GOLDEN EAGLE INTERNATIONAL INC
8-K, 1997-12-31
FINANCE SERVICES
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                       SECURITIES AND EXCHANGE COMMISSION
                                 Washington, DC






                                    FORM 8-K





                                 CURRENT REPORT

                       Pursuant to Section 13 or 15(d) of
                       The Securities Exchange Act of 1934




                        Date of Report: DECEMBER 30, 1997




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




    Colorado                       0-23726                       84-1116515
(State of other                  (Commission                    (IRS Employer
jurisdiction of                  File Number)                Identification No.)
                                incorporation)




          4949 South Syracuse Street, Suite 300, Denver, Colorado 80237
          -------------------------------------------------------------
              (Address of principal executive offices) (Zip Code)




       Registrant's telephone number, including area code: (303) 694-6101



<PAGE>


Item 1. Changes in Control of Registrant
        --------------------------------

     None


Item 2. Acquisition or Disposition of Assets
        ------------------------------------

     None


Item 3. Bankruptcy or Receivership
        --------------------------

     None


Item 4. Changes ruin Registrant's Certifying Accountant
        -----------------------------------------------

     None


Item 5. Other Events
        ------------

     Change in Corporate Counsel

     The  Company  has  terminated  the  services  of Michael A.  Littman as its
counsel,  and has  retained  the  services  of Russell C.  Burk,  Esq.,  8547 E.
Arapahoe Road, Suite J294, Englewood, Colorado 80112; phone (303) 683-9119; fax
(303) 683-9146.

     Negotiation of Open-pit Mining Contract

     The Company's majority-owned subsidiary, Eagle Mining of Bolivia, Ltd., has
negotiated  the terms of an open-pit  mining  contract  to  increase  production
levels at its Cangalli,  Bolivia gold mining operation.  Golden Eagle will scale
down its shaft mining operations due to  less-than-expected  production  results
and the lower cost of operating  open-pit  mines.  The  Company's  third quarter
production totaled 5,605 grams of gold with a value of US$56,760,  while October
production amounted to 3,255 grams of gold with a value of $31,395. Total fourth
quarter  projections  indicate  a 66%  quarterly  increase  over  third  quarter
figures.

     The mining contract is with Ingenieria de Servicios  Profesionales,  S.R.L.
(ISP), an engineering and earth moving company located in La Paz,  Bolivia.  The
contract  calls for a  24-hour-per-day  operation  employing  three  25-ton dump
trucks,  one 15-ton dump truck, one 950 Caterpillar  front-end  loader,  one 930
Caterpillar-equivalent front-end loader, two 15-ton dump trucks on stand-by, and
various compressors,  generators and support equipment. ISP's equipment would be
added to Golden Eagle's  current  rolling stock,  which includes two D85 Komatsu
bulldozers,  one leased 950  Caterpillar-equivalent  front-end  loader,  one 930
Caterpillar   front-end  loader,  and  two  leased  6-ton  dump  trucks.   ISP's
calculations,  because of the short haul distance, fixed the daily production of
the entire operation at 8, 000 to 10,000 tons of head material per day.

     The ISP contract  will be executed  once  efforts to improve the  Company's
fine gold recovery  process are  completed.  The Company's  Cueva Playa open-pit
mine site is currently undergoing modifications, including the installation of a
new flow-sheet, to increase the levels of fine gold recove ry.

     Guido   Paravicini,   M.A.,  Eng.,  an  independent   mining  engineer  and
geophysicist  hired by the  Company to  perform  geological  evaluations  of the
Cangalli  property,  has projected  that,  with a conservative  calculation of 2
grams per ton (g/t) of  recoverable  gold,  daily gross  production  from Cuev a
Playa could reach 500 to 650 troy ounces of gold  (approximately  US$150,000  to
US$200,000 per day at US$300 per ounce).  ISP and Eagle Mining of Bolivia,  Ltd.
have conservatively estimated that combined operating costs would not exceed 40%
of gross sales,  resulting in daily net revenues of  approximately  US$90,000 to
US$120,000,  or monthly net revenues of US$2.25  million to US$3  million.  (The
Company cannot  guarantee that Mr.  Paravicini's  projections are accurate,  nor
that they will necessarily re sult from the ISP contract.)

