SECURITIES AND EXCHANGE COMMISSION
                           WASHINGTON, D. C. 20549
                                  ----------
                                  FORM 10-K

                      FOR ANNUAL AND TRANSITION REPORTS
                   PURSUANT TO SECTIONS 13 OR 15(D) OF THE
                       SECURITIES EXCHANGE ACT OF 1934

(Mark one)
[X]   ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
      ACT OF 1934 [NO FEE REQUIRED, EFFECTIVE OCTOBER 7, 1996].

For the fiscal year ended DECEMBER 31,1997
                                      OR
[ ]   TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES
      EXCHANGE ACT OF 1934 [NO FEE REQUIRED].

For the transition period from __________ to __________.

                        Commission file number 1-11480

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

                DELAWARE                          65-0353755
  (State or other jurisdiction of              (I.R.S. Employer
   incorporation or organization)              Identification No.)

     120 STANDIFER DRIVE      HUMBLE, TEXAS                  77338
   (Address of principal executive offices)                (Zip Code)

  Registrant's telephone number, including area code 281-446-2656

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

                                                  NAME OF EACH EXCHANGE
            TITLE OF EACH CLASS                   ON WHICH REGISTERED
  Common Stock, par value $.0l per share              Boston Stock Exchange
                                                      NASDAQ Smallcap

  Redeemable Common Stock Purchase Warrants           Boston Stock Exchange
                                                NASDAQ Smallcap

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

  None

      Indicate  by check  mark  whether  the  registrant:  (1) has  filed  all
reports  required  to be  filed  by  Section  13 or  15(d)  of the  Securities
Exchange  Act of 1934  during the past 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 in response to
Item 405 of Regulation S-K is not contained herein 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. [ ]

      State the aggregate market value of the voting stock held by
non-affiliates of the registrant on March 16, 1998, computed by reference to the
price at which the stock was sold on that date: $3,587,033.

                   APPLICABLE ONLY TO CORPORATE REGISTRANTS

      The number of shares outstanding of the registrant's Common Stock, par
value $.0l per share (the "Common Stock"), as of March 16, 1998 was 6,410,218.

      Transitional Small Business Disclosure Format:
            Yes  [ ]      No    [X]

                  DOCUMENTS INCORPORATED BY REFERENCE

      To the extent specified, Part III of this Form 10K incorporates
      information by reference to the Registrant's definitive proxy statement
      for the 1997 Annual Meeting of Shareholders.
<PAGE>
THE FOLLOWING TEXT IS QUALIFIED IN ITS ENTIRETY BY REFERENCE TO THE MORE
DETAILED INFORMATION AND CONSOLIDATED FINANCIAL STATEMENTS (INCLUDING THE NOTES
THERETO) APPEARING ELSEWHERE IN THIS ANNUAL REPORT ON FORM 10-K.

                                     PART I

  ITEM 1.     DESCRIPTION OF BUSINESS.

        (A)     BUSINESS DEVELOPMENT

  Golden Eagle Group, Inc., a Delaware corporation (the "Company"), through its
 wholly-owned subsidiaries, is engaged in the business of providing
 international transportation logistics and related services. The Company
 provides logistics services and international air and ocean freight forwarding,
 primarily for shipments from Texas to Europe, the Middle East, the Far East,
 Russia/CIS and Africa, from the Washington D.C. area to Europe and Asia and
 shipments from Miami to Central and South America and the Caribbean, as well as
 shipments from the Company's other facilities in the United States, and
 incidental services such as packing, crating and warehousing. As a freight
 forwarder, the Company plans and facilitates the shipment of goods and
 merchandise from point of origination to destination by securing air or ocean
 cargo space, arranging for delivery of goods to carriers and preparing shipping
 and customs documentation. The Company is also a licensed customs broker.

  The Company maintains its principal office in Houston and branch offices in
 Miami, San Francisco, Los Angeles, Chicago, New York City, Washington D.C,
 Baltimore, Phoenix, Denver, Dallas, Philadelphia and Laredo and services
 overseas points of destination or origination through a network of
 international freight forwarders who act as local agents for the Company.

  In March 1994, the Company acquired all of the outstanding capital stock of
 DAHER America through the merger of a newly formed subsidiary of the Company
 into and with DAHER America, the ("Merger"). For accounting purposes, the
 Merger is treated as if DAHER America acquired the Company and therefore,
 effective March 1, 1994, the historical consolidated financial statements of
 DAHER America are deemed to be the financial statements of the Company.
 Accordingly, all financial information herein for periods prior to March 1,
 1994 reflects only the financial results of DAHER America.

In furtherance of its expansion strategy, effective October 27, 1997, the
Company acquired all of the outstanding capital stock of Columbia Shipping
Group, Inc. ("CSG"), a privately held full-service regional freight forwarder
and customs broker with headquarters in New York City and facilities in Chicago,
Los Angeles, San Francisco and Philadelphia, hereinafter, referred
to as  (the "Acquisition").

The Company, a successor to a business established in 1979, was incorporated in
Delaware on June 29, 1992. Unless the context requires otherwise, (i) all
information in "Item 1. Description of Business", "Item 9. Directors, Executive
Officers, Promoters and Control Persons; Compliance with Section 16(a) of the
Exchange Act" and " Item 11. Security Ownership of Certain Beneficial Owners and
Management", gives effect to the Merger and Acquisition and (ii) the "Company"
refers to Golden Eagle Group, Inc. and its consolidated subsidiaries, including
DAHER America, Inc., World Trade Transport of Virginia, Inc. and Columbia
Shipping Group, Inc.


      (B)   BUSINESS OF ISSUER

 OPERATIONS

Airfreight Forwarding. In its airfreight forwarding operations, the Company
prepares airway bills, collects through charges, provides handling services,
routes and traces shipments, investigates and settles claims, arranges for and
performs transfer services, provides shipping advice, prepares shipping and
customs documentation and furnishes various other incidental services. The types
of items shipped in the airfreight forwarding portion of the Company's business
are typically of an urgent nature where shippers realize the speed and/or
convenience of air freight delivery. The Company does not own or operate any
aircraft.

The Company consolidates consignments bound for locations for which it has a
significant volume of business into a single shipment. The amount, which the
Company charges its customers, is based upon the weight of the item to be
shipped. Typically, as the weight of a shipment increases, the cost per pound
charged by both commercial air carriers to the Company and by the Company to its
customers decreases. As a result, by consolidating the shipments of its
customers and presenting them to a commercial air carrier as a single shipment,
the Company is normally able to offer its customers a lower cost than they could
individually obtain and, as a general rule, realize a higher gross profit margin
on consolidated shipments than on unconsolidated shipments. The differential
between the rate charged to the Company by an air carrier and the rate which the
Company charges to its customers, plus fees for incidental services and a
commission paid to the Company by the commercial air carrier for utilizing its
services, represents the gross profit made by the Company in connection with
such shipments. In the case of unconsolidated shipments, the Company's income is
derived primarily from commissions paid by the air carrier. The Company monitors
the rates charged by commercial air carriers in the markets serviced by the
Company and adjusts, as it deems appropriate and consistent with competitive
factors, the rates it charges its customers to reflect changes in commercial air
carrier rates.

In a typical international consolidated air shipment, the Company's customers,
or non-affiliated commercial trucking companies ("common carriers"), deliver the
articles to be exported to one of the Company's offices. At such office, the
shipments are consolidated and are delivered by the Company's trucks or a hired
common carrier to a commercial air carrier for shipment. Upon arrival at the air
carrier's foreign destination, a local independent freight forwarder acting as
an agent for the Company takes delivery of the consolidated shipment and breaks
it down into its various components. These separate components are then either
picked up by the consignee or are delivered by an independent carrier to their
final destination at the consignee's expense.

The Company's liability to its customers for lost or damaged goods in
consolidated shipments is limited contractually to a maximum of $9.07 per pound
unless the shipper specifically requests excess valuation coverage or insurance
for the goods being shipped. In that event, the Company obtains insurance in the
amount by which the value of such goods exceeds such contractual limitation. The
air carriers utilized by the Company to make the actual shipment are liable to
the Company for a maximum of $9.07 per pound by international treaty. The
Company when acting solely as agent for an air carrier in connection with
unconsolidated shipments, generally does not have any contractual liability for
lost or damaged goods following delivery thereof to the air carrier. The Company
maintains insurance that it believes is adequate to protect itself against
losses attributable to lost or damaged shipments.

OCEAN FREIGHT FORWARDING. As an ocean freight forwarder, the Company acts as an
agent of the shipper or the consignee, obtains cargo space, coordinates delivery
of shipments to ocean carriers, prepares required shipping and customs
documentation, procures insurance, and furnishes other miscellaneous services,
such as inland transportation, packing, crating and warehousing.
The Company does not own or operate any ships.

An important aspect of the Company's ocean freight forwarding operations is its
consolidation activities. In connection with shipments between locations for
which the Company has a significant amount of business, the Company combines
shipments bound for a particular destination, determines the routing, selects
the direct carrier and renders each consolidated lot as a single shipment to the
direct carrier. Consolidated shipments are packed in containers furnished by the
carrier. At the distribution point, the Company's agent receives the
containerized shipment, breaks it into its component shipments and distributes
the individual shipments. Consolidation of shipments benefits the customer as it
permits the Company to offer more attractive rates to its customers and affords
greater security against damage or loss both during shipment and customs
clearance. The Company's consolidated shipments typically generate a higher
gross profit margin for the Company.

