UNITED
STATES SECURITIES AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-K/A


Amendment
No. 1





R
            ANNUAL REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





For
the Fiscal Year Ended December 31, 2008





OR





£
            TRANSITION REPORT PURSUANT TO
      SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF 1934





Commission
File No. 000-22905





GOLDEN
PHOENIX MINERALS, INC.


(Exact
Name of Registrant as Specified in Its Charter)





Nevada
            
            41-1878178(State
      or Other Jurisdiction
            
            (I.R.S.
      Employer IdentificationOf
      Incorporation or Organization)
            
            Number)1675 East Prater Way, Suite 102, Sparks,
      Nevada
            
            89434(Address
      of Principal Executive Offices)
            
            (Zip
      Code)





Registrant’s
telephone number, including area code (775)
853-4919





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





Common Stock, par value
$0.001 per share


(Title of
Class)








Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act. Yes o No þ


Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act. Yes o No þ





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 issuer
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes þ No o





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). Yes o No o





Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the
best of registrant’s knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to
this Form 10-K. þ





Indicate
by check mark whether the registrant is a large accelerated filer, an
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. (Check one):




Large
      accelerated filer o
            Accelerated
      filer o
            Non-accelerated
      filer o
              (Do
      not check if a smaller reporting company)
            Smaller
      reporting company þ




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). £ Yes R
No





The
aggregate market value of voting stock held by non-affiliates computed by
reference to the price at which the common equity was last sold as of the last
business day of the registrant’s most recently completed second fiscal quarter,
June 30, 2008, was $34,172,520.  For purposes of this
computation, it has been assumed that the shares beneficially held by directors
and officers of registrant were “held by affiliates”; this assumption is not to
be deemed to be an admission by such persons that they are affiliates of
registrant.





The
number of shares of registrant’s common stock outstanding as of November 19,
2009 was 222,080,210.





EXPLANATORY
NOTE





Golden
Phoenix Minerals, Inc. (the “Company,” “we,” “our,” or “us”) is filing this
Amendment No. 1 on form 10-K/A (this “Amendment”) to amend its Annual Report on
Form 10-K to include the information required by Items 10 through 14 of Part III
of Form 10-K.  As required by Rule 12b-15 promulgated under the
Securities Exchange Act of 1934, new certifications of our principal executive
officer and principal financial officer are being filed as exhibits to this
Amendment No. 1.  Except for the addition of the Part III information,
no other changes have been made to the original Form 10-K.  This
Amendment does not reflect events occurring after the filing of the Original
Form 10-K or modify or update those disclosures.














TABLE OF
CONTENTS





PART
      IIIITEM
      10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE
      GOVERNANCE
            3ITEM
      11.  EXECUTIVE COMPENSATION
            6ITEM
      12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
      AND RELATED STOCKHOLDER MATTERS
            11ITEM
      13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTORINDEPENDENCE
            12ITEM
      14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES
            14EXHIBITS
            15SIGNATURES
            16





PART
III





ITEM
      10.
            DIRECTORS, EXECUTIVE OFFICERS
      AND CORPORATE GOVERNANCE





Directors
and Executive Officers





The
following table sets forth the names and ages of our current directors and
executive officers and positions with us held by each person.  Our
Board of Directors (the “Board”) consists of six seats. Directors serve for a
term of one (1) year and stand for election at our annual meeting of
shareholders.  Pursuant to our Bylaws, a majority of directors may
appoint a successor to fill any vacancy that occurs on the Board between annual
meetings.  Our executive officers are appointed by our Board of
Directors.  There are no family relationships among our directors and
executive officers.





Name
            Age
            PositionDavid
      A. Caldwell
            49
            Chief
      Executive Officer, Chief Financial Officer, DirectorRobert
      P. Martin
            59
            President,
      SecretaryJ.
      Roland Vetter
            58
            DirectorCorby
      G. Anderson
            53
            DirectorKent
      D. Aveson
            57
            DirectorThomas
      J. Klein
            47
            DirectorClyde
      C. Harrison
            66
            Director





Biographies





David A.
Caldwell.Mr. Caldwell has been a Director of the Company since its
inception in 1997.  He has been the Chief Executive Officer since
January, 2007 and the Chief Financial Officer since November,
2008.  Mr. Caldwell served as President and Chief Operating Officer
from January, 2006 to his current appointment as Chief Executive
Officer.  He brings over 17 years of Nevada gold experience, and is
the Chief Geoscientist for the Company.  Mr. Caldwell has more than 21
years experience as a geologist and geophysicist specializing in the discovery,
delineation and economic evaluation of mineral deposits.  His
experience spans from generative fieldwork to project development through
bankable feasibility.  From 1997 through 2005, Mr. Caldwell was the
Chief Geologist for Nevada Pacific Gold in Elko, Nevada, which he
co-founded.  From 1994 to 1997, Mr. Caldwell was a Senior Geologist at
Santa Fe Pacific Gold Corporation.  From 1988 to 1994, Mr. Caldwell
was a Project Geologist at Gold Fields Mining Company.  Mr. Caldwell
is a former member of the Board of Trustees for the Northwest Mining
Association, was Chairman of its 2007 annual convention, and is a past president
and current member of the Board of Directors for the Geologic Society of
Nevada.  He received his Bachelor of Science degrees in Geology and in
Geophysics from the Institute of Technology at the University of Minnesota, and
his Masters of Science degree in Geology and Geochemistry from the New Mexico
Institute of Mining and Technology.





