada Gold Corporation and Queenstake Resources USA in
the amount of $52,845 plus attorneys fees. A notice and claim of lien was recorded on
the Jerritt Canyon mill on October 6, 2009.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On February
16, 2010, we filed an answer to this complaint in the Fourth District Judicial Court in
Elko, Nevada. In our answer we allege that we had contracted with Queenstake Resources
USA, Inc. and that Queenstake/YNG are responsible for payments to United Rentals
Northwest, Inc. We believe that this matter has been settled by YNG and United Rentals,
but have not formally been informed of the outcome and the Plaintiffs complaint has not
yet been dismissed.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Bright v.
Golden Eagle International, Inc., Rocky Mountain Hospital and Medical Service,
        Anthem Blue Cross and Blue Shield, et. al.
| |  | -------------------------------------------------------------------------------------------------------------------------------------------

| | On February
26, 2010, we were served with a complaint in the case of Bright v. Golden Eagle, et al.,
filed in the Fourth District Court of Elko County that alleges that we breached our
employment agreement to Mr. Bright, who was our employee until June 10, 2010, by not
maintaining his health insurance through the period in which his wife gave birth to the
Brights child in the Rocky Mountain Hospital. The complaint alleges further that all of
the defendants breached their various contractual obligations and duties to the Brights,
were negligent in the failure to pay the Brights medical bills associated with the
delivery of their child, and negligently and intentionally inflicted emotional distress
on the Brights. Anthem Blue Cross and Blue Shield has sought to have this matter removed
to the Federal District Court in Reno, Nevada. The case is ongoing and we have, and
expect to continue to, defend this matter.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Note I  Subsequent
Events

| | (1)       Blane
Wilson appointed Executive Mining Advisor for Klondex Mines Ltd.
| | --------------------------------------------------------------------------------

| | In February
2010 our Chief Operating Officer Blane Wilson was appointed as Executive Mining Advisor,
Nevada Operations, by Klondex Mines Ltd. (KDX). In that capacity Mr. Wilson will
oversee KDXs underground mining program at its Fire Creek high-grade gold deposit.
However, Mr. Wilson will continue to serve as Golden Eagles COO, pursuant to his
existing employment agreement with his primary focus on development efforts for the
Companys Gold Bar Mill located in Nevada.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (2)       Transfer
of control of Bolivian subsidiary
| | ----------------------------------------------------

| | Effective March
10, 2010, we transferred control of our Bolivian operations and assets to an unaffiliated
Swiss corporation by granting that Swiss corporation a power of attorney although we have
not yet transferred ownership of those assets.  The Swiss corporation has paid $112,000
to the Bolivian authorities as claims fees to maintain our concessions in eastern
Bolivia. The Swiss corporation has also paid us $50,000, and has further paid
approximately $53,000 (out of its obligation of $100,000) to satisfy certain of our
obligations in Bolivia.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Upon transfer
of ownership of the properties to the Swiss corporation which is          expected to
occur in the second quarter of 2010 (if it should occur, of which there can be no
         assurance), the Swiss corporation is required to pay an additional $100,000 of
our obligations          to Bolivian creditors (for a total of $200,000); to assume
certain Golden Eagle obligations in          Bolivia in an estimated amount of $170,000;
and to pay Golden Eagle a 3% net smelter return on          all minerals produced from
the properties of up to $3 million. The net smelter return will be          on a
quarterly basis if and when mineral production is achieved from the mining concessions
         owned by the Bolivian subsidiary. The sale of Bolivian operations occurred during
February 2010.  AS the sale price designated a value of our Bolivian assets, we impaired our assets to the level
of consideration to be received for the sale which is $200,000 to be paid in Bolivia, $50,000 paid in the
United States and the assumption of $143,000 in US liabilities.  The result was an impairment expense of $1,196,070.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-30

| | We cannot
offer any assurance that the Swiss corporation will fulfill its remaining payment
         obligations to us with respect to our Bolivian assets and operations.  If we are
unable to          complete the sale of these assets and operations we will continue to
hold them and explore          other alternatives with respect them. However, if we are
unable to complete the sale of these          assets during 2010 we do not expect to
engage in active exploration or mining operations in          Bolivia and it is likely
that the concessions will expire in March 2011 as we do not intend to          pay the
2011 claims fees.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (3)       Approval
of Reverse Stock Split
| | -----------------------------------------