As an ocean freight forwarder, the Company's revenues are derived primarily from
commissions paid for procuring shipments to be carried by an ocean carrier and
from fees charged to customers for additional services provided by the Company,
such as preparing documentation, procuring insurance, packing, crating and
consultation. The commissions paid to the Company by shipping lines for using
their services are either fixed by the carrier or by shipping conferences of
which the carrier is a member. The fees charged by the Company to its customers
for additional services are determined by negotiation between the Company and
such customers.

AGENTS. The Company serves overseas points of destination or origination through
a network of local international freight forwarders who act as agents for the
Company. The services provided by the Company's agents, who are retained on both
an exclusive and non-exclusive basis, include receiving shipments and arranging
for their delivery for consignees, delivering outgoing shipments to carriers,
preparing and assisting in the processing of shipping and foreign customs
documentation and obtaining customers for the Company's services. The Company
has an agency agreement with Compagnie Daher, it's largest shareholder, whereby,
Compagnie Daher serves as its exclusive agent in France and Compagnie Daher
appointed the Company as its exclusive agent in the United States, other than
with respect to one of Compagnie Daher's existing accounts.

The Company believes that the use of agents in foreign countries may be
preferable in many instances to setting up Company offices in such locations,
because such agents are typically local international freight forwarders with
established infrastructures, existing relationships with customers and carriers
and familiarity with local customs and legal requirements.

CUSTOMS BROKERAGE. As a customs broker, the Company assists importers in
clearing their shipments through United States Customs by preparing required
customs documentation, providing for payment of duties on behalf of the
importer, arranging for required inspections by governmental agencies and
arranging for ultimate delivery of the shipment. The Company offers customs
brokerage services to all shippers and not just those using its ocean and
airfreight forwarding services. The Company is a member of the United States
Customs Automated Broker Interface program which permits the Company to clear
its customers' goods through United States Customs electronically, allowing the
customer to obtain its goods in a matter of hours rather than days.

The Company's revenues from its customs brokerage operations are derived from
the fees it charges its customers. The Company does not have a fixed fee
schedule for such services and the determinations of such fees are not
regulated. Instead, customs brokerage fees are based upon the complexity of the
transaction, the nature of the shipment, the value of the articles comprising
the shipment and the types of services required. The Company in certain
instances may advance customs duties or fees for its customers.

WAREHOUSING OPERATIONS. The Company offers regular warehousing in all of its
U.S. branch offices, except Philadelphia, as well as United States Customs
bonded warehousing in Miami and Laredo. In its bonded warehouse, the Company can
hold foreign merchandise on behalf of the customer until the customer is ready
to ship its merchandise for up to five years without the customer paying duties.
The Company's revenues from its warehousing operations are derived from fees it
charges to its customers.

CRATING, PACKING AND ANCILLARY SERVICES. The Company offers routine and custom
crating and packing services in all of its offices both in connection with its
ocean and airfreight forwarding business and independently of such activities.
Most crating and packing is performed in connection with the Company's freight
forwarding business. Rates for routine packing and crating are based upon the
number of items to be packed or crated and the type of packing or crating
required. Fees charged in connection with custom crating and packing are
determined by negotiation between the Company and its customers.

The Company operates a fleet of trucks in Miami, Washington, DC and Houston for
the purpose of delivering shipments to a carrier and providing for pick up of
merchandise for certain local customers. The Company is licensed to use its
trucks to transport bonded goods in Miami. Except for the foregoing, the Company
does not otherwise handle the transport of goods and merchandise itself and
consequently does not assume the liability for transport attributable to common
carriers.

The Company charges various fees for services ancillary to its freight
forwarding activities, such as preparing shipping documentation, investigating
and settling claims, performing transfer services, providing consulting services
and acting as a charter broker. Fees for ancillary services are determined by
negotiation or are set by the Company prior to the time such services are
provided.

EXPANSION STRATEGY

Since completion of its initial public offering in November 1992, the Company's
strategy has been to expand its operations through the establishment of
additional domestic regional offices. The acquisition of DAHER America, which
maintained its principal office in Houston and facilities in Los Angeles, San
Francisco, Chicago and New York City, accomplished part of this strategy. In
1993, as part of this strategy, the Company also opened a branch office in
Laredo. Since the Merger, the Company has also sought to further expand its
operations by combining DAHER America's expertise and additional capabilities in
Europe, the Middle East and Far East with the Company's expertise in Central and
South America, the Caribbean and Mexico.

In addition to the foregoing, during 1994 the Company adopted a strategy of
acquiring niche companies in the transportation logistics field, which not only
complement its existing business but also offer the opportunity for growth in
revenues and profitability. Pursuant to this strategy, in July 1995, the Company
acquired WTT, a regional Washington D.C. area forwarder and customs broker with
offices at Sterling, Virginia, Baltimore and at Dulles Airport.

In July 1996, the Company acquired certain assets of Ryan Freight Services, a
Dallas based freight forwarder with offices in Las Vegas, Phoenix, Dallas and
Denver. The Company subsequently closed the Las Vegas operation but has added
the remaining three locations to its service network.

In October 1997, the Company completed the acquisition of Columbia Shipping
Group, Inc., ("CSG"), a New York based freight forwarder and customs broker with
additional offices in Philadelphia, San Francisco, Los Angeles and Chicago. The
Philadelphia office is a new addition to the Company's service network. The
remaining locations add additional strength and service capabilities to existing
Company locations.

MARKETING

The Company effects approximately 9,000 transactions per month and has
approximately 2,000 customers, including multi-national manufacturers of office
and air conditioning equipment, consumer electronics and athletic footwear, as
well as companies involved in the oilfield and aeronautics industries, and
automobile dealerships, furniture manufacturers and building supply contractors.
The Company seeks to provide a high level of service to its customers, with
emphasis on reliability and responsiveness to customer needs.

The Company's largest customer, Amoco Production Company and related affiliates,
accounted for approximately 6.5%, 13.0% and 12.6% of the Company's consolidated
revenues for the years ended December 31, 1997, 1996 and 1995 respectively. The
decrease in revenues attributable to this customer is primarily due to
completion of several significant projects in 1996. Additionally, the CSG
acquisition in the fourth quarter of 1997 had a dilutive effect on the
percentage for 1997 as compared to 1996 and 1995. Although the Company has
signed a cooperative agreement with the customer, the agreement is not a binding
contract. The loss of this customer could have a material adverse effect on the
Company's present and proposed business activities. No other customer accounted
for more than 6% of the Company's revenue in 1997, 1996 and 1995.

In addition to its management team who are actively engaged in sales efforts,
the Company employs a full-time sales staff. In addition, the Company maintains
a customer service department, which the Company believes is a key factor in
obtaining and servicing customers.

COMPETITION

Freight forwarding and customs brokerage are intensely competitive and are
expected to remain so for the foreseeable future. The Company competes with a
large number of freight forwarding concerns in a highly fragmented industry,
some of which have greater financial resources and name recognition, more
experience, more offices and offer a broader variety of services than the
Company. The Company believes that price and quality of service, including
reliability, responsiveness, expertise, convenience and scope of operations are
the most competitive factors in the freight forwarding industry. The Company
believes that it competes effectively amongst its peers because it holds the
necessary licenses to offer a broader array of services than many freight
forwarders of comparable size and furnishes a high level of customer service.

GOVERNMENT REGULATION

The Company's airfreight forwarding business is subject to regulation, as an
indirect air cargo carrier, under the Federal Aviation Act by the Department of
Transportation (the "DOT"), the successor to the Civil Aeronautics Board. Part
296 of the DOT's Economic Aviation Regulations exempts airfreight forwarders
from most, but not all, of such act's requirements. The major provisions of the
act that remain applicable to the Company are subsection 403(b)(2) which forbids
solicitation of certain rebates; Section 404(a), which requires the Company to
provide safe service, equipment and facilities; Section 404(b), which prohibits
discrimination with respect to foreign air cargo transportation; Section 407(a),
which requires the keeping of certain accounts; Section 411, which prohibits
unfair or deceptive practices; and Section 415 which authorizes the DOT to
inquire into the Company's management for certain purposes. Additionally, as an
indirect air cargo carrier, the Company is required to maintain a security
program in accordance with Title 14 of the Code of Federal Regulations, Part
109, which requires certain security procedures be followed to protect the
safety of commercial aviation.

The Company is licensed as an ocean freight forwarder by the Federal Maritime
Commission (the "FMC") and is also authorized by the FMC under the names
"Bridgeport Shipping Lines" and "Dacom Line" to act as a Non-Vessel Operating
Common Carrier. The FMC prescribes qualifications for acting as a shipping
agent, including certain surety bonding requirements.

The Company is certified as an airfreight forwarder by the International Air
Transport Association ("IATA"), a voluntary association of airlines, which
prescribes certain operating procedures for airfreight forwarding companies when
acting as an agent for members of IATA. The majority of the Company's airfreight
forwarding business is conducted with airlines, which are IATA members.

The United States Customs Service of the Department of the Treasury licenses the
Company as a customs broker in each customs district in which it does business.
All customs brokers are required to maintain prescribed records and are subject
to periodic audits by the United States Customs Service.

The Company's facilities in Laredo, Texas and Miami, Florida are authorized by
the United States Customs Service as bonded warehouses. In addition, the Company
is designated by the United States Customs Service as a container freight
station in Miami which permits the Company to act as a transit station for cargo
held in bond. The Company is also authorized as a Customs House Cartman to
transport bonded goods to and from the Company's warehouse in Miami.

Although the Company is required to obtain certain permits and licenses and is
subject to certain regulations in connection with its operations, the Company is
not subject to rate regulations in any jurisdiction in which it currently does
business. The Company does not believe that current government regulation of its
business activities imposes significant economic restraint upon its existing
operations. However, the regulations of foreign governments may impose
significant barriers to expansion of the Company's business into new countries
in which it might desire to establish offices.