                                       2

<PAGE>



     In addition, the Company's subsidiary reports that it is in compliance with
its contract with the United  Cangalli Gold Mining  Cooperative and continues to
work closely with the Cooperative's leadership.

     Negotiation of Consulting Contracts for Services

     The  Company's  Bolivian  subsidiary,  Eagle Mining of Bolivia,  Ltd.,  has
negotiated a contract with a Bolivian consulting firm, COPROFI. COPROFI's resume
of consultants  includes  mining  engineers,  geologists,  metallurgists,  civil
engineers,  architects  and  economists.  Pursuant  to the  agreeme  nt's terms,
COPROFI will evaluate production  enhancement,  provide an environmental  impact
statement  required  by  recent  Bolivian   legislation,   and  perform  reserve
calculations and quantifications.  Additional services to be provided by COPROFI
include analysis,  evaluation and  recommendations  in the following areas: mine
workings, mine safety, production costs, topographical surveying, administrative
systems and provisioning,  inventory  control and asset  evaluation,  investment
return, acquisition and gro wth opportunities, and community support services.

     The services provided by COPROFI are expected by Golden Eagle management to
improve  production levels and increase the flow of critical  information needed
to develop future growth strategies.

     The  Company  also  announced  contracting  the  expertise  of a  respected
Bolivian metallurgist,  German Zambrana, M.A., Eng. Mr. Zambrana is focusing his
vast  experience  in the  area of fine  gold  recovery  to aid  Golden  Eagle in
improving its open-pit recovery process.  He has been a staff  metallurgist with
the United  Nations and major mining  companies,  focusing on fine gold recovery
issues in such diverse locations as Malaysia,  Indonesia,  and Brazil. Following
two site visits to the Company's Cangalli operation,  Mr. Zambrana reported that
in excess of 50% of the fine gold being  processed was being lost due to present
recovery methods. Mr. Zambrana is currently developing a new flow sheet designed
to increase  recovery  levels;  Golden  Eagle  expects the  modifications  to be
completed by the end of January  1998.  Management  expects that Mr.  Zambrana's
expertise  in fine  gold  recovery  will  play a vital  role  in  improving  the
Company's  open-pit  capabilities  as it prepares to execute the  contract  with
Ingenieria de Servicios Profesionales.


Item 6. Resignation of Directors
        ------------------------

     None


Item 7. Financial Statements, Pro Forma Financials and Exhibits
        -------------------------------------------------------

     Financials: None.

     Exhibits: Exhibit 1 - Report on site visit to Cangalli, Bolivia property by
                           Donald M. Hausen, Ph.D.



                                   Signatures

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned thereunto duly authorized.

Date:  December 30, 1997                GOLDEN EAGLE INTERNATIONAL, INC.



                                        By: /s/  Mary A. Erickson
                                           -------------------------------------
                                           Mary A. Erickson, Secretary





                                        3






                              NOTES ON SITE VISIT:
                         CANGALLI GOLD DEPOSIT, BOLIVIA
                        Golden Eagle International, Inc.

                           By Donald M. Hausen, Ph.D.
                                 September 1997



INTRODUCTION

     Technical Advisory Board members Don Hausen and Max Staheli were invited by
Golden  Eagle  International,  Inc. to visit the United  Cangalli's  gold placer
concessions in the central  portions of the Tipuani Mining  Districts during the
week of September 2-9, 1997. The placer concessions are significantly  large and
owned by the United Cangalli Gold Mining Cooperative,  and are under contract by
Eagle Mining of Bolivia, Ltd., a subsidiary of Golden Eagle International, Inc.,
for development and exploitation.  The visit to the mining operations and placer
deposits was  scheduled  for  September 6 and 7,  accompanied  by Terry  Turner,
President of the Golden Eagle International,  Inc., along with several executive
board members and staff,  including Mary  Erickson,  Rene  Velasquez,  and Guido
Paravicini.  Field  observations and geologic  interpretations  are discussed in
this report with  emphasis on the potential  reserves and mining  aspects of the
gold placer occurrences.


