Golden Eagle International Inc – ‘8-A12G/A’ on 6/22/00 – EX-3.1

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Amendment to Registration of a Class of Securities   —   Form 8-A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 8-A12G/A    Form 8-A Amendment No. 4                               3     13K 
 2: EX-3.1      Restated Articles of Incorporation                     5     13K 
 3: EX-3.2      Amended Bylaws                                        11     44K 

EX-3.1   —   Restated Articles of Incorporation

EX-3.1
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RESTATED ARTICLES OF INCORPORATION
OF
GOLDEN EAGLE INTERNATIONAL, INC.

   The following sets forth the Restated Articles of Incorporation of Golden
Eagle International, Inc. (the "Corporation") pursuant to ss.7-110-107 of the   
Colorado Business Corporation Act. These Restated Articles of Incorporation do  
not contain any amendments and were adopted by Consent of the Board of Directors
of the Company without shareholder action. Shareholder action was not required. 

          FIRST: The name of the Corporation is Golden Eagle International, Inc.

SECOND: The Corporation shall have perpetual existence.     

  THIRD: (a) Purposes. The purposes for which the Corporation is
organized are as follows: general-purpose; to purchase or otherwise   
 acquire, invest in, own, mortgage, pledge, sell, assign and transfer or
     otherwise dispose of, trade, manage, operate, develop, deal in and with all
kinds of personal and real property and interest therein; to act as a 
representative or agent in any capacity for any other Corporation,    
    association or other entity, and to conduct, manage and operate any lawful
   enterprise in connection therewith; to promote, manage, acquire or invest
   in any business lawful for the Corporation to engage in and in general to
carry on any lawful business necessary, suitable or convenient in     
connection with or incidental to the accomplishment of any corporate  
    purpose, or designed directly or indirectly to promote the interest of the
    Corporation or to enhance the value of its properties or services, whether
     such business is similar in nature to the foregoing purposes, or otherwise.

     (b) Powers. In furtherance of its lawful purposes the Corporation
  shall have and may exercise all the rights, powers and privileges now or
    hereafter exercisable by Corporations organized under the laws the laws of
    Colorado. In addition, it may do everything necessary, suitable convenient
or proper for the accomplishment of any of its corporate purposes.    

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       FOURTH: The aggregate number of Common Shares which the Corporation
   shall have the authority to issue is Eight Hundred Million (800,000,000),
all of one class and all with a par value of $.0001 per share; the    
   aggregate number of Preferred Shares which the Corporation shall have the
 authority to issue is Ten Million (10,000,000), all with a par value of
$.01 per share and of such classes and with such preferences as the   
Corporation's Board of Directors may determine from time to time.     

        FIFTH: The shareholders of the Corporation shall not have cumulative
voting rights in the election of directors.                           

 SIXTH: The shareholders of the Corporation shall not have any
pre-emptive rights.                                                   

       SEVENTH: The Board of Directors may from time to time distribute to
   the shareholders in partial liquidation, out of stated capital or capital
   surplus of the Corporation, a portion of its assets, in cash or property,
subject to the limitations contained in the statutes of Colorado.     

       EIGHTH: The following provisions are inserted for the regulation of
     the internal affairs of the Corporation, and they are in furtherance of and
not in limitation or exclusion of the powers conferred by law:        

     (a) Contracts with directors, etc. No contract or other
    transaction of the Corporation with any other person, firm or Corporation,
or in which this Corporation is interested, shall be affected or      
invalidated by:                                                       

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             (i) The fact that any one or more of the directors or
   officers of this Corporation is interested in or is a director or officer
of another corporation; or                                            

                   (ii) The fact that any director of officer, individually or
jointly with others, may be party to or may be interested in any such 
contract or transaction.                                              

Each person who may become a director or officer of the Corporation is hereby   
relieved from any liability that might otherwise arise by reason of his         
contracting with the Corporation for the benefit of himself or any firm or      
Corporation in which he may be in any way interested.                           

         (b) Negation of equitable interest in shares or rights. The
    Corporation shall be entitled to treat the registered holder of any shares
 of the Corporation as the owner thereof for all purposes, including all
   rights deriving from such shares, and shall not be bound to recognize any
     equitable or other claim to, or interest in, such shares or rights deriving
  from such shares, on the part of any other person, including but without
     limiting the generality hereof, a purchaser, assignee or transferee of such
shares or of rights deriving from such shares, unless and until such  
purchaser, assignee, transferee or other person becomes the registered
 holder of such shares, whether or not the Corporation shall have either
    actual or constructive notice of the interest of such purchaser, assignee,
    transferee or other person; and no such purchaser, assignee, transferee or
 other person shall be entitled to receive notice of the meetings of the
shareholders, to vote at such meetings, to examine a list of the      
 shareholders, or to own, enjoy or exercise any other property or rights
  deriving from such shares against the Corporation, until such purchaser,
  assignee, transferee or other person has become the registered holder of
such shares.                                                          

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               (c) Restrictions on transfer of stock. The Corporation is granted
  the right to impose such restrictions on the transfer of the shares as a
  majority of the Board of Directors deems necessary, advisable or proper.

NINTH: The address of the initial registered office of the  
Corporation: Not Aapplicable                                          

        TENTH: The number of directors of this Corporation shall not be less
than three, provided however, in the event there are fewer than three 
  stockholders, the number of directors shall be the same as the number of
shareholders.                                                         

      ELEVENTH: The name and address of the incorporator: Not Applicable

     TWELFTH: The Corporation hereby adopts, incorporates, and extends
indemnification from liability for its officers and directors to the  
 fullest extent as now permitted or may hereafter be permitted under the
provisions of the Colorado Corporation Code.                          

         THIRTEENTH: The Corporation reserves the right, from time to time, to
amend, alter or repeal, or add any provisions to, its Articles of     
Incorporation by a vote of a majority of its shareholders, and in the 
manner prescribed by the laws of the State of Colorado.               

           June 19, 2000                     /s/ Jennifer T. Evans
                                                   ---------------------------
                                                    Jennifer T. Evans, Secretary

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VERIFICATION
------------

STATE OF UTAH               )                                                   
) ss.                   
COUNTY OF                   )                                                   

I, Linda Coy, a notary public, hereby certify that on 6-19, 2000,     
personally before me, Jennifer T. Evans, whom, being by me first duly sworn, did
declare she was the person who signed the foregoing document, as incorporator   
and that the statements therein contained are true.                             

WITNESS my hand and official seal.                                    

                      /s/  Linda Coy
                                                --------------------------------
                             Notary Public

My commission expires:  6-19-01                                                 
-----------------                 

Dates Referenced Herein

				Referenced-On Page
This ‘8-A12G/A’ Filing		Date		First		Last			Other Filings
Filed on:		6/22/00							None on these Dates
		6/19/00		4
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