10-Q

 SECURITIES AND EXCHANGE COMMISSION

Washington, D.C.  20549

FORM 10-Q

(Mark One)

[X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 for quarter period ended

June 30, 2013

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

Commission file number 0-23726

  GOLDEN EAGLE INTERNATIONAL, INC. 

(Exact name of registrant as specified in its charter)

Colorado	84-1116515
(State of incorporation)	(IRS Employer Identification No.)

9653 South 700 East, Salt Lake City, UT  84070

(Address of principal executive offices) (Zip Code)

Golden Eagle's telephone number, including area code:

(801) 619-9320

____________________________________

Former Address if Changed Since Last Report

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to the filing requirements for the past 90 days.

[ X ]  Yes        [    ]  No

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    

 [X]  Yes        [    ]  No

Indicate by check mark whether the registrant is a large accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer and “smaller reporting company” in rule 12b-2 of the Exchange Act.

Large accelerated filer |_|                      Accelerated filer |_|

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Non-accelerated filer |_|                        Smaller reporting company |X|

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

                                                               |_| Yes  |X|  No

At  August 8, 2013, there were 23,366,328 shares of Company common stock outstanding.

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

The unaudited Financial Statements for the three and six months ended  June 30, 2013, are attached hereto.  Please refer to pages F-1 through F-5 following the signature page.

Item 2. Management's discussion and analysis of financial condition and results of operations

Throughout this Quarterly Report on Form 10-Q Golden Eagle International, Inc. is referred to as “we”, “our”, “us”, the “Company” and “Golden Eagle.”

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

Wherever possible, we have tried to identify these forward-looking statements by using words such as “anticipate,” “believe,” “estimate,” “expect,” “plan,” “intend,” and similar expressions.  These statements reflect our current beliefs and are based on information currently available to us. Accordingly, these statements are subject to certain risks, uncertainties, and contingencies, including those set forth under the heading “Risk Factors” in our annual report on Form 10-K for the year ended December 31, 2012, which could cause our actual results, performance, or achievements to differ materially from those expressed in, or implied by, such statements.  Readers are cautioned that forward-looking statements are not guarantees of future performance and that actual results or developments may differ materially from those expressed or implied in the forward-looking statements.

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

Overview; Plan of Operations

The following discussion should be read in conjunction with our financial statements and related notes appearing elsewhere in this Form 10-Q and our Annual Report on Form 10-K for our fiscal year ended December 31, 2012.

 Assets and Operations

A.           The Gold Bar Mill.

In 2004, we purchased the 3,500 to 4,500 ton-per-day (“tpd”) Gold Bar CIP gold mill (the “Gold Bar Mill” or the “Mill”) located 25 miles northwest of Eureka, Nevada.  Initially, our plan was to disassemble the Gold Bar Mill and transport it to Bolivia to be reconstructed on our former A Zone project in eastern Bolivia. However, for various reasons we determined that the best course of action with regards to the Gold Bar Mill was to leave it in place and explore other options related to the Mill in Nevada. The Mill was not in operation when we acquired it, and it has not been in operation during our period of ownership.  At the present time, the Gold Bar Mill is our only material capital asset.  The Mill is currently listed on our balance sheet at a cost of $3,980,000. We continually evaluate this asset to determine if it requires impairment or an adjustment. Based on the valuations reports which we have received and the interest that has been shown by various parties for the Mill, we believe that the Mill has a value in excess of the book value on our balance sheet.

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We are currently attempting to sell the mill for cash or stock or enter into a merger or joint venture arrangement. We have been actively trying to sell the mill for the past three years and we have been unsuccessful in our attempts thus far. While we believe there is value to the mill we can offer no guarantees that we will be able to find a buyer or joint venture/merger partner.  In the event that we do sell the mill we may distribute any proceeds from the sale to the shareholders as a cash dividend. We can offer no assurances however, that there will be sufficient cash remaining from a sale to offer a dividend. If we are unable to sell the mill or if we do sell the mill and issue a cash dividend, we may be forced to place the company in a dormant status under which scenario we may no longer file the required reports that enable our shares to be traded in the public market.

In the event we enter into a joint venture, refurbish, or operate the milling facility on our own, we are likely to require a significant amount of additional capital.  To bring the Mill back into operation would require a significant commitment both in terms of time and financial resources as we would need to take actions such as applying for various permits and constructing a new tailings impoundment facility for disposal.  Even if we are able to bring the Gold Bar Mill back into operation, larger mining companies providing similar services with greater financial resources in the area may affect our ability to attract toll refining partners or customers.

Because the Gold Bar Mill is our principal remaining capital asset, shareholder approval may be required if we choose to sell or transfer the Gold Bar Mill or enter into any type of merger arrangement. Although we are not currently involved in active business operations, because of the significant value of the Gold Bar Mill, we do not believe that we are a shell company as that term is defined in Rule 12b-2  of the Securities Exchange Act of 1934 (the “Exchange Act”).

B.            Bolivia

As part of the sale of our Bolivian operations and assets during 2010, we received a 3% net smelter royalty on all minerals produced from the properties which may be sold, up to $3 million. The net smelter royalty will be paid to us on a quarterly basis if and when mineral production is achieved from the mining concessions previously owned by the Bolivian subsidiary, and will likely be subject to compliance with Bolivian law regarding the expatriation of capital.  Through June 30, 2013, we have not received any payment or accrual of any obligations under the net smelter return, and we have no expectation of receiving any payments in the foreseeable future.

C.            Cash and Marketable Securities

As of June 30, 2013 we held 3,528 shares of Veris Gold Corp. (“VG”) common stock.  The market price of VG stock was $.361 per share as of June 30, 2013 with a remaining total market value of $1,274.  We expect to sell the remaining shares of VG within the next two months. However, the sale of these shares will not provide us with sufficient funds to meet all of our obligations. In order to remain a going concern we will be required to obtain other financing in the form of loans or through direct investment. We can offer no assurances that we will be successful in obtaining any additional funds. Failure to obtain other sources of financing may require us become dormant or liquidate any remaining assets.