EMPLOYEES

At March 16, 1998, the Company employed approximately 300 full-time personnel.
The Company is not a party to any collective bargaining agreement and considers
its relations with its employees to be good.
<PAGE>
ITEM 2.       DESCRIPTION OF PROPERTY.

The Company's executive offices are located in a facility located near the
Houston Bush Intercontinental Airport consisting of approximately 10,000 square
feet of office space and 50,000 square feet of warehouse space. The facility is
leased pursuant to a lease expiring in December 2002. The annual rent under such
lease is $206,939 through December 1997 and increases at the rate of three
percent per year. The Company also leases approximately 25,000 square feet of
warehouse space and 5 acres of yard space of an adjacent facility on a
month-to-month basis.

The Company occupies an approximately 112,500 square foot facility located in
Miami, Florida. Such facility includes approximately 12,500 square feet of
office space, 90,000 square feet of regular warehouse space and 10,000 square
feet of bonded warehouse space. The term of the lease for such facility is seven
years and expires in September 1999. Rent under the lease ranges from $441,339
for the first year to $592,944 for the seventh year. The Company has an option
to renew such lease for an additional seven-year term, with rental increases of
four percent per year. The Company also leases approximately 34,300 square feet
of additional general warehouse space in the same commercial park under a
one-year lease expiring in July 1998.

The remaining branch offices of the Company are also located in leased
facilities. The terms of such leases expire commencing in 1997 through 2002. The
aggregate amount of the annual rental payments under such leases is currently
approximately $1,615,530.

ITEM 3.       LEGAL PROCEEDINGS.

The Company is a party to routine litigation incident to the operation of its
business. Some lawsuits to which the Company is party are covered by insurance
and are being defended by the Company's insurance carriers. The Company has
established reserves which management believes are adequate to cover any other
litigation losses that may occur.

ITEM 4.     SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the captions "Election of Directors" and "Section16(a) Information".
<PAGE>

                                   PART II

ITEM 5.           MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

 The Company's Common Stock and Warrants are quoted on the NASDAO Small-Cap
 Market under the symbols "GEGP" and "GEGPW", respectively, and are listed on
 the Boston Stock Exchange under the symbols "GEG" and "GEGW", respectively. The
 following table sets forth, for periods set forth below, the high and low bid
 quotations for the Common Stock and the Warrants as reported by NASDAQ. The
 NASDAQ quotations represent quotations between dealers without adjustments for
 retail markups, markdowns or commissions and may not necessarily represent
 actual transactions.
<TABLE>
<CAPTION>
                                         Common Stock             Warrants
                                   ---------------------   ---------------------
                                     High         Low        High         Low
                                   ---------   ---------   ---------   ---------
<S>                                   <C>          <C>         <C>           <C>
    1997
    First Quarter ..............      3-3/16       2-1/2       1-1/8         3/8
    Second Quarter .............      3            1-7/8         9/16       1/16
    Third Quarter ..............      2-1/2        2             5/16       3/16
    Fourth Quarter .............      3-3/8        1-3/4         1/2        1/16

    1996
    First Quarter ..............       4-1/8     1-15/16       1-5/8         5/8
    Second Quarter .............       4-1/2       3-1/2       1-7/8       1-3/8
    Third Quarter ..............       5           3-1/8       2           1-1/4
    Fourth Quarter .............       4-1/2       2-3/4       1-3/4         7/8
</TABLE>
 As of March 16, 1998 there were approximately 95 record holders of the
 Company's Common Stock. The Company believes there are in excess of 300
 beneficial owners of the Company's Common Stock.

 The Company has not paid any cash dividends on its Common Stock and does not
 currently intend to declare or pay cash dividends in the foreseeable future.
 The Company intends to retain any earnings that may be generated to provide
 funds for the operation and expansion of its business.

ITEM  6. SELECTED FINANCIAL DATA.

The following selected consolidated financial data should be read in conjunction
with the consolidated financial statements and the notes thereto included herein
in Item 8. The consolidated statement of income data set forth below with
respect to the fiscal years ended December 31, 1995, 1996 and 1997 and the
consolidated balance sheet data at December 31, 1996 and 1997 are derived from,
and are qualified by reference to, the audited consolidated financial statements
included in Item 8 of this report and should be read in conjunction with those
financial statements and notes thereto. The consolidated statement of income
data for the Company set forth below with respect to the years ended December
31, 1993 and 1994, and the consolidated balance sheet data for the Company at
December 31, 1993, 1994 and 1995 are derived from audited consolidated financial
statements of the Company.

                                   THE COMPANY
<TABLE>
<CAPTION>
                                                YEAR ENDED DECEMBER 31,
                         ----------------------------------------------------------------------------
                           1993 (1)        1994 (1)        1995 (2)          1996           1997 (3)
                         ------------    ------------    ------------    ------------    ------------
                                         (in thousands, except per share amounts)
<S>                      <C>             <C>             <C>             <C>             <C>
Statement of Income
Data:
 Gross revenue .......   $     33,209    $     41,259    $     52,450    $     66,506    $     83,799

 Operating income ....            (97)            369           1,061           1,312             714

 Other income(expense)            (27)            (68)           (131)            (19)            (56)

 Income (loss) before
   Income taxes ......           (124)            301             930           1,293             658

Net Income (loss) ....   $       (124)   $        301    $        930    $      1,724    $        529
                         ------------    ------------    ------------    ------------    ------------
Income (loss) per
  basic common share .   $       (.04)   $        .07    $        .19    $        .31    $        .09
</TABLE>
<PAGE>
                                   THE COMPANY
<TABLE>
<CAPTION>
                                                      AT DECEMBER 31,
                           ------------------------------------------------------------------------
                             1993 (1)       1994 (1)      1995 (2)          1996        1997 (3)
                           ------------   ------------   ------------   ------------   ------------
                                                        (in thousands)
<S>                        <C>            <C>            <C>            <C>            <C>
Balance Sheet Data:
  Working capital ......   $        515   $        697   $      1,494   $      2,926   $      4,395
  Total assets .........          4,339          9,430         13,607         15,192         25,921

Long-term debt,
   including capitalized
   lease and current
   installments ........            600          1,798          1,134            679          5,453
Shareholders' equity ...            907          3,850          5,979          8,236         10,161
</TABLE>
 ---------------------------

1) In March 1994, the Company acquired all of the outstanding capital stock of
   DAHER America through the Merger of a newly formed subsidiary of the Company
   into and with DAHER America. For accounting purposes, the Merger is treated
   as if DAHER America acquired the Company and therefore, effective March 1,
   1994, the historical consolidated financial statements of DAHER America are
   deemed to be the financial statements of the Company. Accordingly, all
   financial information herein for periods prior to March 1, 1994 reflects only
   the financial results of DAHER America.

2) Effective July 31, 1995, the Company acquired all of the outstanding capital
   stock of World Trade Transport of Virginia, Inc. ("WTT").

3) October 27, 1997, the Company acquired all of the outstanding capital stock
   of Columbia Shipping Group, Inc. ("CSG").
<PAGE>
ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
RESULTS OF OPERATIONS.

INTRODUCTION

Golden  Eagle Group,  Inc. and its  wholly-owned  subsidiaries  are  worldwide
freight  forwarders,   logistics  specialists  and  customs  brokers  handling
merchandise shipped to and from the United States.

RESULTS OF OPERATIONS

      YEAR ENDED DECEMBER 31, 1997 COMPARED TO YEAR ENDED DECEMBER 31, 1996

      The Company's gross revenues increased $17,292,636 or approximately 26.0%
to $83,798,680 during the year ended December 31, 1997 from $66,506,044 for the
year ended December 31, 1996. Approximately 24.0% of the increase is
attributable to the acquisition of CSG in October 1997. An additional 9% of the
increase is attributable to having a full twelve months of sales in 1997
generated by the four offices acquired with the Pulk/Reedy acquisition in July
1996. The remainder is primarily due to increased sales in the Company's Miami,
Laredo and Los Angeles operations.

      For the year ended December 31, 1997, gross profit increased $2,505,643 or
approximately 14.5% to $19,773,204 from $17,267,561 for the year ended December
31, 1996. Approximately 34% of the improvement is attributable to the CSG
acquisition while $418,289 or approximately 16.7% of the increase, is
attributable to a full twelve month period of revenues from the addition of the
aforementioned Pulk/Reedy offices. The remainder of the increase is primarily
due to an increase in sales in the Company's pre-existing service areas.

      The Company's gross profit margin has decreased from approximately 26.0%
in 1996 to 23.6% in 1997. The decrease is attributable to the acquisition of CSG
with the aforementioned heavily weighted customs brokerage orientation.

      Selling, general and administrative expenses increased approximately
19.5%, or $3,104,155 from $15,955,325 for the year ended December 31, 1996 to
$19,059,480 for the year ended December 31. 1997. As a percentage of gross
revenue, selling general and administrative costs decreased from 24.0% in 1996
to approximately 22.7% for the twelve months ended December 31, 1997. The
increase in selling, general and administrative expenses is primarily
attributable to the acquisition of CSG in October 1997 combined with the effect
having the four Pulk/Reedy offices for a full 12 months in 1997. The remainder
of the increase is directly related to the Company's increase in gross profit
mentioned above.

      Interest expense increased $38,158 to $135,907 for the year ended December
31, 1997 as compared to $97,749 for the year ended December 31, 1996. The
increase in interest expense is attributable to the bank financing of the
acquisition of CSG in October 1997.