| | On March 23, 2010 our shareholders approved an amendment to our Articles of Incorporation to
         effect a 1-for-500 reverse stock split.  Since that date we have taken steps to effect the
         reverse stock split, including filing an amendment to our Articles of Incorporation (which
         amendment became effective under Colorado law on April 28, 2010).  We also notified the
         Financial Industry Regulatory Authority (FINRA) of the reverse split.  On May 13, 2010,
         FINRA took all of the actions to reflect and process the reverse stock
         split.  Our common stock has been trading on the OTC Bulletin Board with an E appended to our
         normal symbol, MYNG, because we failed to file our Form 10-K timely and thus were
         non-compliant with FINRA Rule 6530 (the Eligibility Rule).  The filing of this Form 10-K should result in a removal of the E from our trading symbol.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | When the
reverse split was effected every 500 shares of our issued and outstanding
         common stock were automatically combined into one issued and outstanding
share without any          change in the par value of such shares.  No fractional shares
were issued in connection with          the reverse stock split.  Shareholders who
are entitled to a fractional share will receive a whole share.
 Additionally, as a result of the reverse split the number of shares of our
         common stock that each of outstanding securities that are convertible into
common stock will be          proportionately reduced.  The financial statements reflect
the result of the 1-for-500 and          indicate 3,950,102 and 3,071,795 common shares
outstanding as of December 31, 2009 and December          31, 2008 respectively restated.
| | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | (4)       Turner
and Madsen Employment Agreements
| | -------------------------------------------------

| | On October
7, 2009, we entered into employment agreements with (a) Terry Turner, our Chief Executive
Officer, President and Chairman (the Turner Agreement); and (b) Tracy Madsen, our Chief
Financial Officer and Vice President (the Madsen Agreement).  Both of these agreements
were contingent on receiving shareholder approval.  On March 23, 2010 our shareholders
approved the terms of both the Turner Agreement and the Madsen Agreement, and each became
effective and binding on that date.
| | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

F-31

| | (5)       Adoption
of the 2009 Revised Equity Compensation Plan
| | ---------------------------------------------------------------

| | On March
23, 2010 our shareholders approved the adoption of the 2009 Equity Incentive Plan
      and the Revised 2009 Equity Incentive Plan and it became effective on that date.
 Seven hundred          fifty million shares of Company common stock are reserved for
issuance under this plan.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Management has
reviewed all subsequent events through the date of the filing of this report and has
found no additional subsequent events.
| | ------------------------------------------------------------------------------------------------------------------------------------------

# Note J  Restated
Financial Statements

The Company's  financial  statements
for the year ended December 31, 2008 have been          restated to reflect the $60,000
 annual  forgiveness  of accrued  wages by Terry C.          Turner,  for the years 2004
 through  2008 as an  increase  of  additional  paid in          capital rather than a
decrease in wages for each  respective  year..  The result of          this  restatement
 was a  $300,000  increase  in  additional  paid  in  capital,  a          $300,000
 increase  in the  accumulated  deficit  and a $60,000  increase  in wages
         expense  that  is  included  in  general  and  administrative  for the  year
 ended          December 31, 2008.

The following  summarized  financial
 statements  compare of the Company's          original and restated financial statements.