GENERAL DESCRIPTION OF THE CANGALLI/TIPUANI DISTRICT

     Gold mining in the Cangalli  area has occurred  over a period of 1000 years
or more,  resulting  in reported  amounts of gold  exceeding  30 million  ounces
produced by pre-Inca natives, Incas and Spaniards,  as well as both Bolivian and
foreign companies.

     According  to Guido  Paravicini  (1997),  average  gold grades found in the
Cangalli/Tipuani  District  vary from a few grams to  several  ounces  per cubic
meter;  this district is  acknowledged  as the largest and richest  gold-bearing
placer area known in Bolivia.

     The  Tipuani  District  lies in the middle of a major down  faulted  graben
called the Apollo-Caranavi Trench along a valley formed by the Tipuani River and
its tributaries.  The bedrock consists of undifferentiated Ordovician shales (or
phyllites),  sandstones  and  quartzites,  which are mostly  covered within deep
valleys by the  Cangalli  formation  conglomerates  of late  Tertiary  age.  The
Cangalli's  deposits  are  located  along  the  Tipuani  River  valley,  notably
outcropping  in the  vicinity  of the small  village  of  Cangalli.  This  thick
auriferous formation consists of alternating beds of gravel, sand and clays that
fill the Tertiary deep canyons  along the Tipuani River and nearby  tributaries.
The enormous size of this placer deposit is indicated by its  dimensions  within
the Tipuani basin, ranging in length up to 25 km (15 miles), average width of 25
km (1.5 miles) and approximate thicknesses of 500 to 2500 meters (1,640 to 8,200
ft).

                                       4

<PAGE>



     Subsequent to this massive  Tertiary  deposition  of auriferous  gravel and
sand, the regional rivers,  including the Tipuani River,  continued to erode new
river channels along the sides of the valleys between the  conglomerate  and the
phyllitic clay host rock.

     Approximately  3 to 9 meters above the bottom of the  paleo-canyon,  a very
abrupt change in  conditions  occurred.  Massive  boulders up to several tons in
size were noted just above the mud "clay/silt zone", and locally buried into the
mud.  This  sudden  change  was  apparently  initiated  by  major  environmental
variations in climate or orogenic disturbances, resulting in abrupt increases in
stream flow The valley was subsequently  filled with poorly sorted gravel,  sand
and clays,  containing  significant  amounts of gold derived  from  unidentified
upstream source(s). This Tertiary geologic event initiated the deposition of the
Cangalli  conglomerate,  which filled the deep canyon with hundreds of meters of
auriferous gravels along with interstitial fine sands, silts and clays.

     Unsorted cobbles and pebbles are well rounded by stream action,  indicating
that they were carried for some distance from the  Cordillera on the west.  Most
of the coarse cobbles were identified as  metaquartzites,  associated with minor
amounts of granitic rocks. Most of the gold is contained in t he finer matrix of
sand and clay between the cobbles, rather than within the coarse gravel.


EXPLORATION AND DEVELOPMENT CONSIDERATIONS

     Over hundreds of years, the natives have achieved rich placer recoveries of
coarse gold from multiple surface locations throughout the Cangalli conglomerate
at high and low elevations,  wherever  sufficient water was available for simple
sluice methods.  Their recovery  methods were primitive and a ffective mostly in
collecting  coarse gold. Total gold contents are  significantly  higher than the
amounts recovered by gravity methods. The spotty distribution of coarse and fine
gold  throughout  the bedded gravels and sandy to clayey seams poses the problem
of "How to sample and  determine  the  grades of gold  throughout  the  Cangalli
deposit!".

     Drilling and sampling programs have been considered to establish the grades
and reserves of the Cangalli conglomerate  deposit.  Shallow churn drill methods
have been used to estimate  the gold content of alluvial  material  along gravel
benches and beneath flood plains near rivers where abundant wa ter is available.
Such methods would appear to be impractical in deep drilling through hundreds of
meters above river beds where the terrain is mountainous in relief.

     Reverse circulation drilling programs into bedrock deposits usually provide
representative  sample  cuttings  for  assaying.  However,  deep  RC or  diamond
drilling methods to evaluate placer deposits have not been  conventionally  used
by others for several reasons:

     (1)  The spotty nature of coarse gold in placer deposits require very large
          samples (multiple cubic meters).