      The Company had operating income and net income of $658,045 and $528,804,
respectively, for the year ended December 31, 1997 as compared to operating
income and net income of $1,292,849 and $1,723,566, respectively, for the year
ended December 31, 1996. The Company attributes the decline in operating income
to decreases in project revenues due to completion of those projects combined
with increases in sales and marketing costs. The sales and marketing costs have
not produced sufficient return to cover cost or replace the project revenues.

      Results for the year ended December 31, 1997 include a provision for
federal income tax expense of $129,241 as compared to the year ended December
31, 1996 where, due to the existence of unrecorded and unexpired net operating
loss tax carryforwards, the Company was not required to provide for federal
income tax expense. In the fourth quarter of 1996 the Company recognized an
initial income tax benefit of $439,011 and the establishment of a net deferred
tax asset related to a portion of the Company's unused and unexpired net
operating loss tax carryforwards, hence, the Company is now required to provide
for income tax expense based on current operating results.

      YEAR ENDED DECEMBER 31, 1996 COMPARED TO YEAR ENDED DECEMBER 31, 1995

The Company's gross revenues increased $14,056,350 or approximately 26.8% to
$66,506,044 during the year ended December 31, 1996 from $52,449,694 for the
year ended December 31, 1995. Approximately 43.2% of the increase is
attributable to the acquisition of WTT in July 1995. 1995 results include only
five months of WTT sales whereas 1996 results include sales for the full twelve
months. An additional 9% of the increase is attributable to sales generated by
four new offices acquired with the Pulk/Reedy acquisition. The remainder is
primarily due to increased sales in the Company's Houston, Miami and Laredo
operations.

      For the year ended December 31, 1996, gross profit increased approximately
32.6% to $17,267,561 from $13,025,045 for the year ended December 31, 1995.
$2,363,001 or approximately 55.7% of the increase, is attributable to the
addition of WTT operations resulting from the July 1995 acquisition. The
remainder of the increase is primarily due to increases in sales in the
aforementioned Company service areas. The Company's gross profit margin has
increased slightly from approximately 24.8% in 1995 to 26.0% in 1996. The
increase is attributable to the increase in logistics support services sold in
1996 whereby the Company is selling a higher volume of services with fewer
direct freight costs. A higher proportion of logistics service cost is employee
payroll cost that the Company classifies as a selling, general and
administrative expense.

 Selling, general and administrative expenses increased approximately 33.4%, or
$3,991,687 from $11,963,637 for the year ended December 31, 1995 to $15,955,324
for the year ended December 31. 1996. As a percentage of sales, selling general
and administrative costs increased from approximately 22.8% in 1995 to
approximately 24.0% for the twelve months ended December 31, 1996. Approximately
$2,218,100 or 55.6% of the increase is directly attributable to the Company's
acquisition of WTT in July 1995. Additionally, the Pulk/Reedy acquisition
increased selling, general and administrative costs approximately $225,000 over
the last five months of 1996 ending December 31st. The remainder of the increase
is directly related to the Company's increase in gross profit mentioned above.

      Interest expense decreased by 34.2% or $50,719 to $97,749 for the year
ended December 31, 1996 as compared to $148,468 for the year ended December 31,
1995. The reduction in interest expense is attributable to the retirement of
debt using cash flow from operations.

      The Company had a net income of $1,723,567 for the year ended December 31,
1996 as compared to a net profit of $929,662 for the year ended December 31,
1995. There was no provision for income tax in either period as the Company had
unexpired net operating loss carryforwards of approximately $3,300,000 and
$4,140,000 at December 31, 1996 and 1995, respectively. For the year ended
December 31, 1996, the Company recognized an income tax benefit of $430,717 with
the establishment of a net deferred tax asset related to a portion of the
Company's unused and unexpired net operating loss carryforwards.

LIQUIDITY AND CAPITAL RESOURCES

      At December 31, 1997, the Company had working capital of $4,394,978 as
compared to working capital of $2,925,962 at December 31, 1996. The increase in
working capital is primarily attributable to the addition of CSG in October
1997.

      The Company's primary source of cash was cash flow generated by
operations. In addition, the Company has a $2,000,000 line of credit facility
with its bank for working capital requirements. Advances under the facility bear
interest at the bank's prime rate plus 1% and are due and payable on October 28,
1998. The agreement is collateralized by accounts receivable of Daher Golden
Eagle and WTT. The Company had $500,000 borrowed under the facility at December
31, 1997.

      Cash flows used in investing activities were $500,635 for the year ended
December 31, 1997, primarily representing the purchase of fixed assets.

      Cash flows used in financing activities were $58,253 for the year ended
December 31, 1997. The Company used cash from operations and proceeds from the
exercise of certain bridge warrants and employee stock options to reduce
outstanding debt obligations during 1996. In January 1997 the Company repaid,
from available cash flows, the term note resulting from the WTT acquisition
originally scheduled to mature through June 1998.

       At December 31, 1997, the Company had cash of $755,632 as compared to
$513,842 at December 31, 1996, as a result of the activities described above.

      Effective October 27, 1997, the Company acquired all of the outstanding
capital stock of CSG, a privately held, full-service regional freight forwarder
and customs broker with headquarters in New York City. Pursuant to the terms of
the acquisition, the stockholders of CSG conveyed their capital stock in CSG to
the Company in exchange for the issuance of an aggregate of 598,718 shares of
Common Stock, issuance of a note payable to the sellers in the amount of
$1,083,333, the (`Seller Note"), and payment of an aggregate of $3,833,333 in
cash to them.

      The source of the cash consideration paid by the Company was a $3,833,333
term loan from the Company's principal operating bank, payable in quarterly
installments of $191,667 plus interest at 9% through October 2002. The Seller
Note is payable to an individual in quarterly installments of $67,708 beginning
February 2002 and ending November 2005. Interest is payable monthly at 10%. The
Seller Note is subordinated to the bank indebtedness.

      The Company's primary financing needs relate to the financing of its
business. The Company believes that its present capital resources, when combined
with revenues generated from operations, are adequate to fund its present level
of operations. However, the Company may require additional financing to
otherwise market and expand its business. The Company is not actively seeking
additional financing and there can be no assurance that when needed, financing
will be available on commercially reasonable terms or otherwise.

RECENT ACCOUNTING PRONOUNCEMENTS

      In 1997, the Company adopted Statement of Financial Accounting Standards
No. 128, EARNINGS PER SHARE (FAS 128) which requires the presentation of both
basic and diluted earnings per share. Basic earnings per share is calculated
based on the weighted-average number of common shares outstanding during the
year. Diluted earnings per share is based on the sum of the weighted-average
number of common shares outstanding plus common stock equivalents arising out of
stock options and warrants. Earnings per share information for all periods
presented have been restated to conform to the requirements of the standard.

RESIGNATION OF DIRECTOR

      On March 17, 1998, William Goldfarb resigned from the Company's board of
directors.

YEAR 2000

      The Company has reviewed its critical information systems for Year 2000
compliance and has initiated plans to remedy any deficiencies in a timely
manner. As a result of the review and action plan, the Company believes the cost
of such remedial corrective actions are not material to the Company's financial
position, results of operations or cash flows.

FORWARD LOOKING STATEMENTS

      This Form 10-K contains certain forward looking statements. Such
statements are typically punctuated by words or phrases such as "anticipate,"
"estimate," "projects," "should," "may," "management believes," and words or
phrases of similar import. Such statements are subject to certain risks,
uncertainties or assumptions. Should one or more of these risks or uncertainties
materialize, or should underlying assumptions prove incorrect, actual results
may vary materially from those anticipated, estimated or projected. Among the
key factors that may have a direct bearing on the Company's results of
operations and financial condition are: (i) competitive practices in the
industries in which the Company will compete, (ii) the impact of current and
future laws and governmental regulations affecting the industry in general and
the Company's operations in particular, (iii)) fuel and other costs of company's
that do the shipping for the Company that cannot be passed on to the Company's
customers, and (iv) political or economic strife in major markets to which the
Company's customers transport goods using the Company's services.
<PAGE>
ITEM 8. FINANCIAL STATEMENTS.
                    GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES

                        CONSOLIDATED FINANCIAL STATEMENTS
<PAGE>
TABLE OF CONTENTS

                                                                          PAGES
                                                                         ------
      Report of Independent Accountants ..........................        F-1

      Financial Statements:
          Consolidated Balance Sheets ............................        F-2

          Consolidated Statements of Operations ..................        F-3

          Consolidated Statements of Stockholders' Equity ........        F-4

          Consolidated Statements of Cash Flows ..................        F-5

          Notes to Consolidated Financial Statements .............        F6-F15
<PAGE>
REPORT OF INDEPENDENT ACCOUNTANTS


To the Stockholders and Board of Directors of
Golden Eagle Group, Inc.

We have audited the accompanying consolidated balance sheets of Golden Eagle
Group, Inc. and subsidiaries as of December 31, 1997 and 1996 and the related
consolidated statements of operations, stockholders' equity, and cash flows for
each of the three years in the period ended December 31, 1997. 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 generally accepted auditing
standards. Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material
misstatement. An audit includes examining, on a test basis, evidence supporting
the amounts and disclosures in the financial statements. An audit also includes
assessing the accounting principles used and significant estimates made by
management, as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the consolidated financial position of Golden Eagle
Group, Inc. and subsidiaries at December 31, 1997 and 1996, and the consolidated
results of their operations and their cash flows for each of the three years in
the period ended December 31, 1997 in conformity with generally accepted
accounting principles.