Liquidity and capital resources

Going Concern

           The audited financial statements dated December 31, 2012 and the unaudited financial statements dated June 30, 2013 were prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements did not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Should we be unable to sell the Gold Bar mill or enter into a joint venture or merger arrangement with another party it is unlikely that we can continue as a going concern. In this event, we will seek to obtain other forms of debt or equity financing to remain a going concern. However, we can offer no assurances that we will be successful in these efforts and it is likely that we would need to place the company in a dormant status due to a lack of cash to continue any sort of operations.

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Working Capital

The following table sets forth our working capital position at June 30, 2013 as compared to December 31, 2012.

	June 30, 2013			December 31, 2012
Cash and cash equivalents	$	3,602		$	7,940
Marketable securities*		1,274			113,918
Prepaid expenses		1,100			1,100
Current Assets (Total)		5,975			122,958
Current Liabilities		(434,571	)		(375,646	)
Working Capital / (Deficit)	$	(428,596	)	$	(252,688	)

* We held 65,470 VG shares (valued at $1.74 per share) at December 31, 2012, and 3,528 VG shares (valued at $.361. per share) at June 30, 2013.

Our current liabilities as of June 30, 2013, totaled $434,571 compared to $375,646 as of December 31, 2012.  Our working capital decreased at June 30, 2013, by $175,908 from December 31, 2012 to a deficit of $(428,596) from a deficit of $(252,688).  The statement of cash flows indicates that this derived from a use of $97,187  in operating activities and was offset by $92,850 received from the sale of the VG shares.

Because we have no continuing active business operations, we have no revenues from operations and our on-going cash flow commitments are related primarily to our office lease, salaries, accounting and legal expenses associated with maintaining our status as a company reporting under the Exchange Act. Inasmuch as we have no revenues, we can expect our working capital and available cash and other liquid assets to continue to decrease as we pay our corporate obligations.  We have no prospects at the current time of generating any revenues from operations. We do not have sufficient funds available to continue as a going concern past August 2013. In order to remain a going concern, we will be required to raise additional funds through debt or stock sales which we cannot guarantee we will be able to do. In the event we are able to obtain sufficient funds to remain a going concern these resources will not be sufficient to allow us to engage in any significant operations at the Gold Bar Mill or elsewhere.

We expect to continue to focus our efforts on identifying and executing upon a strategic transaction with respect to the Gold Bar Mill.  However, to date we have not been able to execute upon such a transaction or otherwise engage in any revenue producing activities with respect to the Gold Bar Mill.

Results of Operations

Three and six Months Ended June 30, 2013

The following sets forth certain information regarding our results of operations for the three and six month period ended June 30, 2013, compared with the same period in 2012.

General and administrative expenses. General and administrative expenses for the three month period ended June 30, 2013 decreased by $87,026 to $65,798  from $152,824 during the same 2012 three month period. General and administrative expenses for the six month period ended June 30, 2013 decreased by $178,358 to $147,434  from $325,843 during the same 2012 six month period. This decrease was primarily the result of a decrease in wages and other severe austerity measures put into place during the periods.

5

Interest Expense.  Interest expense for the three month period ended June 30, 2013, increased by $3,494 to $4,363 from $869 during the same 2012 three month period. Interest expense for the six month period ended June 30, 2013, increased by $6,513 to $8,678 from $2,165 during the same 2012 six month period. The increase was the result of interest on the note payable to Terry Turner for severance fees.

Loss on sale of securities.  During the three and six months ended June 30, 2013, we sold a total of 14,442 and 61,942 shares of VG common stock respectively at prices ranging from $1.83 per share to $1.18 per share.  The sale of shares resulted in a cumulative realized loss of $63,885 for the three months ended March 31, 2013 and $263,937 for the six months ended June 30, 2013. We anticipate that we will sell all remaining shares of VG that we own during the quarter ending September 30, 2013.

Off balance sheet arrangements

None

Critical Accounting Policies

As of June 30, 2013 we did not have any accounting policies or practices that require significant judgment or estimation by our management.

Item 4. Controls and procedures

Our management, with the participation of our principal executive officer and our principal financial officer has evaluated the effectiveness of our disclosure controls and procedures as required by Exchange Act Rule 13a-15(b) as of June 30, 2013 (the end of the period covered by this report). Based on that evaluation, our principal executive officer and our principal financial officer have concluded that, because of the material weakness identified in our disclosure controls described in our annual report for the year ended December 31, 2012 on Form 10-K along with no material changes in controls, our disclosure controls and procedures were not effective as of June 30, 2013.  Due to a lack of financial resources, we are not able to, and do not intend to, immediately take any action to remediate the material weaknesses identified.

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

There were no changes in our internal control over financial reporting during the quarter ended June 30, 2013, that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal proceedings

We are not currently a party to any on-going litigation that is likely to have a material impact on our financial position, results of operations, or cash flows.

Item 1A Risk Factors.

There have been no material changes to the information included in risk factors set forth in our Annual Report on Form 10-K for the year ended December 31, 2012.

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Item 2. Unregistered sales of equity securities and use of proceeds.

We issued no additional shares of our common stock that have not been previously reported.

Item 3.  Defaults Upon Senior Securities

None.

Item 4.  Mine Safety Disclosure

Not applicable.

Item 5. Other Information

Subsequent events

On August 12, 2013, our Board of Directors, due to a lack of funds, terminated Tracy A. Madsen, without cause, as the Company’s President and Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer.  Mr. Madsen will remain as a member of the Board of Directors. Mr. Madsen agreed to forfeit any salary accrued during the period June 1, 2013 through August 12, 2013.

On August 12, 2013, Mr. Madsen also entered into a contract to serve as the President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer on a contract basis through his company Avcon Services, Inc.  Avcon Services, inc. will be paid $2,000 base per month plus expenses.  Mr. Madsen has served as the Company’s Chief Executive Officer since June 27, 2012 and Chief Financial Officer, Secretary and Treasurer since February 13, 2003. The company agreed to pay Avcon the $2,000 agreed upon monthly rate for the period June 1, 2013 through August 12, 2013.