|                                                                           |                   |                  
|-------------------------------------------------------------------------- | ----------------- | -----------------
|                                                                          
|Golden Eagle International, Inc.                                           |                   |                  
|Consolidated Balance Sheets                                               
|As of December 31, 2009 and 2008                                           | Original          | Restated         
|                                                                          
|ASSETS                                                                    
|CURRENT ASSETS                                                            
|Cash & cash equivalents                                                    | $          54,883 | $          54,883
|Net accounts receivable                                                    | 84,482            | 84,482           
|Prepaid expenses                                                           | 70,027            | 70,027           
|                                                                          
|Total current assets                                                       | 209,392           | 209,392          
|                                                                          
|PROPERTY AND EQUIPMENT                                                    
|Mining equipment and property                                              | 733,353           | 733,353          
|Plant and mill - idle                                                      | 3,980,000         | 3,980,000        
|Mine development costs                                                     | 752,339           | 752,339          
|Mineral properties                                                         | 1,414,997         | 1,414,997        
|Office equipment                                                           | 137,356           | 137,356          
|Vehicles                                                                   | 116,182           | 116,182          
|                                                                          
|                                                                           | 7,134,227         | 7,134,227        
|Less accumulated depreciation and impairment                               | (1,219,705)       | (1,219,705)      
|                                                                          
|Total property and equipment                                               | 5,914,522         | 5,914,522        
|                                                                          
|Total Assets                                                               | $   6,123,914     | $   6,123,914    
|                                                                          
|LIABILITIES AND STOCKHOLDERS' EQUITY                                      
|CURRENT LIABILITIES                                                       
|Accounts payable and accrued expenses                                      | $      281,232    | $      281,232   
|Deferred wages                                                             | 205,092           | 205,092          
|Other notes payable                                                        | 468,285           | 468,285          
|Related party payable                                                      | 57,525            | 57,525           
|Debentures (net)                                                           | 249,000           | 249,000          
|Accrued interest payable                                                   | 65,857            | 65,857           
|Derivative liability                                                       | -                 | -                
|                                                                          
|Total current liabilities                                                  | 1,326,991         | 1,326,991        
|                                                                          
|Convertible notes payable - net                                            | 61,605            | 61,605           
|Total long-term liabilities                                                | 61,605            | 61,605           
|Common stock payable                                                       | 35,000            | 35,000           
|Commitments and contingencies                                              | -                 | -                
|                                                                          
|Total liabilities                                                          | 1,423,596         | 1,423,596        
|                                                                          
|                                                                          
|STOCKHOLDERS' EQUITY                                                      
|Preferred stock, par value $.01 per share; 10,000,000 shares authorized,  
|819,220 and 345,961 issued and outstanding respectively                    | 8,192             | 800              
|Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
|3,950,102  and 3,071,795  issued and outstanding shares, respectively      | 153,589           | 153,589          
|Additional paid-in capital                                                 | 60,999,285        | 60,999,285       
|Accumulated (deficit)                                                      | (56,453,357)      | (56,453,357)     
|                                                                          
|Total stockholders' equity                                                 | 3,600,855         | 4,700,318        
|                                                                          
|Total Liabilities and Stockholders Equity                                  | $   6,123,914     | $   6,123,914    
|                                                                          

F-32

|                                                        |                              |                          
|------------------------------------------------------- | ---------------------------- | -------------------------
|                                                       
|Golden Eagle International, Inc.                        |                              |                          
|Consolidated Statements of Operations                  
|For the Years Ended December 31, 2009 and 2008         
|                                                       
|                                                        | Original                     | Restated                 
|                                                       
|REVENUES                                                | $                    596,443 | $                 596,443
|OPERATING EXPENSES                                     
|Production Costs                                        | 498,741                      | 498,741                  
|Exploration and development                             | 174,710                      | 174,710                  
|General and administration                              | 1,115,540                    | 1,115,540                
|Bad debt expense                                        | -                            | -                        
|Depreciation and depletion                              | 21,381                       | 21,381                   
|                                                       
|Total operating expenses                                | 1,810,372                    | 1,810,372                
|                                                       
|OPERATING I0NCOME (LOSS)                                | (1,213,929)                  | (1,213,929)              
|                                                       
|OTHER INCOME (EXPENSE)                                 
|Interest expense                                        | (156,193))                   | (156,193)                
|Gain (loss) on sale of assets                           | 13,096                       | 13,096                   
|Accretion of note discount                              | (246,845)                    | (246,845)                
|Other, net                                              | 130,043                      | 130,043                  
|                                                       
|Total other income (expense)                            | (482,453)                    | (482,453)                
|                                                       
|Loss before income taxes                                | (1,696,382)                  | (1,696,382)              
|Income taxes                                            | -                            | -                        
|NET (LOSS)                                              | $(1,696,382)                 | $(1,696,382)             
|                                                       
|Basic and diluted (loss) per share                      | (0.00)                       | (0.00)                   
|                                                       
|Weighted average shares outstanding - basic and diluted | 1,898,367,966                | 1,898,367,966            
|                                                       

F-33

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