Miami, Florida
February 25, 1998

                                       F-1
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED BALANCE SHEETS
<TABLE>
<CAPTION>
                                                                         DECEMBER 31,     DECEMBER 31,
                                                                             1997            1996
                                                                         ------------    ------------
<S>                                                                      <C>             <C>
                                     ASSETS
      CURRENT ASSETS:
          CASH .......................................................   $    755,632    $    513,842
          ACCOUNTS RECEIVABLE, TRADE, LESS ALLOWANCE FOR
            DOUBTFUL ACCOUNTS OF $815,000 AND $564,000
            AT DECEMBER 31, 1997 AND 1996, RESPECTIVELY ..............     14,457,569       8,721,219
          PREPAID EXPENSES AND OTHER CURRENT ASSETS ..................        606,608         374,805
                                                                         ------------    ------------
               TOTAL CURRENT ASSETS ..................................     15,819,809       9,609,866
                                                                         ------------    ------------
      PROPERTY AND EQUIPMENT, NET ....................................      1,240,848         855,687

DEFERRED INCOME TAXES ................................................      1,262,829         552,891

      COST IN EXCESS OF NET ASSETS ACQUIRED, NET .....................      7,597,284       4,173,973
                                                                         ------------    ------------
               TOTAL ASSETS ..........................................   $ 25,920,770    $ 15,192,417
                                                                         ============    ============
                      LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES:
    NOTES PAYABLE AND CURRENT PORTION OF LONG-TERM DEBT ..............   $  1,266,660    $    400,000
    CURRENT OBLIGATIONS UNDER CAPITAL LEASES .........................         27,801          38,395
    ACCOUNTS PAYABLE, TRADE ..........................................      9,282,002       5,529,546
    ACCRUED EXPENSES .................................................        830,246         715,963
    INCOME TAX PAYABLE ...............................................         18,122               0
                                                                         ------------    ------------
         TOTAL CURRENT LIABILITIES ...................................     11,424,831       6,683,904
                                                                         ------------    ------------
    LONG-TERM DEBT ...................................................      4,150,006         200,000
    OBLIGATIONS UNDER CAPITAL LEASES .................................          8,727          40,645
    DEFERRED INCOME TAXES ............................................        176,617          31,896
                                                                         ------------    ------------
         TOTAL LIABILITIES ...........................................     15,760,181       6,956,445
                                                                         ------------    ------------
      COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
    PREFERRED STOCK, PAR VALUE $.01, 1,000,000 SHARES AUTHORIZED, NONE
      OUTSTANDING ....................................................              0               0
    COMMON STOCK, PAR VALUE $.01, 10,000,000 SHARES AUTHORIZED,
      6,410,218 AND 5,642,000 SHARES ISSUED AND OUTSTANDING ..........         64,102          56,420
    ADDITIONAL PAID-IN CAPITAL .......................................     10,737,277       9,016,074
    STOCK SUBSCRIPTIONS ..............................................              0         247,520
    EMPLOYEE RECEIVABLE ..............................................        (85,552)              0
    ACCUMULATED DEFICIT ..............................................       (555,238)     (1,084,042)
                                                                         ------------    ------------
         TOTAL STOCKHOLDERS' EQUITY ..................................     10,160,589       8,235,972
                                                                         ------------    ------------
         TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY ..................   $ 25,920,770    $ 15,192,417
                                                                         ============    ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-4
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
                                                               1997            1996            1995
                                                          ------------    ------------    ------------
<S>                                                       <C>             <C>             <C>
      Sales ...........................................   $ 83,798,680    $ 66,506,044    $ 52,449,694
      Duties ..........................................     (6,693,333)     (6,158,956)     (5,155,540)
                                                          ------------    ------------    ------------
      Net sales .......................................     77,105,347      60,347,088      47,294,154

      Cost of sales ...................................     57,332,143      43,079,527      34,269,109
                                                          ------------    ------------    ------------
            Gross profit ..............................     19,773,204      17,267,561      13,025,045

      Selling, general and administrative expenses ....     19,059,480      15,955,325      11,963,637
                                                          ------------    ------------    ------------
      Operating income ................................        713,724       1,312,236       1,061,408
                                                          ------------    ------------    ------------
      Other income (expense):
          Foreign exchange gain .......................         58,768          55,156           6,936
          Gain (loss) on sale of equipment ............          3,487           1,552          (1,811)
          Other income ................................         17,973          21,654          11,597
          Interest expense ............................       (135,907)        (97,749)       (148,468)
                                                          ------------    ------------    ------------
                                                               (55,679)        (19,387)       (131,746)
                                                                          ------------    ------------
    Income before income taxes ........................        658,045       1,292,849         929,662

    Income tax provision (benefit) ....................        129,241        (430,717)              0
                                                          ------------    ------------    ------------
Net income ............................................   $    528,804    $  1,723,566    $    929,662
                                                          ============    ============    ============
Earnings per common share and common share equivalents:
    Basic .............................................   $        .09    $        .31    $        .19
                                                          ============    ============    ============
    Diluted ...........................................   $        .09    $        .29    $        .19
                                                          ============    ============    ============

Weighted average number of shares used in computing
    earnings per common share:
    Basic .............................................      5,858,925       5,504,049       4,842,342
                                                          ============    ============    ============
    Diluted ...........................................      5,903,937       5,947,697       4,867,363
                                                          ============    ============    ============
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-5
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
                                                                    ADDITIONAL
                                            NUMBER OF     COMMON     PAID IN       STOCK      EMPLOYEE    ACCUMULATED
                                              SHARES      STOCK      CAPITAL   SUBSCRIPTIONS RECEIVABLE     DEFICIT        TOTAL
                                             ---------   -------   -----------   ---------    --------    -----------    -----------
<S>                                          <C>         <C>       <C>           <C>          <C>         <C>            <C>
Balance, December 31, 1994 ...............   4,507,000   $45,070   $ 7,541,980   $       0    $      0    $(3,737,271)   $ 3,849,779

Issuance of stock for
   acquisition ...........................     800,000     8,000     1,192,000           0           0              0      1,200,000

Net income ...............................           0         0             0           0           0        929,662        929,662
                                             ---------   -------   -----------   ---------    --------    -----------    -----------
Balance, December 31, 1995 ...............   5,307,000    53,070     8,733,980           0           0     (2,807,609)     5,979,441

Issuance of stock commitment
   for acquisition .......................           0         0             0     105,000           0              0        105,000

Other stock issuances ....................     335,000     3,350       282,094           0           0              0        285,444

Other stock commitments ..................           0         0             0     142,520           0              0        142,520

Net income ...............................           0         0             0           0           0      1,723,567      1,723,567
                                             ---------   -------   -----------   ---------    --------    -----------    -----------
Balance, December 31, 1996 ...............   5,642,000    56,420     9,016,074     247,520           0     (1,084,042)     8,235,972

Issuance of stock under
   subscription ..........................      88,000       880       246,640    (247,520)          0              0              0

Issuance of stock
   for acquisition .......................     598,718     5,987     1,341,128           0           0              0      1,347,115

Exercise of options ......................      81,500       815       133,435           0     (85,552)             0         48,698

Net income ...............................           0         0             0           0           0        528,804        528,804
                                             ---------   -------   -----------   ---------    --------    -----------    -----------
Balance, December 31, 1997 ...............   6,410,218   $64,102   $10,737,277   $       0    $(85,552)   $  (555,238)   $10,160,589
                                             =========   =======   ===========   =========    ========    ===========    ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-4
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
<TABLE>
<CAPTION>
                                                                                            1997            1996            1995
                                                                                        -----------     -----------     -----------
<S>                                                                                     <C>             <C>             <C>
      Cash flows from operating activities:
          Net income ...............................................................    $   528,804     $ 1,723,567     $   929,662
          Adjustments to reconcile net income to net
             cash provided by operating activities:

            Depreciation and amortization ..........................................        430,117         385,117         343,598
            Amortization of cost in excess of net assets acquired ..................        154,405         124,273         107,861
            Deferred income taxes ..................................................         73,201        (520,995)              0
            Loss (gain) on sale of equipment .......................................         (3,487)         (1,552)          1,811
      Other non-cash expenses ......................................................              0          17,520               0
      Changes in operating assets and liabilities, net of

          effects of acquisition:
         Accounts receivable, net ..................................................       (729,986)       (943,453)       (683,536)
         Prepaid expenses ..........................................................       (289,295)       (109,606)        121,688
         Accounts payable, trade ...................................................        709,425        (224,613)      1,464,559
         Accrued expenses ..........................................................        (90,628)        422,184         (45,636)
         Income tax payable ........................................................         18,122               0               0
                                                                                        -----------     -----------     -----------
         Net cash provided by operating activities .................................        800,678         872,442       2,240,007
                                                                                        -----------     -----------     -----------
Cash flows from investing activities:
    Proceeds from sale of equipment ................................................         12,181          12,716           1,200
    Capital expenditures ...........................................................       (572,174)       (249,401)       (314,236)
    Acquisition of business, net of cash acquired ..................................         59,358         (28,739)       (383,865)
                                                                                        -----------     -----------     -----------
         Net cash used in investing activities .....................................       (500,635)       (265,424)       (696,901)
                                                                                        -----------     -----------     -----------
Cash flows from financing activities:
    Cash overdraft .................................................................              0        (445,346)        445,346
    Borrowings under line of credit ................................................      4,000,000       1,550,000       3,050,000
    Payments under notes payable and line of credit ................................     (4,150,000)     (1,977,489)     (3,853,126)
          Borrowings under note payable, principal shareholder .....................              0               0       1,150,000
          Payments under note payable, principal shareholder .......................              0               0      (1,950,000)
          Principal payments under capital lease obligations .......................        (42,503)        (40,117)        (94,610)
          Common stock issuance ....................................................        134,250         427,964               0
    Costs incurred in warrant exchange .............................................              0          (5,000)              0
                                                                                        -----------     -----------     -----------
               Net cash used in financing activities ...............................        (58,253)       (489,988)     (1,252,390)
                                                                                        -----------     -----------     -----------
      Net increase in cash .........................................................        241,790         117,030         290,716

Cash, beginning of year ............................................................        513,842         396,812         106,096
                                                                                        -----------     -----------     -----------
Cash, end of year ..................................................................    $   755,632     $   513,842     $   396,812
                                                                                        ===========     ===========     ===========
</TABLE>
THE ACCOMPANYING NOTES ARE AN INTEGRAL PART OF THESE FINANCIAL STATEMENTS.