On August 12, 2013, in accordance with the termination of Tracy A. Madsen as the Company’s President and Chief Executive Officer, the Company executed a Promissory Note and Security Agreement in the amount of $266,666.67 in favor of Mr. Madsen.  Mr. Madsen agreed to accept the Promissory Note in lieu of payment of severance due to him within 60 days after his termination.  The Promissory Note matures August 11, 2014 and is subject to acceleration upon the occurrence of certain events listed therein.  The Promissory Note carries an interest rate of 5% and is secured by the Company’s Gold Bar Mill property located in Eureka, Nevada.

Item 6.                      Exhibits:

Exhibits required by Item 601 of Regulation S-K:

10.1           Contractors Agreement between Golden Eagle International, Inc. and Avcon Services, Inc. on behalf ofTracy A. Madsen

10.2           $266,666.67 Promissory Note and Security Agreement in favor of Tracy A. Madsen

31.             Certifications pursuant to Rule 13a-14(a)

31.1           Certification of the Chief Executive Officer and Chief Financial Officer

32.             Certifications pursuant to 18 U.S.C. §1350.

32.1           Certification of the Chief Executive Officer and Chief Financial Officer

101           Interactive Data Files required by Rule 405 of Regulation ST, and Item 601(101) of Regulation SK

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SIGNATURES

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

	GOLDEN EAGLE INTERNATIONAL, INC.
	(Golden Eagle)
August 14, 2013	/s/ Tracy A. Madsen
	Tracy A. Madsen
	President, Principal Executive Officer and
	Principal Accounting Officer

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Golden Eagle International, Inc.
Balance Sheets
	(unaudited)
	June 30,			December 31,
	2013			2012
ASSETS
CURRENT ASSETS
Cash & cash equivalents	$	3,602		$	7,940
Marketable securities		1,274			113,918
Prepaid expenses		1,100			1,100
Total current assets		5,975			122,958
PROPERTY AND EQUIPMENT
Plant and mill - idle		3,980,000			3,980,000
Total property and equipment		3,980,000			3,980,000
Total Assets	$	3,985,975		$	4,102,958
LIABILITIES AND STOCKHOLDERS' EQUITY
CURRENT LIABILITIES
Accounts payable and accrued expenses	$	68,365		$	18,119
Notes payable		350,000			350,000
Accrued interest payable		16,205			7,527
Total current liabilities		434,571			375,646
Total Liabilities		434,571			375,646
Commitments and contingencies		-			-
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 10,000,000 shares authorized,
80,000 and 80,000 issued and outstanding		800			800
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares;
23,366,328 and 23,366,328  issued and outstanding shares, respectively		2,336			2,336
Additional paid-in capital		64,602,865			64,602,865
Accumulated (deficit)		(61,035,549	)		(60,615,500	)
Accumulated other comprehensive income (loss)		(19,047	)		(263,189	)
Total stockholders' equity		3,551,404			3,727,312
Total Liabilities and Stockholders' Equity	$	3,985,975		$	4,102,958

F-1

Golden Eagle International, Inc.
Statements of Operations and Other Comprehensive Income (Unaudited)
		Three months ended						Six months ended
		June 30,			June 30,			June 30,			June 30,
		2013			2012			2013			2012
REVENUES		$	-		$	-		$	-		$	-
OPERATING EXPENSES
	General and administration		65,798			152,824			147,434			325,792
	Depreciation and depletion		-			-			-			51
	Total operating expenses		65,798			152,824			147,434			325,843
OPERATING (LOSS)			(65,798	)		(152,824	)		(147,434	)		(325,843	)
OTHER INCOME (EXPENSE)
	Interest expense		(4,363	)		(869	)		(8,678	)		(2,165	)
	Loss on debt extinguishment		-			(65,207	)		-			(65,207	)
	Gain (Loss) on sale of securities		(63,885	)		(36,933	)		(263,937	)		(92,012	)
	Total other (expense)		(68,248	)		(103,009	)		(272,615	)		(159,384	)
	Loss before income taxes		(134,046	)		(255,833	)		(420,049	)		(485,228	)
	Income taxes								-			-
NET LOSS ON CONTINUING OPERATIONS			(134,046	)		(255,833	)		(420,049	)		(485,228	)
						-
NET LOSS			(134,046	)		(255,833	)		(420,049	)		(485,228	)
Basic and diluted gain (loss) per share on continuing operations		$	(0.01	)	$	(0.02	)	$	(0.02	)	$	(0.03	)
Weighted average shares outstanding - basic and diluted			23,366,328			17,026,496			23,366,328			15,185,986
OTHER COMPREHENSIVE INCOME
	Unrealized gain (loss) on securities		55,007			35,366.00			244,142			131,700
NET COMPREHENSIVE INCOME (LOSS)		$	(79,039	)	$	(220,467	)	$	(175,908	)	$	(353,528	)

F-2

Golden Eagle International, Inc.
Statements of Cash Flows (Unaudited)
For the Six Months Ended
	June 30,			June 30,
	2013			2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net income (loss)	$	(420,049	)	$	(485,228	)
Adjustments to reconcile net income (loss)
to net cash (used) by operating activities:
Officer compensation contributed		-			30,000
Stock issued for services		-			25,000
Loss on debt extinguishment		-			65,207
Depreciation		-			51
Loss on sale of marketable securities		263,937			92,012
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable		-			6,019
Increase (decrease) in accounts payable		50,246			(11,873	)
Increase (decrease) in accrued interest		8,678			2,166
Net cash flows (used by) operating activities		(97,187	)		(276,646	)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of marketable securities		92,849			130,780
Net cash flows provided by investing activities		92,850			130,780
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for cash		-			66,163
Net cash flows (used in) provided by financing activities		-			66,163
NET CHANGE IN CASH		(4,338	)		(79,703	)
CASH - BEGINNING OF PERIOD		7,940			118,835
CASH - END OF PERIOD	$	3,602		$	39,132
SUPPLEMENTAL CASH FLOW INFORMATION
Preferred and common stock issued for debt	$	-		$	88,837.00
Cash paid for
Interest		-			-
Income taxes		-			-

F-3

Golden Eagle International, Inc.

Notes to Condensed Financial Statements

(Unaudited)

Note A – Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are presented in accordance with the requirements for Form 10-Q and Article 8-03 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP’) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Our actual results could differ materially from these estimates. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report and any documents incorporated herein by reference, as well as the Annual Report on Form 10-K for the year ended December 31, 2012.

