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<STREET1>12401 SOUTH 450 EAST
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<TEXT>

               SECURITIES AND EXCHANGE COMMISSION
                     Washington, D.C. 20549

                            FORM 8-K

                          CURRENT REPORT

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

      Date of Report (Date of Earliest Event) March 22, 2002


                 Golden Eagle International, Inc.
                ---------------------------------
     (Exact Name of Registrant as Specified in its Charter)


    Colorado                       0-23726                   84-1116515
--------------------             ----------                ----------------
(State or Other                  (Commission               (I.R.S. Employer
Jurisdiction of                   File Number)             Identification
Incorporation)                                                  No.)


12401 South 450 East, Building D2, Suite A, Salt Lake City, Utah 84020
---------------------------------------------------------------------
       (Address of Principal Executive Offices) (Zip Code)


                          (801) 619-9320
                   ---------------------------
      (Registrant's Telephone Number, Including Area Code)


                         Not Applicable
           --------------------------------------------
 (Former Name or Former Address, If Changed Since Last Report.)

<PAGE>

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT

      Oatley, Bystrom & Hansen, a professional corporation of certified public
accountants ("Oatley") was the independent accounting firm for Golden Eagle
International, Inc., a Colorado corporation (the "Company"), for the fiscal
years ended December 31, 1999 and 2000.  Oatley audited the Company's
financial statements for the fiscal years ended December 31, 1999 and 2000.
Oatley's reports for these fiscal years contained a going concern
qualification as follows:

      "The accompanying consolidated financial statements have been presented
assuming that the Company will continue as a going concern, which contemplates
the realization of assets and the satisfaction of liabilities in the normal
course of business.  As discussed in Note A to the financial statements, the
Company had significant working capital and stockholders' deficits as of
December 31, 2000 and has incurred substantial losses since its inception.
The Company presently has no product or producing properties and requires
significant additional financing to satisfy its outstanding obligations and
commence operations.  In addition, the Company's ability to conduct future
operations remains subject to other risks, including inexperienced management,
operations in isolated regions of Bolivia, and the concentration of efforts in
a single undeveloped area.  Unless the Company successfully obtains suitable
significant additional financing there is substantial doubt about the
Company's ability to continue as a going concern.  Management's plans in
regard to these matters are also discussed in Note A.  The financial
statements do not include any adjustments to reflect the possible future
effect on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty."

      Oatley's business was acquired by Gordon, Hughes & Banks, LLP ("GHB"),
and the principal accountant who had been responsible for the Company's audit
during the years ended December 31, 2000 and 1999 became employed by GHB.
Consequently, on March 12, 2002, the Company engaged GHB ("GHB") to act as the
independent accounting firm for the Company.  As a result, Oatley was not
retained.  The Company had not consulted with GHB prior to its acquisition of
Oatley, although it did consult with GHB prior to March 12, 2002, in
connection with the transition of the Company's audit functions to GHB.

      Prior to GHB becoming the independent accountants for the Company,
neither the Company, nor anyone on its behalf, consulted with GHB regarding
the application of accounting principles to a specific or contemplated
transaction.  Neither the Company nor anyone on its behalf consulted with GHB
regarding the type of audit opinion that might be rendered on the Company's
financial statements or any matter that was the subject of a disagreement or
event as defined at Item 304(a)(2) of Regulation S-B.

     The decision to change accountants was recommended and approved by the
board of directors of the Company.  During the period from January 1, 1999 to
December 31, 2001, and through the date of this report, there were no
disagreements with Oatley on any matter of accounting principles or practices,
financial statement disclosure, or auditing scope or procedure, which
disagreements, if not resolved to the satisfaction of Oatley, would have
caused it to make reference to the subject matter of the disagreements in
connection with its reports on the Company's financial statements as described
on Item 304(a)(1)(iv)(A).  In addition, there were no such events as described
under Item 304(a)(1)(iv)(B) of Regulation S-B during such periods.

     The Company has provided Oatley with a copy of the disclosures it is
making herein in response to Item 304(a) of Regulation S-B, and has requested
that Oatley provide its response letter, addressed to the United States
Securities and Exchange Commission, pursuant to Item 304(a)(3) of Regulation
S-B, stating whether it agrees with the statements made by the Company and, if
not, stating the respects in which it does not agree. A copy of Oatley's
letter is attached as an exhibit to this Current Report on Form 8-K.

     The Company has provided GHB with a copy of the disclosures it is making
in response to Item 304(a)(2) of Regulation S-B, and GHB has indicated that no
response letter will be forthcoming.

ITEM 5.  OTHER MATTERS

     As reported in previous financial statements, the Company owes a
significant amount of accrued but unpaid salary to Terry C. Turner, its
president, chief executive officer and a director, as well as to Mary L.
Erickson, formerly the Company's president and formerly a director.  As of
December 31, 2001, the amounts owed to, but not paid to, Mr. Turner and Ms.
Erickson were:

      Mr. Turner              $ 990,012
      Ms. Erickson            $ 462,114

Mr. Turner and Ms. Erickson each agreed to waive payment of $ 443,772 and
$462,114, respectively, as of December 31, 2001, and, consequently, such
amounts are no longer owing to either person.  The Company's financial
statements for the year ended December 31, 2001, will reflect a reduction in
liabilities of $ 905,886 as a result of these waivers.


ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS

c.    Exhibits:

      Exhibit
      Number       Description

      16.1        letter of Oatley, Bystrom & Hansen, a professional
                  corporation of certified public accountants, addressed to
                  the United States Securities and Exchange Commission


                           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 hereunto duly authorized.

                            GOLDEN EAGLE INTERNATIONAL,  INC. (Registrant)


Date: March 22, 2002    By: /S/  Terry C. Turner
                           ---------------------------------------------
                           Terry C. Turner, President and Chief Executive
                           Officer


<PAGE>

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-16.1
<SEQUENCE>3
<FILENAME>golden8kex16.txt
<TEXT>




                         Oatley & Hansen
                A Professional Corporation of CPAs
                6061 South Willow Drive, Suite 230
                Greenwood Village, Colorado 80111
               (303) 770-8383 * Fax (303) 721-6923




March 22, 2002

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549

Commissioners:

We have read the statements made by Golden Eagle International, Inc.(copy
attached), which we understand will be filed with the Commission, pursuant to
Item 4 of Form 8-K, as part of the Company's Form 8-K report dated March 22,
2002.  We agree with the statements concerning our Firm in such Form 8-K.

Very truly yours,

/s/
Oatley, Bystrom & Hansen, P.C.


</TEXT>
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