                                       F-5
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

Golden Eagle Group, Inc. and its wholly-owned subsidiaries ("the Company") are
worldwide freight forwarders, logistics specialists and customs brokers handling
merchandise shipped to and from the United States.

1.    BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES:

      PRINCIPLES OF CONSOLIDATION

      The accompanying consolidated financial statements include the Company and
      its wholly-owned subsidiaries. All significant intercompany balances and
      transactions have been eliminated.

      MANAGEMENT ESTIMATES

      The preparation of financial statements in conformity with generally
      accepted accounting principles requires management to make estimates and
      assumptions that affect the reported amounts of assets and liabilities and
      disclosure of contingent assets and liabilities at the date of the
      financial statements and the reported amounts of revenues and expenses
      during the reporting period. Actual results could differ from those
      estimates.

      PROPERTY AND EQUIPMENT

      Depreciation of property and equipment is provided over the estimated
      useful lives of the respective assets, principally on the straight-line
      basis.

      Expenditures for additions, major renewals and betterments are
      capitalized. Expenditures for normal maintenance and repairs are charged
      to earnings as incurred.

      When properties are retired, or otherwise disposed of, the cost thereof
      and the applicable accumulated depreciation are removed from the
      respective accounts and any resulting gain or loss is reflected in
      earnings.

      REVENUE RECOGNITION

      The Company earns forwarding commissions and brokerage fees on ocean and
      air shipments. Forwarding commissions are determined on a standard rate
      per shipment, and brokerage fees are determined as a percent of the
      freight bills charges by the common carriers.

      AMORTIZATION

      The cost in excess of net assets of businesses acquired at their
      respective acquisition dates are amortized on a straight-line basis
      primarily over 2 to 40 years. The Company continually assesses the
      carrying value in order to determine whether an impairment has occurred,
      taking into account both historical and forecasted results of operations.

                                       F-6
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

1.    BASIS OF PRESENTATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES,
      CONTINUED:

      INCOME TAXES

      The Company reflects income taxes based on the liability method of
      accounting which requires the recognition of deferred tax assets and
      liabilities which are determined based on the differences between the
      financial statement and tax bases of assets and liabilities using enacted
      tax rates in effect for the year in which the differences are expected to
      reverse.

      PER SHARE DATA

      In 1997, the Company adopted SFAS No. 128, "Earnings Per Share," which
      requires the presentation of both basic and diluted earnings per share.
      Basic earnings per share is calculated based on the weighted-average
      number of common shares outstanding during each year. Diluted earnings per
      share is based on the sum of the weighted-average number of common shares
      outstanding plus common stock equivalents arising out of stock options and
      warrants. Earnings per share information for all prior periods have been
      restated to conform to the requirements of the standard.

      SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION

      Cash paid during the years ended December 31, 1997, 1996 and 1995 for
      interest amounted to $77,450, $102,527 and $138,733, respectively.

      Supplemental schedule of noncash investing and financing activities:

      1997:

      The Company acquired Columbia Shipping Group, Inc.  Refer to Note 2.

      Long-term debt in the amount of $4,916,666 was incurred for the
      acquisition of Columbia Shipping Group, Inc.

      1996:

      The Company acquired certain assets of Ryan Freight Services, Inc. Refer
      to Note 2.

      1995:

      The Company acquired World Trade Transport of Virginia, Inc. Refer to Note
      2.

      Long-term debt in the amount of $1,000,000 was incurred for the
      acquisition of World Trade Transport of Virginia, Inc.

      MAJOR CUSTOMERS

      The Company had revenues from five customers that represented 21%, 28% and
      23% of total revenue for the years ended December 31, 1997, 1996 and 1995,
      respectively.

                                      F-7
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    BUSINESS COMBINATIONS:

      Effective October 31, 1997, the Company purchased all of the outstanding
      common stock of Columbia Shipping Group, Inc. ("CSG"), a privately held
      New York based freight forwarder and customs broker with additional
      offices in Chicago, Philadelphia, Los Angeles and San Francisco. Pursuant
      to the terms of the Stock Purchase Agreement, the Company acquired the
      shares of CSG in exchange for 598,718 shares of the Company's common
      stock, a note payable to a selling stockholder in the amount of $1,083,333
      and cash of $3,833,333.

      The total consideration of approximately $6,500,000, including acquisition
      costs, exceeded the fair value of the net assets acquired by $4,291,900.
      Such amount has been included in goodwill and is being amortized over 40
      years.

      The note payable to a selling stockholder bears interest at 10% and
      requires the payment of accrued interest monthly through November 2005.
      The principal amount of the note is due and payable in 16 quarterly
      payments beginning on February 1, 2002 and ending on November 1, 2005. The
      note is subordinated to the Company's indebtedness to the bank.

      Effective July 16, 1996, the Company consummated an agreement to purchase
      certain assets of Ryan Freight Services, Inc. of Dallas, Texas in exchange
      for 30,000 shares of the Company's common stock. In conjunction with the
      asset purchase agreement, the Company entered into a business acquisition
      agreement with Mr. David Pulk and Mr. Ed Reedy, "Pulk/Reedy" whereby
      120,000 shares of common stock and 110,000 non-qualified share options to
      purchase common stock are contingently issuable based on future of
      business generated by Pulk/Reedy.

      The securities issued to Pulk/Reedy were escrowed pending certain
      predetermined levels of business are generated by Pulk/Reedy through July
      1997. Pulk/Reedy did not generate the predetermined levels of business and
      thus no additional securities were issued.

      For financial reporting purposes, the transaction was accounted for under
      the purchase method. Goodwill, cost in excess of assets acquired, of
      $42,260 was being amortized over a period of 20 years. As of January 1,
      1997, the Company re-evaluated the goodwill amortization period associated
      with Pulk/Reedy and reduced the period to a remaining life of two years.
      Proforma results reflecting the acquisition have not been presented as
      results would not be materially different from those historically
      reported.

      Effective July 31, 1995, the Company acquired all of the outstanding
      capital stock of World Trade Transport of Virginia, Inc. ("WTT"), a
      privately held full-service regional freight forwarder and customs broker.
      Pursuant to the terms of the acquisition, the WTT stockholders conveyed
      their WTT stock to the Company in exchange for the issuance of an
      aggregate of 800,000 shares of the Company's common stock., $.01 par
      value, and payment of an aggregate of $1,000,000 in cash to them.

      The source of the cash consideration paid by the Company was originally a
      $1,000,000 bridge loan from the Company's principal stockholder. This note
      was subsequently repaid with long-term bank financing.

                                      F-8
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

2.    BUSINESS COMBINATIONS, CONTINUED:

      The purchase price of WTT by the Company of approximately $2,584,000 was
      comprised of the 800,000 shares issued valued at $1,200,000, cash in the
      amount of $1,000,000 and acquisition costs of $384,000. The purchase price
      was allocated to the estimated fair value of assets acquired and
      liabilities assumed of $1,770,000 and $959,000, respectively, and resulted
      in costs in excess of the estimated fair value of net assets acquired of
      approximately $1,773,000, which is being amortized over 40 years on a
      straight-line basis.

      Unaudited proforma data giving effect to the CSG acquisition as if it had
      been consummated as of the beginning of 1996 is presented below. The
      proforma data has been prepared for comparative purposes only and does not
      purport to be indicative of what would have occurred had the acquisitions
      been made at that date or the results which may occur in the future.

                (DOLLARS IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)

                                                         1997              1996
                                                      --------           -------
Sales .....................................           $111,653           $99,544
Net income ................................           $    667           $ 1,446
Net income per share ......................           $    .11           $   .26

3.    PROPERTY AND EQUIPMENT:

      Property and equipment consists of the following:

                                                             DECEMBER 31,
                                                     --------------------------
                                                         1997           1996
                                                     -----------    -----------
Equipment and furniture ..........................   $ 3,383,653    $ 2,748,089
Equipment under capital leases ...................       206,362        186,089
Leasehold improvements ...........................       552,512        422,232
                                                     -----------    -----------
                                                       4,142,527      3,356,410
Accumulated depreciation and amortization ........    (2,901,679)    (2,500,723)
                                                     -----------    -----------
                                                     $ 1,240,848    $   855,687
                                                     ===========    ===========
Depreciation and amortization expense ............   $   430,117    $   385,117
                                                     ===========    ===========

The original cost of fully depreciated assets still in service amounted to
$1,105,106 and $758,934 at December 31, 1997 and 1996, respectively.