The audited financial statements dated December 31, 2012 and the unaudited financial statements dated June 30, 2013 were prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements did not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Should we be unable to sell the Gold Bar mill or enter into a joint venture or merger arrangement with another party it is unlikely that we can continue as a going concern. In this event, we will seek to obtain other forms of debt or equity financing to remain a going concern. However, we can offer no assurances that we will be successful in these efforts and it is likely that we would become dormant due to a lack of cash to continue any sort of operations.

Note B – Organization and Nature of Business

The Gold Bar Mill (“Mill”), our only remaining significant non-current asset, is currently idle and has been since we acquired it in 2004.  We continue to monitor the Mill for impairment on a periodic basis or whenever circumstances arise that indicate the carrying amount of the Mill may not be recoverable.  An impairment loss is recognized when the carrying value of the Mill exceeds the estimated undiscounted future cash flows.  As of and through June 30, 2013, we have not recognized any impairment on the Mill.

Note C – Notes Payable

On July 27, 2012, in accordance with the termination of Terry C. Turner as the Company’s President and Chief Executive Officer, the Company executed a Promissory Note and Security Agreement in the amount of $350,000 in favor of Mr. Turner.  Mr. Turner agreed to accept the Promissory Note in lieu of payment of severance due to him within 60 days after his termination.  The Promissory Note matures on July 27, 2013 and is subject to acceleration upon the occurrence of certain events listed therein.  The Promissory Note is secured by the Company’s Gold Bar Mill property located in Eureka, Nevada.    Mr. Turner has verbally agreed to extend the maturity date of this note. Negotiations are currently in progress.

F-4

Golden Eagle International, Inc.

Notes to Condensed Financial Statements

(Unaudited)

During the six months ended June 30, 2013 we recognized $8,678  of interest expense.

Note D – Recent Accounting Pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on our financial position, results of operations, or cash flows.

Note E –  Marketable Securities

As part of our settlement with Veris Gold Corp. (VG), we received 2,000,000 restricted common shares of VG with an initial fair value of $1,152,000 (utilizing the sale price quoted on the Toronto Stock Exchange of $.576 a Level 1 input).  We have classified the shares as available for sale.

During the six months ended June 30, 2013, we sold a total of  61,942 VG shares with net proceeds of  $92,849.  As of June 30, 2013, we had 3,528 shares of VG remaining for sale. Subsequent adjustments to the fair value of the shares are reflected in the carrying amount as of the balance sheet date, and fluctuations in the fair value affect other comprehensive income.  As of June 30, 2013, the market price for VG shares was $.361per share.

F-5

EX-10.1

Exhibit 10.1

9653 S 700 E

Sandy, UT 84070

Contractors agreement between Golden Eagle International, Inc. and Avcon Servies, Inc. On Behalf of Tracy A. Madsen

This agreement is made between Golden Eagle International, Inc. (Client) and Avcon Services, Inc. (Contractor). This agreement will become effective on August 12, 2013.

Services to be Performed

Contractor agrees to perform the following services; providing Tracy A. Madsen as the Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of Golden Eagle International, Inc. and for the completion of duties pursuant to these offices.

Payment

In consideration for the services to be performed by Contractor, Client agrees to pay Contractor at $2,000 per month as a base rate plus additional fees for additional services provided related to the preparation and filing of Forms 10-Q and 10-K, proxy statements and travel and time related to the sale of the Gold Bar mill. Additionally, Client is to be paid $2,000 per month for services provided during June and July 2013 plus the share of fees for service provide August 1, 2013 through August 12, 2013.

Terms of Payment

Contractor shall submit an invoice to Client on the last day of each month, beginning August 31, 2013. Client shall pay Contractors fee within ten (10) days of receiving the invoice.

Expenses

Client shall be responsible for all expenses incurred while performing services under this Agreement.

Independent Contractor Status

Contractor is an independent contractor, not Client's employee. Contractor's employees or contract personnel are not Client's employees. Contractor and Client agree to the following rights consistent with an independent contractor relationship.

1.Contractor has the right to perform services for others during the term of this Agreement, as long as those services are not directly competitive to Client’s business.

2.Contractor has the sole right to control and direct the means, manner and method by which the services required by this Agreement will be performed Contractor has the right to perform the services required by this Agreement at any place, location, or time

3.Contractor will furnish all equipment and materials used to provide the services required by this Agreement.

4.Contractor shall not receive any training from the Client in the skills necessary to perform the services required by this Agreement

5.As the Contractor, you acknowledge and agree that:  (i) you will perform the Services described herein as a self-employed, independent contractor; (ii) such Services shall not render you an agent, representative or employee of the Company; (iii) you will not be carried on the payroll of the Company nor entitled to any benefits that the Company may provide for its employees; (iv) you are not and will not be an employee of the Company under the meaning or application of any federal, state or local unemployment insurance laws, or old age benefit law, or other social security laws or workmen's compensation or industrial law, or any other law, ordinance, rule or regulation, or otherwise, and you will assume all liabilities and obligations imposed by any one or more of such laws, ordinances, rules and regulations with respect to the performance of this Agreement; (v) you will be solely responsible for all income taxes, FICA, and similar taxes with respect to the Services; and (vi) you shall comply with all federal, state and local laws and regulations in connection with your Services hereunder.

Business Permits, Certificates, and Licenses

Contractor has complied with all federal, state, and local laws requiring business permits, certificates, and licenses required to carry out the services to be performed under this Agreement

State and Federal Taxes

Client will not:

1. Withhold FICA (Social Security and Medicare taxes) from Contractor's payments or make FICA payments on Contractor's behalf

2.Make state or federal unemployment compensation contributions on Contractor's behalf, or

3. Withhold state or federal income tax from Contractor's payments Contractor shall pay all taxes incurred while performing services under this Agreement - including all applicable income taxes and, if Contractor is not a corporation, self employment (social security) taxes. Upon demand, Contractor shall provide Client with proof that such payments have been made.

Fringe Benefits

Contractor understands that neither Contractor nor Contractors employees or contract personnel are eligible to participate in any employee pension, profit sharing, health, vacation pay, sick pay, or other fringe benefit plan of Client. If Contractor is later classified as Client's employee, Contractor expressly waives Contractor's rights to any benefits to which he or she was, or might have become, entitled.