     (2)  Preparation  and  splitting of large  samples  containing  coarse gold
          would require special  screening and fine grinding,  resulting in high
          costs for each sample.

                                       5

<PAGE>



     (3)  Drilling  through gravel  containing  coarse cobbles  adjacent to fine
          sand, silt and clays would probably not collect representative samples
          for assaying.

     (4)  Deep drilling  (greater than 300 meters)  through  conglomerate  would
          require extensive casing, and would be costly.


VISIT TO THE MINE SITE AND SLUICE OPERATIONS

     The two-day  visit to various  facilities at the mine site included the two
sluice operations: (No. 1) the current main operation at the village at Cangalli
consisting of a head frame,  an underground  shaft and a sluice  operation;  and
(No. 2) a recently installed sluice system at the nearby Cueva Playa.

     The sluice operation near the main shaft at Cangalli was visited during the
afternoon of the first day. Basal portions of the  conglomerate  mined below the
300 meter  level of the shaft were  transported  and  dumped by truck  through a
water-fed conveyer system onto a conventional  sluice. At the completion of each
batch load,  the sluice  panels were removed and the  concentrates  upgraded and
recovered by means of manual  washing and selective  removal of coarse  pebbles,
sands and clays.  Coarse gold was visually observed,  mostly at the upper end of
the sluice.  Concentrates  were  collected and taken to another  building  where
further   concentration  of  coarse  and  fine  fractions  was  accomplished  by
additional  gravity (hand panning and tabling) methods.  The overall process was
labor  intensive,  using batch  rather than  continuous  methods.  However,  the
expected  amounts of medium  fine to coarse gold were  recovered  from the basal
zones of the conglomerate from the lower levels of the mine workings.

     The  visible  gold  particles  occurred  morphologically  as thin  sheaths,
classified  as  "leaf"  gold,  ranging  mostly  from  about a  millimeter  up to
approximately one centimeter in average  diameter.  The grades of gold recovered
by this batch/sluice  method are reported to average about 3-4 grams per met ric
ton.

     Significant  amounts of fine gold are  estimated to be lost in the process,
but may be recovered by more efficient  gravity methods and/or by cyanidation of
gravity tails.


GEOLOGIC OBSERVATIONS ALONG DRIFTS NEAR THE BOTTOM OF SHAFT

     Several areas of the underground workings were inspected during the evening
of the first day. Wall rock in most of the drifts consisted mostly of Ordovician
gray/green  shales (or slickensided  phyllites)  located below the valley floor.
Intersections  of drifts and stopes with the bottoms of Pale o-valleys were most
interesting,   revealing  the   paleo-environmental   conditions  prior  to  the
deposition of the Tertiary  conglomerates.  The valleys (or canyons) were narrow
with steep V-shaped  walls,  indicating  rapid stream erosion of the soft clayey
bedrock  Valley fill at this time was  essentially  clay fragments (or phyllitic
breccia) derived from the clay bedrock.

                                       6

<PAGE>



     Locally, small lenses of well sorted sand-silt were noted,  indicating that
the conditions of sedimentation were gradual, resulting from normal stream flow.
This facies may be termed the mud "clay/silt zone".

     For these reasons,  it is not recommended to schedule a drilling program at
Cangalli without contacting drilling  contractors who have experienced this type
of drilling.  We must be aware that the Cangalli  deposit is possibly  unique in
its origin,  its  considerable  thickness  and  variable  distributi  on of gold
throughout its extent.

     The most  economical and  representative  means to obtain large samples for
analysis  would be from  surface  exposures  using  front-end  loaders  and dump
trucks.  Such large samples could be  transported  to sites of sluices (or other
efficient means of obtaining gravity concentrates) for comparative tes twork.

     It is therefore  recommended  that  multiple  small  open-pit  locations be
developed at various strategic  locations at high and low elevations  throughout
the  conglomerate  deposit.  It is also  recommended  that a simple gravity feed
system be used to screen out coarse  pebbles and  cobbles  prior to deliv ery to
the sluices.  The upgraded gold  concentrates  would then be fed directly to the
sluices for test recovery of coarse gold.  The gravity fine tails should then be
split and sampled for fire assay and/or  cyanide  bottle tests.  In this manner,
both  fine and  coarse  gold can be  determined  for the  potential  total  gold
recoveries.