                                      F-9
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

4.    DEBT:
<TABLE>
<CAPTION>
                                                                             1997       1996
                                                                          ----------   --------
<S>                                                                       <C>          <C>
Note payable to bank, $100,000 payable quarterly through
  June 1998.  Interest payable monthly at prime plus 1%  ..............   $        0   $600,000

Note payable to bank, line of credit ..................................      500,000          0

Note payable to bank, $191,667 payable quarterly plus interest at
   9% through October 2002  ...........................................    3,833,333          0

Note payable to individual, $67,708 payable quarterly beginning
February 2002 and ending November 2005. Interest is payable monthly
beginning November 1997 at 10%. The note is
subordinated to the bank indebtedness .................................    1,083,333          0
                                                                          ----------   --------
                                                                           5,416,666    600,000

Current portion .......................................................    1,266,660    400,000
                                                                          ----------   --------
Long-term portion .....................................................   $4,150,006   $200,000
                                                                          ==========   ========
</TABLE>
      During January 1997, the Company repaid the note payable to bank which was
      scheduled to mature through June 1998. The Company also has a line of
      credit available with maximum borrowings allowed up to $2,000,000 which
      bear interest at prime plus 1% (8.5% at December 31, 1997). Aggregate
      amounts available under the line of credit and the note payable are
      limited to 80% of the Company's eligible accounts receivable. The line of
      credit and note payable to bank are collateralized by substantially all of
      the Company's assets and expires in October 1998.

5.    COMMITMENTS:

      The Company leases office equipment and office and warehouse space under
      capital and operating leases that expire at various times through March
      2003. Total rent expense for all operating leases for the years ended
      December 31, 1997, 1996 and 1995 amounted to $1,917,526, $1,244,374 and
      $1,244,785, respectively.

                                      F-10
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

5.    COMMITMENTS, CONTINUED:

      Future minimum noncancelable payments, by year and in aggregate, related
      to the capital and operating leases at December 31, 1997, are as follows:


                                                            CAPITAL   OPERATING
                                                            -------   ----------
      1998 ..............................................   $29,907   $1,615,530
      1999 ..............................................     8,406    1,499,386
      2000 ..............................................         0      866,090
      2001 ..............................................         0      569,028
      2002 ..............................................         0      537,560
                                                            -------   ----------
      Total minimum lease payments ......................    38,313   $5,087,594
                                                                      ==========
      Amount representing interest and executory costs ..     1,785
                                                            -------
      Present value of net minimum lease payments .......    36,528

Less current portion ....................................    27,801
                                                            -------
Long-term portion .......................................   $ 8,727
                                                            =======


      During the fourth quarter of 1996, the Company recorded a charge of
      $160,581 related to the termination of an employment contract with a
      former executive officer. Under the agreement, the Company has reserved
      for monthly payments due to the former executive officer of $11,000
      through November 1997.



6.    RELATED PARTY TRANSACTIONS:

      Related party transactions and balances with the Company's principal
      shareholder and other parties related through common ownership are as
      follows:

                                               1997         1996         1995
                                            ----------   ----------   ----------
Accounts receivable, trade ..............   $  491,399   $  407,907   $  366,665
Accounts payable, trade .................   $  587,684   $  302,981   $  295,635
Revenues (1) ............................   $1,434,388   $1,258,685   $1,368,657
Expenditures (2) ........................   $1,347,810   $1,478,207   $  957,857
Interest expense ........................   $        0   $        0   $   79,652

(1)   Freight forwarding revenues from related parties.
(2)   Freight forwarding services provided by related parties.

                                      F-11
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.    INCOME TAXES:

      The components income taxes are as follows:


                                                          1997           1996
                                                       ---------      ---------
      Current:
         Federal .................................     $  18,122      $       0
         State ...................................        37,918         90,278
                                                       ---------      ---------
                                                          56,040         90,278
                                                       ---------      ---------
      Deferred:
   Federal .......................................       213,345              0
Change in valuation allowance ....................      (140,144)      (520,995)
                                                       ---------      ---------
                                                          73,201       (520,995)
                                                       ---------      ---------
Income tax provision (benefit) ...................     $ 129,241      $(430,717)
                                                       =========      =========

      There is no provision for income tax for 1995 due to the existence of net
      operating loss carryforwards and a reduction in the valuation allowance.
      The income tax benefit in 1996 relates to the change in the valuation
      allowance net of the provision for state income taxes.

      The significant components of the net deferred tax assets at December 31,
      1997 and 1996 are as follows:

                                                         1997           1996
                                                     -----------    -----------
Allowance for doubtful accounts ..................   $   196,000    $   203,000
Plant and equipment ..............................        (7,000)       (32,000)
Accrued liabilities ..............................        78,000              0
Net operating losses .............................       803,212      1,193,000
Tax credit carryforwards .........................        16,000         16,000
                                                     -----------    -----------
                                                       1,086,212      1,380,000
Valuation allowance ..............................             0       (859,005)
                                                     -----------    -----------
Net deferred tax asset ...........................   $ 1,086,212    $   520,995
                                                     ===========    ===========

      The liability method of accounting for deferred income taxes requires a
      valuation allowance against deferred tax assets if, based on the weight of
      available evidence, it is more likely than not that some or all of the
      deferred tax assets will not be realized. In addition to the reduction in
      valuation allowance in 1997 of $140,144, the Company reduced the valuation
      allowance on certain net operating loss carryforwards in the amount of
      approximately $720,000 which was credited to costs in excess of net assets
      acquired.

      The Company has net operating loss carryforwards of approximately
      $2,300,000 and $3,300,000 at December 31, 1997 and 1996, respectively, for
      federal income tax purposes available to offset future taxable income,
      expiring, if not used, periodically through the year 2008. A portion of
      the net operating loss carryforwards are subject to an annual limitation
      of approximately $155,000. During 1997 and 1996, the Company utilized
      approximately $669,000 and $1,293,000, respectively, of net operating loss
      carryforwards.

                                      F-12
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

7.    INCOME TAXES, CONTINUED:

      The Company also has investment tax credit carryforwards of approximately
      $37,000 to reduce future income taxes, expiring, if not used, periodically
      through the year 2001. The Company previously accounted for investment tax
      credits by the flow-through method.

8.    STOCK OPTIONS AND WARRANTS:

      The Company's 1992 Stock Option Plan (the "Stock Option Plan") and
      Directors Stock Option Plans (the "Directors Plans") (collectively, the
      "Plans"), have been designed to serve as an incentive for retaining
      qualified and competent employees and directors.

      The Company's Board of Directors, or a committee thereof, administers and
      interprets the Stock Option Plan and is authorized to grant options
      thereunder to all eligible employees of the Company, including officers
      and directors (whether or not employees) of the Company. The Stock Option
      Plan provides for granting of both "incentive stock options" (as defined
      in Section 422 of the Internal Revenue Code) and nonstatutory stock
      options.

      Options can be granted under the Stock Option Plan on such terms and at
      such prices as determined by the Board, or a committee thereof, except
      that the per share exercise price of options will not be less than the
      fair market value of the Common Stock on the date of grant, and, in the
      case of an incentive stock option granted to a 10% stockholder, the per
      share exercise price will not be less than 110% of such fair market value.

      The aggregate fair market value of the shares covered by incentive stock
      options granted under the Plans that become exercisable by a grantee for
      the first time in any calendar year is subject to a $100,000 limit.

      Only non-employee Directors are eligible to receive options under the
      Directors Plans. Pursuant to the initial Directors Plan established in
      1992, 50,000 shares were authorized to be issued and were subsequently
      issued in 1993. In 1994, a Directors Option Plan was established whereby
      100,000 shares were authorized to be issued for future grants, whereby
      non-employee directors are generally granted 7,500 options annually. All
      matters relating to the Directors Plan are administered by a committee of
      the Board of Directors consisting of two or more employee Directors,
      including selection of participants, allotment of shares, determination of
      price and other conditions of purchase.

      Options granted under the Stock Option Plan will be exercisable after the
      period or periods specified in the option agreement, and options granted
      under the Directors Plans are exercisable six months after being granted.
      Options granted under the Plans are not exercisable after the expiration
      of ten years from the date of grant and are not transferable other than by
      will or by the laws of descent and distribution. The Plans also authorize
      the Company to make loans to optionees to enable them to exercise their
      options.

                                      F-13
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

8.    STOCK OPTIONS AND WARRANTS, CONTINUED:

      The following table reflects the option activity for the year ended
      December 31, 1997 and 1996:
<TABLE>
<CAPTION>
                                                           1997              1996              1995
                                                     --------------    --------------    --------------
<S>                                                         <C>               <C>               <C>
Options outstanding at beginning of year .........          339,000           465,000           366,450
   Granted .......................................          233,002            49,000           157,500
   Exercised .....................................          (81,500)         (175,000)                0
   Expired .......................................          (73,250)                0          (589,500)
                                                     --------------    --------------    --------------
Options outstanding at end of year ...............          417,252           339,000           465,000
                                                     --------------    --------------    --------------
Options exercisable at end of year ...............          287,250           339,000           355,500
                                                     ==============    ==============    ==============
Price range of options outstanding at end of year     $1.38 - $3.88     $1.38 - $3.88    $ 1.38 - $3.75
                                                     ==============    ==============    ==============
Options available for future grants at end of year          310,248                 0           194,500
                                                     ==============    ==============    ==============
</TABLE>
At December 31, 1996, the weighted average exercise price of the outstanding
options is $2.21 and the weighted average remaining term is approximately six
years.

In addition, warrants to purchase 800,000 shares of the Company's common stock
at $3.25 per share are outstanding at December 31, 1997 which are exercisable
through May 1999.

In connection with a financing in 1992, warrants to purchase 87,500 shares of
common stock at $2.50 per share were issued of which 50,000 were exercised in
1996 and the remaining 37,500 shares expired in 1997.