Workers' Compensation

Client shall not obtain worker's compensation insurance on behalf of Contractor or Contractor's employees. If Contractor hires employees to perform any work under this Agreement, Contractor will cover them with the workers' compensation insurance and provide Client with a certificate of workers' compensation insurance before employees begin the work.

Unemployment Compensation

Client shall make no state or federal unemployment compensation payments on behalf of Contractor or Contractor's employees or contract personnel. Contractor will not be entitled to these benefits in connection with work performed under this Agreement.Contractor shall indemnify and hold Client harmless from any loss or liability

arising from performing services under this Agreement.

Terminating the Agreement

With reasonable cause, either Client or Contractor may terminate this Agreement, effective immediately upon giving written 60 day notice.

Reasonable cause includes:

· A material violation of this Agreement, or

. Any act exposing the other party to liability to others for personal injury, property damage, or professional loss

 Applicable Law

This agreement will be governed by the laws of the state of Utah.

Notices

All notices and other communications in connection with this Agreement shall be in writing and shall be considered given as follows:

. When delivered personally to the recipient's address as stated on this Agreement

· Three days after being deposited in the United States mail, with postage prepaid to the recipient's address as stated on this Agreement, or

· When sent by fax or e-mail to the last fax number or email address of the recipient known to the person giving notice. Notice is effective upon receipt provided that a duplicate copy of the notice is promptly given by first class mail, or the recipient delivers a written confirmation of receipt.

Resolving Disputes

If a dispute arises under this Agreement, the parties agree to first try to resolve the dispute with the help of a mutually agreed-upon mediator. Any costs and fees other than attorney fees associated with the mediation shall be shared equally by both parties. If the dispute is not resolved within 30 days after it is referred to the mediator, any party may take the matter to court. If any court action is necessary to enforce this Agreement, the prevailing party shall be entitled to reasonable attorney fees, costs, and expenses in addition to any other relief to which he or she may be entitled.

Please sign below to indicate your agreement with the foregoing, and return one original of this letter to our attention.  The copy is for your files

AGREED TO AND ACCEPTED:

/s/Terry C. Turner

Signature of Client

Terry C. Turner, Chairman of the Board of Directors, Golden Eagle International, Inc.

/s/Tracy A. Madsen

Signature of Contractor

Tracy A. Madsen, President, Avcon Services, Inc.

August 12, 2013

EX-10.2

Exhibit 10.2

THIS PROMISSORY NOTE HAS NOT BEEN REGISTERED UNDER THE U.S. SECURITIES ACT OF 1933 (“THE ACT”), NOR UNDER APPLICABLE STATE SECURITIES LAWS.  THIS NOTE MAY NOT BE OFFERED FOR SALE, SOLD OR OTHERWISE TRANSFERRED EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER THE ACT OR PURSUANT TO AN EXEMPTION FROM REGISTRATION UNDER THE ACT AND STATE LAWS, THE AVAILABILITY OF WHICH IS TO BE ESTABLISHED TO THE SATISFACTION OF THE COMPANY.

ISSUE DATE:                 August 12, 2013

LENDER:                         Tracy A. Madsen

PRINCIPAL SUM:         $266,666.67

GOLDEN EAGLE INTERNATIONAL, INC.

5.0 % PROMISSORY NOTE AND SECURITY AGREEMENT

1.           PROMISE TO PAY

1.1 Promise to Pay - FOR VALUE RECEIVED, GOLDEN EAGLE INTERNATIONAL, INC., a Colorado corporation (the “Company”), promises to pay to the order of the Lender on the Maturity Date the Principal Sum set forth above.  Interest at the rate of 5.0% per annum, simple interest, on the Principal Sum shall accrue.

1.2Maturity Date - The Maturity Date of this Note is one year from the Issue Date. The Company shall pay the Principal Sum, plus accrued and unpaid interest, outstanding to the Lender in lawful money of the United States of America on the Maturity Date at the address of the Lender set forth below  or such other address as the Lender designates by written notice to the Company prior to the payment being made.

1.3Prepayment, Acceleration.  This Note may be pre-paid in whole or in part without penalty at any time. Provided, however, this Note shall be paid immediately upon the occurrence of one of the following events: (a) Change of Control of the Company (as defined below), (b) upon the sale of the Company’s Gold Bar Mill property, or (c) upon the Company’s equity or debt capital raise of at least $1 million.

For purposes of this Note, a “Change of Control” shall mean the happening of any of the following:

(i) Any “Person” (as such term is used in Sections 13(d) and 14(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) is or becomes the “Beneficial Owner” (as defined in Rule 13d-3 under the Exchange Act), directly or indirectly, of securities of Company representing more than 50% of the total voting power represented by Company’s then outstanding voting securities, with the exception of Gulf Coast Capital, without the approval of at least two-thirds of the Board of Directors of Company voting on such matter, unless the Board of Directors specifically designates such acquisition to be a change of control;

(ii) A merger or consolidation of Company whether or not approved by the Board of Directors of Company, other than a merger or consolidation that would result in the voting securities of Company outstanding immediately prior thereto continuing to represent (either by remaining outstanding or by being converted or into voting securities of the surviving entity) at least 50% of the total voting power represented by the voting securities of Company or such surviving entity outstanding immediately after such merger or consolidation, or the shareholders of Company approve a plan of complete liquidation of Company or an agreement for the sale or disposition by Company of all or substantially all of Company’s assets; or

(iii) As result of the election of members to the Board of Directors, a majority of the Board of Directors consists of persons who are not members of the Board of Directors as of the Effective Date (including Turner as a member of the Board of Directors as of the Effective Date), except in the event that such slate of directors is proposed by the entire Board.