     It is recommended that several widely spaced sites of surface bulk sampling
be tested during the coming year. In the interim, the recovered gold can be sold
on the  market as "cash  flow",  in the same  manner  that the  Cangalli  sluice
operation is now  processing  the gold from the bottom of the shaft.  This "cash
flow" should defer a portion of the cost for the development program.


MINING AND METALLURGICAL CONSIDERATIONS

     The prime  purpose of gravity  testwork on bulk samples would be to provide
the necessary  preliminary  information on the  distribution of recoverable gold
values  through a  significant  part of the Cangalli  conglomerate  deposit.  If
values are sufficiently high and continuous to favor the development of a viable
mining  venture,  the next step  would be to locate a mill  site  where  gravity
tailings can be further processed by cyanide leaching, and disposed at low cost.
It is  recommended  that the Cueva Playa,  located along the Tipuani  River,  be
considered for the following reasons:

     (1)  This site is located near a large meandering floodplain from which the
          river was diverted in past years.  This site would also provide  space
          for the dumping of much of the coarse  gravel  separated by screening,
          prior to the gravity gold recovery system.

     (2)  A large  section  of the  Cangalli  conglomerate  is exposed at higher
          elevations above the meandering floodplain,  which could be benched at
          multiple  levels,  and possibly  provide  gravity  feeding to the mill
          site.

                                       7

<PAGE>



     (3)  A favorable  location  within the Cueva Playa should be considered for
          the  installation  of a small  cyanidation  plant to process fine gold
          unrecoverable by gravity methods.


CONCLUSIONS AND RECOMMENDATIONS

     In my opinion, the Cangalli  conglomerate  formation can be classified as a
very large low-grade placer deposit,  with the potential reserves of millions of
ounces of gold. The viable  development  and  exploitation  of similar  deposits
world-wide require low-cost large-scale methods of mining and pro cessing. It is
therefore recommended that large open-pit mining methods and cheap (low capital)
continuous  volume  gravity  processing  methods be  developed  for this type of
deposit.

     The spotty  distribution  of coarse gold  throughout  the deposit  requires
large bulk  sampling  to provide  representative  dependable  estimates  of gold
grades, during early development.  A large bulk sampling program of the Cangalli
conglomerate  concessions is therefore proposed:  (1) to confirm the c ontinuity
of viable gold values through much of the conglomerate;  (2) to optimize methods
of mining and gravity  concentration  of coarse  gold;  and (3) to provide  some
interim cash flow.

     Again, it is emphasized that large tonnage placer deposits require low-cost
open-pit mining operations and cheap continuous gravity methods for the recovery
of medium to coarse gold on a large scale. It is also  recommended that the fine
gold be extracted  from the gravity  tails by means of cyani de dump leaching to
improve the overall gold recovery. However, the location and operation of a dump
leaching facility requires more study.

     The underground  operations should be discontinued as soon as possible, and
future bulk samples be collected  from multiple  small  open-pit  sites,  widely
spaced over accessible  exposures  across the conglomerate  deposit.  It is also
recommended   that   continuous,   rather  than  batch   methods  of  gravity  c
oncentrators,  be tested for  collection of leaf-type  coarse gold.  This should
include testwork using various types of jigs, spirals,  strakes,  Knelson bowls,
etc, for upscaling volume production without excess manual labor.

     From the viewpoint of a process mineralogist,  the amounts,  morphology and
size range of the reported  fine gold be  determined  from several  random large
samples  (~500 lbs each) of gravity  tails from the Cangalli  sluice  operation.
Each bulk sample must be screened first into a number of fractions;  i.e. plus 4
mesh, -4/28 mesh, -8/+28 mesh -28/+100 mesh, -100/+200 mesh, -200/+325 mesh, and
minus 325 mesh  slimes,  followed by  assaying  for gold by fire assays (FA) and
cyanide  extraction assays (CNAA).  This should account for the potential losses
of fine gold at Cangalli.  Screen fractions containing highest concentrations of
gold losses would be selected for detailed mineralogic examination.

                                       8



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