SFAS No. 123, "Accounting for Stock-Based Compensation" ("SFAS 123") was issued
during 1995 and was effective for the year ended December 31, 1996. This
pronouncement establishes financial accounting and reporting standards for
stock-based employee compensation plans. In encourages, but does not require,
companies to recognize compensation expense for grants of stock, stock options
and other equity instruments to employees based on new fair value accounting
rules. Companies that choose not to adopt the new fair value accounting rules
will be required to disclose proforma net income and earnings per share under
the new method. The Company has adopted the disclosure provisions of SFAS 123.
Had compensation costs for the Company's stock option plans been determined
based upon the fair value at the grant date for awards under these plans
consistent with the methodology prescribed under SFAS 123 for 1997, 1996 and
1995, the Company's net income and basic earnings per share for those years
would have been reduced by approximately $50,000, $47,000 and $133,000, or $.01,
$.01 and $.03 per share, respectively. The fair value of the options granted
during 1997, 1996 and 1995 is estimated as $79,000, $74,000 and $133,000,
respectively on the dates of grant using the Black-Scholes option-pricing model
with the following assumptions: volatility of 40%-78%, expected dividends of 0,
risk-free interest rates of 5.3% to 7.4%, and terms of 3 to 10 years.

                                      F-14
<PAGE>
GOLDEN EAGLE GROUP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

9.    OTHER STOCK ISSUANCES:

      Effective August 12, 1996, the Company agreed to issue 160,000 shares of
      Common Stock and pay $5,000 in expenses in exchange for warrants to
      purchase common stock and warrants to purchase common stock warrants
      issued to various underwriters in connection with the Company's initial
      public offering in November 1992.

10.   FINANCIAL INSTRUMENTS:

      CONCENTRATION OF CREDIT RISK

      Financial instruments that potentially subject the Company to
      concentrations of credit risk consist principally of cash and trade
      accounts receivable. At December 31, 1997 and 1996, the Company had cash
      balances of $129,967 and $513,842, respectively, with financial
      institutions, which is in excess of the federally insured limit of
      $100,000. Concentrations of credit risk with respect to trade receivables
      are limited due to the large number of customers comprising the Company's
      customer base and their diverse industries and geographic areas. The
      Company recorded bad debt expenses of $49,000, $57,000 and $131,000 during
      1997, 1996 and 1995, respectively. Additionally, the Company has write
      offs, net of recoveries of $159,000 in 1997, recoveries, net of write offs
      of $93,000 in 1996 and write offs, net of recoveries, of $109,000 in 1995.

      FAIR VALUE OF FINANCIAL INSTRUMENTS

      The carrying amounts of cash, cash equivalents, accounts receivable,
      accounts payable and accrued liabilities approximate fair value because of
      the short maturity of these items. The carrying amounts of long-term debt
      approximate fair value because the interest rates on these instruments
      change with market interest rates.

                                      F-15
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
FINANCIAL DISCLOSURE.

 None.

                                   PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
COMPLIANCE SECTION 16(A) OF THE EXCHANGE ACT.

The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the captions "Election of Directors" and "Section16(a) Information".

ITEM 11. EXECUTIVE COMPENSATION

The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the captions "Compensation of Executive Officers", "Employment Agreements" and
"Options Granted to Executive Officers."

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

 The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the caption "Ownership of Management and Principal Stockholders."

ITEM 13.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

The information required by this item is incorporated by reference to the
Company's definitive Proxy Statement to be filed with the Securities and
Exchange Commission in connection with the Annual Stockholders' Meeting under
the caption "Certain Transactions with the Company."
<PAGE>
                                     PART IV

ITEM 14.    EXHIBITS, LIST AND REPORTS ON FORM 8-K.

    (A)         FINANCIAL SCHEDULES:

                None

    (B)         EXHIBITS:

  EXHIBIT   DESCRIPTION

     3(a)   Certificate of Incorporation(l)

      (b)   By-laws(l)

     4(a)   Form of certificate evidencing shares of Common Stock(l)

      (b)   Revised form of Warrant Agency Agreement between the Company and
            Continental Stock Transfer & Trust Company, with form of Common
            Stock Purchase Warrant attached(l)

      (c)   Form of Underwriter's Non-Redeemable Warrant Purchase Agreement(l)

      (d)   Form of Underwriter's Common Stock Purchase Warrant(l)

    10(a)   Lease Agreement between the Company and Grand Central Corporation(l)

      (b)   Credit Agreement between Registrant and Texas Commerce Bank National
            Association dated December 1, 1995(9)

      (c)   Stock Acquisition Agreement between the Company and William G.
            Goldfarb, Carlos A. Macaluso and Gary M. Goldfarb(l)

      (d)   Employment Agreement between the Company and Carlos A.
            Macaluso(l)(2)

      (e)   Amended 1992 Stock Option Plan(2)(3)(11)

      (f)   Agreement and Plan of Merger by and among the Company, GAC
            Acquisition Corp., DAHER America and the stockholders of DAHER
            America(4)

      (g)   Stockholders Agreement by and among the Company, the stockholders of
            DAHER America and the GEG Stockholders(5)

      (h)   Lease dated January 1, 1993 between Tejas Properties and DAHER
            America(6)

      (i)   Employment Agreement between the Company and Patrick H. Weston(2)(6)
<PAGE>
            EXHIBIT     DESCRIPTION

      (j)   Amendment to Employment Agreement between the Company and Carlos A.
            Macaluso(2)(6)

      (k)   1994 Directors Stock Option Plan(2)(3)(11)

      (l)   Agreement and Plan of Merger by and among the Company, WTT
            Acquisition Corp. and the stockholders of World Trade Transport of
            Virginia, Inc.(8)

      (m)   Employment Agreement between the Company, WTT Acquisition Corp. and
            Henri R. Youngblood(2)(7)

      (n)   Employment Agreement between the Company, WTT Acquisition Corp. and
            Jack P. Moore(2)(7)

      (o)   Employment Agreement between the Company, WTT Acquisition Corp. and
            Michael C. Moore(2)(7)

      (p)   First Amendment to Credit Agreement between Registrant and Texas
            Commerce Bank dated May 2, 1996(10)

      (q)   Business Acquisition Agreement dated July 16, 1996 between
            Registrant and Mr. David Pulk and Mr. Ed Reedy ("Pulk/Reedy")(10)

      (r)   Amendment to Stockholders' Agreement for Golden Eagle Group, Inc.
            dated December 12, 1996 between Registrant, Compagnie Daher, Patrick
            Weston, Gary Goldfarb, William Goldfarb and Carlos Macaluso(10)

      (s)   Consulting Agreement dated December 12, 1996 between Registrant and
            Gary M. Goldfarb(10)

      (t)   Credit Agreement between Registrant and Texas Commerce Bank National
            Association dated October 27, 1997.

      (v)   Stock Purchase and Sale Agreement, dated October 27, 1997, between
            Registrant, Columbia Shipping Groiup, Inc. ("CSG") and the CSG
            stockholders(12)

      (w)   Promissory note issued by Registrant to former CSG stockholder(12)

      (x)   Consulting Agreement between Registrant and former CSG
            stockholder(12)

      (y)   Employment Agreements between Registrant and Michael McAdam and Dan
            Morrel(2)(12)

    22      Subsidiaries of the Company

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

(1)   Incorporated  by  reference to the exhibit of the same number filed with
      the Company's Registration Statement on Form S-18 (No. 33-49878-A)

(2)   Management contract or compensation plan.

(3)   Incorporated by reference to the exhibits to the Proxy Statement relating
      to the Company's Annual Meeting of Stockholders held on November 11, 1994.

(4)   Incorporated by reference to exhibits to the Company's Current Report on
      Form 8-K for an Event occurring on March 9, 1994.

(5)   Incorporated by reference to exhibits to the Company's Report on Form 8-K
      for an Event occurring on March 9, 1994.

(6)   Incorporated by reference to the exhibits filed with the Company's Annual
      Report on Form 10-KSB for the year ended December 31, 1993.

(7)   Incorporated by reference to exhibits to the Company's Current Report on
      Form 8-K for an Event occurring on July 31, 1995.

(8)   Incorporated by reference to exhibits to the Company's Current Report on
      Form 8-K for an Event occurring on July 31, 1995.

(9)   Incorporated by reference to the exhibits filed with the Company's Annual
      Report on Form 10-KSB for the year ended December 31, 1995.

(10)  Incorporated by reference to the exhibits filed with the Company's Annual
      Report on Form 10-K for the year ended December 31, 1996.

(11)  Incorporated by reference to the exhibits to the Proxy Statement relating
      to the Company's Annual Meeting of Stockholders held on June 20,1997.

(12)  Incorporated by reference to exhibits to the Company's Current Report on
      Form 8-K for an Event occurring on October 31, 1997.

(C)   REPORTS ON FORM 8-K:

      None
<PAGE>
                                   SIGNATURES

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

                                          GOLDEN EAGLE GROUP, INC.

DATE: March 26, 1998                    By:/s/ Patrick H. Weston
                                          Patrick H. Weston, President and Chief
                                          Executive Officer

In accordance with the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the Company and in the
capacities and on the dates indicated:

DATE: March 26, 1998          /s/   Patrick M. Daher
                                    Patrick M. Daher, Chairman of the Board
                                    and Director

DATE: March 26, 1998          /s/   Patrick H. Weston
                                    Patrick H. Weston, President, Chief
                                    Executive Officer and Director (Principal
                                    Executive Officer)

DATE: March 26, 1998          /s/   Carlos A. Macaluso
                                    Carlos A. Macaluso. Executive Vice
                                    President Sales and Marketing and Director

DATE: March 26, 1998          /s/   Donald A. Nodorft
                                    Donald A. Nodorft.  Vice
                                    President-Finance and Chief Financial
                                    Officer (Principal Financial and
                                    Accounting Officer)

DATE: March 26, 1998         /s/    Keith Bates, Director
                                    Keith Bates, Director

DATE: March 26, 1998         /s/    John F. Darden, Director
                                    John F. Darden, Director