1.4Events of Default - The whole of the Principal Sum or the balance remaining unpaid, together with any accrued and unpaid interest may, at the option of the Lender, become immediately due and payable upon the occurrence of any of the following events (each event being called an “event of default”):

(a)   the Company defaults in payment of the Principal Sum on the Maturity Date and the default continues for 30 days after written notice of the default to the Company by the Lender;

(b)   the Company defaults in the performance or observance of any other covenant or condition of the Note and the default continues for 90 days after written notice of the default to the Company by the Lender;

(c)   an order is made for the winding-up of the Company; a petition is filed by or against the Company; an assignment for the benefit of creditors is made by the Company; a receiver or agent is appointed in respect of the Company under any bankruptcy or insolvency legislation, or by or on behalf of a secured creditor of the Company; or an application is made under the United States Bankruptcy Code or any successor or similar legislation;

(d)   the Company ceases to carry on its business or disposes of substantially all of its assets; or

(e)   the Company takes any corporate proceedings for its dissolution or liquidation.

1.5Remedies Upon Default.  If an Event of Default shall occur, Lender shall have all remedies provided by law and, without limiting the generality of the foregoing or the remedies provided in any other paragraph hereof, shall have the following remedies, subject to the Subordination Agreement:

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(a)The remedies of a secured party under the UCC;

(b)The right to sell all or part of the Collateral and make application of all proceeds or sums due in respect of the Collateral in whole or partial satisfaction of the Obligations as Lender may determine in its sole discretion;

(c)The right to enforce and collect the Collateral in such manner as shall be commercially reasonable deducting from the proceeds thereof its reasonable expenses of collection; and

(d)All other remedies which may be available in law or equity.

To the extent that notice of sale shall be required by law to be given, Company agrees that a period of ten (10) days from the time the notice is sent shall be a reasonable period of notification of a sale or other disposition of the Collateral by Lender, and that any notice or other communication from Lender to Company pursuant to this Agreement or required by any statute may be given to Company at the address set forth above or at such other address as Company may hereafter designate to Lender in a writing delivered to Lender.

2.           SECURITY INTEREST

2.1Grant of Security Interest.  Company hereby grants, assigns, and transfers to Lender, in accordance with the term of the Note, a security interest in and a right of setoff against all of the Company’s real and personal property located in Eureka, Nevada (also referred to as the Gold Bar Mill) (the “Collateral”).

2.2Obligation Secured.  The security interest in the Collateral is given to secure the full and timely performance by Company of this Note owing to Lender (the “Obligation”).  Company authorizes Lender to file a financing statement covering the Collateral with the appropriate state agency.

2.3Appointment of Lender.  The Company hereby irrevocably appoints Lender as the Company’s true and lawful attorney, with full authority in the place of Company and in the name of Company or otherwise, after an Event of Default has occurred and is continuing, (a) to demand any and all amounts which may be or become due or payable to Company with respect to the Collateral, including, without limitation, to enforce Company’s rights against the account debtors and obligors, and (b) in Lender’s sole discretion, to file any claim or take any action or proceeding which Lender deems necessary or desirable in order to collect or enforce payment of any and all amounts which may become due or owing with respect to the Collateral.  The acceptance of this appointment by Lender shall not obligate it to perform any duty, covenant or obligation required to be performed by Company under or by virtue of the Collateral or to take any action in connection therewith.

2.4Execution of Deed of Trust.  Company shall execute a Deed of Trust in favor of Lender to secure payment of the Note (the “Deed of Trust”), substantially in the form attached hereto as Exhibit A.

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2.5Ownership and Liens.  Company represents and warrants to Lender that (a) Company owns the Collateral and is not prohibited by contract or otherwise from subjecting the same to the security interest created hereby; and (b) the Collateral is free and clear of all security interests and encumbrances of every kind.

2.6Taxes.  Company will pay before delinquency any taxes which are or may become through assessment or otherwise a lien or charge on the Collateral and will pay any tax which may be levied on any Obligation secured hereby.

2.7Maintenance of Collateral. Company will keep the Collateral in good order and condition.  During the Agreement and the term of the Note, Company will keep the Collateral, as applicable, insured against fire, theft, and other hazards as defined in customary multi-peril commercial insurance policies.  In the event of loss, Lender shall have full power to collect any and all insurance upon the Collateral and to apply the same to the restoration or repair of the property and to apply any excess proceeds to the indebtedness secured hereby.  Lender shall have no liability whatsoever for any loss that may occur by reason of the omission or lack of coverage of any such insurance.  Company shall not use or permit the Collateral to be used unlawfully or in violation of any provision of this Note, or any applicable statute, regulation or ordinance or any policy of insurance covering the Collateral.

2.8Termination.  Immediately following the full and complete payment of the Obligation, Lender shall deliver to Company a UCC-3 Termination Statement to be filed, and, except as otherwise provided herein, all of such Company’s’ obligations hereunder shall at such time terminate.  Further, Company shall have the power and authority to deliver a notice of termination with regard to the Deed of Trust.

3.           GENERAL

3.1Notice and Other Instruments - Any notice, demand or other communication required or permitted to be given to a party must be in writing and must be sent, if to the Company, as follows 9653 South 700 East, Salt Lake City, Utah 84070, or if to Lender, to the address as follows; 9653 S 700 E, Sandy Utah, 84070.  The notice must be:

(a) personally delivered to that party; or

(b) except during a period of strike, lock-out or other postal disruption, sent by registered mail, postage prepaid to the address of that party set forth on the signature page; or

(c) sent by telegraph, facsimile, e-mail, or similar communication tested prior to sending and confirmed by prepaid registered or certified mail to the address of that party set forth on the signature page;

and will be deemed to have been received by that party on the earliest of the date of delivery under paragraph (a), the actual date of receipt where mailed under paragraph (b) and the day following the date of communication (otherwise than by U.S Postal Service mail) under paragraph (c).  Any party may give written notice to the other party of a change of address to some other address, in which event any communication must thereafter be given to that party, at the last such changed address of which the party communicating has received written notice.

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3.2Headings - Headings to the sections, paragraphs, subparagraphs and clauses of this Note have been inserted for convenience of reference only, and are not to affect its construction.

3.3Governing Law - This Note and the rights, remedies, powers, covenants, duties and obligations of the parties will be construed in accordance with and governed by the laws of the State of Colorado and the federal laws of the United States.

3.4Arbitration - Any controversy, claim, dispute and matters of difference with respect to this Agreement and the transactions contemplated by it must be resolved through submission to arbitration in Denver, Colorado according to the rules and practices of the American Arbitration Association from time to time in force.

3.5Severability - If any provision of this Note is or becomes invalid, illegal or unenforceable in any respect, that fact will not affect the validity, legality or enforceability of the remaining provisions of this Note or any valid, legal or enforceable parts of the impugned provision.

3.6Binding on Successors – This Note will inure to the benefit of and be binding upon each of the parties and their respective heirs, executors, administrators, successors and permitted assigns.

3.7Amendment and Waiver – This Note may not be amended, waived, discharged or terminated except by a document executed by the party against whom enforcement of the amendment, waiver, discharge or termination is sought.

3.8Entire Agreement – This Note and the related Subscription Agreement between the Company and the Lender, set forth the entire agreement and understanding of the Company and the Lender with respect to the loan and supersedes all prior oral and written agreements, undertakings and understandings.

GOLDEN EAGLE INTERNATIONAL, INC.

By:/s/Terry C. Turner             

Title: Chairman of the Board of Directors  

5

ACKNOWLEDGED AND AGREED TO this 12th day of August, 2013.

                           /s/Tracy A. Madsen                             

Lender Signature

6

EX-31.1

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tracy A. Madsen, certify that:

1. I have reviewed this quarterly report on Form 10-Q, of Golden Eagle International, Inc.

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

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

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

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

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

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

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: August 14, 2013 /s/ Tracy A. Madsen Tracy A. Madsen Principal Executive Officer

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

SECURITIES EXCHANGE ACT OF 1934: RULES 13a-14, 13a-15, 15d-14, and 15d-15

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Tracy A. Madsen, certify that:

1. I have reviewed this quarterly report on Form 10-Q, of Golden Eagle International, Inc.

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

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

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

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

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

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

d) disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

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

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

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

Date: August 14, 2013 /s/ Tracy A. Madsen Tracy A. Madsen Principal Financial Officer

EX-32.1

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTIONS 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Eagle International, Inc. ("the Company") on Form 10-Q for the period ended June 30, 2013, as filed with the Securities and Exchange Commission on the date hereof ("the Report"), I, Tracy A. Madsen, President, Principal Executive Officer and Principal Accounting Officer, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

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

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

Date: August 14, 2013

/s/ Tracy A. Madsen

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

Tracy A. Madsen

Principal Executive Officer and  Principal Financial Officer

XML

Consolidated Statements of Operations (Unaudited) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Consolidated Statements Of Operations
REVENUES
OPERATING EXPENSES
General and administration	65,798	152,824	147,434	325,792
Depreciation and depletion				51
Total operating expenses	65,798	152,824	147,434	325,843
OPERATING (LOSS)	(65,798)	(152,824)	(147,434)	(325,843)
OTHER INCOME (EXPENSE)
Interest expense	(4,363)	(869)	(8,678)	(2,165)
Loss on debt extinguishment		(65,207)		(65,207)
Gain (loss) on sale of securities	(63,885)	(36,933)	(263,937)	(92,012)
Total other (expense)	(68,248)	(103,009)	(272,615)	(159,384)
Loss before income taxes	(134,046)	(255,833)	(420,049)	(485,228)
Income taxes
NET LOSS ON CONTINUING OPERATIONS	(134,046)	(255,833)	(420,049)	(485,228)
Basic and diluted gain (loss) per share on continuing operations	$ (0.01)	$ (0.02)	$ (0.02)	$ (0.03)
Weighted average shares outstanding - basic and diluted	23,366,328	17,026,496	23,366,328	15,185,986
OTHER COMPREHENSIVE INCOME
Unrealized gain (loss) on securities	55,007	35,366	244,142	131,700
NET COMPREHENSIVE INCOME (LOSS)	$ (79,039)	$ (220,467)	$ (175,908)	$ (353,528)

XML

Marketable Securities

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Marketable Securities

As part of our settlement with Veris Gold Corp. (VG), we received 2,000,000 restricted common shares of VG with an initial fair value of $1,152,000 (utilizing the sale price quoted on the Toronto Stock Exchange of $.576 a Level 1 input).  We have classified the shares as available for sale.

During the six months ended June 30, 2013, we sold a total of  61,942 VG shares with gross proceeds of  $94,812.  As of June 30, 2013, we had 3,528 shares of VG remaining for sale. Subsequent adjustments to the fair value of the shares are reflected in the carrying amount as of the balance sheet date, and fluctuations in the fair value affect other comprehensive income.  As of June 30, 2013, the market price for VG shares was $.361per share.

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Basis of Presentation

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Basis of Presentation

The accompanying unaudited condensed consolidated financial statements of the Company are presented in accordance with the requirements for Form 10-Q and Article 8-03 of Regulation S-X. Certain information and footnote disclosures normally included in financial statements prepared in accordance with accounting principles generally accepted in the United States of America (“US GAAP’) have been condensed or omitted pursuant to such SEC rules and regulations. The accompanying financial statements are unaudited. However, in our opinion, the accompanying financial statements reflect all adjustments, consisting of only normal recurring adjustments, necessary for fair presentation. These financial statements should be read in conjunction with our Annual Report on Form 10-K for the year ended December 31, 2012.

The preparation of financial statements in accordance with accounting principles generally accepted in the United States (“US GAAP”) requires management to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying footnotes. Our actual results could differ materially from these estimates. Factors that could cause or contribute to such differences include, but are not limited to, those discussed in this Report and any documents incorporated herein by reference, as well as the Annual Report on Form 10-K for the year ended December 31, 2012.

The audited financial statements dated December 31, 2012 and the unaudited financial statements dated June 30, 2013 were prepared on the going concern basis which assumes that adequate sources of financing will be obtained as required and that our assets will be realized and liabilities settled in the ordinary course of business.  Accordingly, the consolidated audited financial statements did not include any adjustments related to the recoverability of assets and classification of assets and liabilities that might be necessary should we be unable to continue as a going concern. Should we be unable to sell the Gold Bar mill or enter into a joint venture or merger arrangement with another party it is unlikely that we can continue as a going concern. In this event, we will seek to obtain other forms of debt or equity financing to remain a going concern. However, we can offer no assurances that we will be successful in these efforts and it is likely that we would need to place the company in a dormant status due to a lack of cash to continue any sort of operations.

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Notes Payable

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Notes Payable

On July 27, 2012, in accordance with the termination of Terry C. Turner as the Company’s President and Chief Executive Officer, the Company executed a Promissory Note and Security Agreement in the amount of $350,000 in favor of Mr. Turner.  Mr. Turner agreed to accept the Promissory Note in lieu of payment of severance due to him within 60 days after his termination.  The Promissory Note matures on July 27, 2013 and is subject to acceleration upon the occurrence of certain events listed therein.  The Promissory Note is secured by the Company’s Gold Bar Mill property located in Eureka, Nevada.    Mr. Turner has verbally agreed to extend the maturity date of this note. Negotiations are currently in progress.

During the six months ended June 30, 2013 we recognized $8,678  of interest expense.

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Notes Payable (Details Narrative) (USD $)	3 Months Ended		6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012	Jun. 30, 2013	Jun. 30, 2012
Notes Payable Details Narrative
Interest expense	$ 4,363	$ 869	$ 8,678	$ 2,165

XML

Recent Accounting Pronouncements

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Recent Accounting Pronouncements

There are no recently issued accounting pronouncements that are expected to have a material impact on our financial position, results of operations, or cash flows.

XML

Consolidated Balance Sheets (Unaudited) (Parenthetical) (USD $)	Jun. 30, 2013	Dec. 31, 2012
Statement of Financial Position [Abstract]
Preferred stock, par value	$ 0.01	$ 0.01
Preferred stock, Authorized	10,000,000	10,000,000
Preferred stock, Issued	80,000	80,000
Preferred stock, outstanding	80,000	80,000
Common stock, par value	$ 0.0001	$ 0.0001
Common stock, Authorized	2,000,000,000	2,000,000,000
Common stock, Issued	23,366,328	23,366,328
Common stock, outstanding	23,366,328	23,366,328

XML

Consolidated Statements of Cash Flows (Unaudited) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
CASH FLOWS FROM OPERATING ACTIVITIES
Net Income (loss)	$ (420,049)	$ (485,228)
Adjustments to reconcile net income (loss) to net cash (used) by operating activities:
Officer compensation contributed		30,000
Stock issued for services		25,000
Loss on debt extinguishment		65,207
Depreciation		51
Loss on sale of marketable securities	263,937	92,012
Changes in operating assets and liabilities
Decrease (increase) in accounts receivable		6,019
Increase (decrease) in accounts payable	50,246	(11,873)
Increase (decrease) in accrued interest	8,678	2,166
Net cash flows (used by) operating activities	(97,187)	(276,646)
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale of marketable securities	92,850	130,780
Net cash flows provided by investing activities	92,850	130,780
CASH FLOWS FROM FINANCING ACTIVITIES
Stock issued for cash		66,163
Net cash flows (used in) provided by financing activities		66,163
NET CHANGE IN CASH	(4,337)	(79,703)
CASH - BEGINNING OF PERIOD	7,940	118,835
CASH - END OF PERIOD	3,602	39,132
SUPPLEMENTAL CASH FLOW INFORMATION
Preferred and common stock issued for debt		88,837
Non cash investing activities
Cash paid for Interest
Cash paid for Income taxes

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Consolidated Balance Sheets (Unaudited) (USD $)	Jun. 30, 2013	Dec. 31, 2012
ASSETS
Cash & cash equivalents	$ 3,602	$ 7,940
Marketable securities	1,274	113,918
Prepaid expenses	1,100	1,100
Total current assets	5,975	122,958
PROPERTY AND EQUIPMENT
Plant and mill - idle	3,980,000	3,980,000
Total property and equipment	3,980,000	3,980,000
Total Assets	3,985,975	4,102,958
LIABILITIES AND STOCKHOLDERS' EQUITY
Accounts payable and accrued expenses	68,365	18,119
Notes payable	350,000	350,000
Accrued interest payable	16,205	7,527
Total current liabilities	434,571	375,646
Total Liabilities	434,571	375,646
Commitments and contingencies
STOCKHOLDERS' EQUITY
Preferred stock, par value $.01 per share; 10,000,000 shares authorized, 80,000 and 80,000 issued and outstanding	800	800
Common stock, par value $.0001 per share; 2,000,000,000 authorized shares; 23,366,328 and 23,366,328 issued and outstanding shares, respectively	2,336	2,336
Additional paid-in capital	64,602,865	64,602,865
Accumulated (deficit)	(61,035,549)	(60,615,500)
Accumulated other comprehensive income (loss)	(19,047)	(263,189)
Total stockholders' equity	3,551,404	3,727,312
Total Liabilities and Stockholder's Equity	$ 3,985,975	$ 4,102,958

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Marketable Securities (Details Narrative) (USD $)	6 Months Ended
	Jun. 30, 2013	Jun. 30, 2012
Marketable Securities Details Narrative
YNG shares sold, shares	61,942
YNG shares sold, value	$ 92,850	$ 130,780

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Organization and Nature of Business

6 Months Ended

Jun. 30, 2013

Notes to Financial Statements

Organization and Nature of Business

The Gold Bar Mill (“Mill”), our only remaining significant non-current asset, is currently idle and has been since we acquired it in 2004.  We continue to monitor the Mill for impairment on a periodic basis or whenever circumstances arise that indicate the carrying amount of the Mill may not be recoverable.  An impairment loss is recognized when the carrying value of the Mill exceeds the estimated undiscounted future cash flows.  As of and through June 30, 2013, we have not recognized any impairment on the Mill.

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Document and Entity Information	6 Months Ended
	Jun. 30, 2013	Aug. 08, 2013
Document And Entity Information
Entity Registrant Name	GOLDEN EAGLE INTERNATIONAL INC
Entity Central Index Key	0000869531
Document Type	10-Q
Document Period End Date	Jun. 30, 2013
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Is Entity a Well-known Seasoned Issuer?	No
Is Entity a Voluntary Filer?	No
Is Entity's Reporting Status Current?	Yes
Entity Filer Category	Smaller Reporting Company
Entity Common Stock, Shares Outstanding		23,366,328
Document Fiscal Period Focus	Q2
Document Fiscal Year Focus	2013