Robert P.
Martin. Mr. Martin has been President since January, 2007 and Corporate
Secretary since January, 2006.  Mr. Martin served as Executive Vice
President from January, 2006 to January, 2007.  Mr. Martin first
joined the Company as Director of Corporate Development in
2005.  Since 1992, Mr. Martin has been the co-owner, CEO and Vice
President of Waikiki Beach Activities, Inc., a Hawaii-based beach and pool
concessionaire under contract to the Hilton Corporation.  Mr. Martin’s
background includes company turn-arounds, communications, public relations and
human resources.  He holds a Bachelor of Science degree in Political
Science from Washington University and completed post-graduate business studies
at the University of Washington.  Since 1985, Mr. Martin has donated
time as President of Pacific Marine Research, a non-profit education
organization based in Seattle, Washington.


3





J. Roland
Vetter.  Mr. Vetter is a
Director and the Chairman of the Audit Committee of the Company, and has served
in this capacity since May, 2008.  Since 2006, Mr. Vetter has been the
CFO of QuadTech International, Inc.  Since 2004, Mr. Vetter has been
CFO and a director of iPackets International, Inc.  Since May 2008,
Mr. Vetter has been CFO of Albonia Innovative Technologies,
Ltd.  Since April 2008, Mr. Vetter has been CFO of Conventus Energy,
Inc.  From 2002 to 2008, Mr. Vetter was a director of Dasek
Securities, Ltd., a Bermuda company.  From 2003 to 2005, Mr. Vetter
was the president and CFO of Cardinal Minerals, Inc.  From 2003 to
2004, Mr. Vetter was the CFO of Globetech Ventures, Inc.  From 2005 to
2007, Mr. Vetter was the President and CFO of International Gold Resources,
Inc.  From 1986 to 1998, Mr. Vetter held various positions with Zimco
Group, part of the New Mining Business Division of Anglo American
Corporation.  Mr. Vetter was the former Group Financial Services
Director for the Zimco Group and a former Chairman of the Anglo American Audit
Liaison Committee.  Mr. Vetter is a member of both the Canadian and
South African Institute of Chartered Accountants.  He earned his
Bachelor of Commerce and Bachelor of Accounting degrees from the University of
the Witwatersrand in South Africa.





Corby G.
Anderson, Ph.D.  Dr. Anderson has served as a Director of the
Company since September, 2006.  Since 1997, Dr. Anderson has been a
Director and the Principal Process Engineer for the Center for Advanced Mineral
and Metallurgical Processing at Montana Tech in Butte, Montana.  He is
professionally registered as a Charted Chemical Engineer and as a Qualified
Professional.  In addition to being a full research professor, Dr.
Anderson has 28 years of experience in process, chemical and metallurgical
engineering and industrial plant operations.  He has implemented
hydrometallurgical technologies for precious and base metal recovery, process
control, separations and refining.  Dr. Anderson has been responsible
for engineering design, start-up and operations of mineral processing and
hydrometallurgical plants processing a broad range of precious and base
metals.  He is active in many professional organizations including
participation as an SME Director and Vice President, IPMI Director, Trustee for
Northwest Mining Association and Fellow of the Institution of Chemical
Engineers.  He received his B.Sc., Chemical Engineering, from Montana
State University, his M.Sc., Metallurgical Engineering, from Montana Tech, and
his Ph.D., Metallurgical Engineering, from the University of Idaho. Dr. Anderson
holds several international patents in process engineering.





Kent D.
Aveson.  Mr. Aveson has been a director of the Company since
September, 2006.  From October, 2007 to November, 2008, Mr. Aveson was
the general manger of the Ashdown Project LLC, a subsidiary of the
Company.  From 2005 to October, 2007, Mr. Aveson was the Director of
Continuous Improvement for Barrick Goldstrike Mines, Inc.’s Bald Mountain Mine
in Elko, Nevada.  This involved support of the Underground Division to
problem solve, plan and develop improvement teams, train, and deliver
multi-million dollar annual cost savings.  From 2001 to 2005, Mr.
Aveson held various management positions with Washington Tru Solutions,
Inc.  This involved managing mine waste operations.  From
1997 to 2001, he was manager of mines for Mississippi Potash, Inc.  He
is also a former member of the Board of Directors for the New Mexico State
Mining Association.  He is a two-time recipient of MSHA’s top
Sentinels of Safety Award and a four-time winner of the New Mexico Operator of
the Year Award. Mr. Aveson has 33 years of mining experience.  Mr.
Aveson earned his B.S. in Geological Engineering from the University of
Utah.





Thomas J.
Klein.Mr. Klein has been a director of the Company since
December, 2008.  Mr. Klein is a Tier One capital markets advisor
having specialized in high net worth corporate and trust accounts for a premier
Canadian bank.  Additionally, Mr. Klein advises resource-based small
cap companies, assisting in all aspects of creative funding and
restructuring.  Mr. Klein has recently co-founded MI3 Capital, which
is focused on investing in the resource sector, specifically those companies
that are in or near production.  From May, 1996 to August, 2001, Mr.
Klein was an investment advisor at Scotia Capital Markets in the wealth
management division providing investment portfolio advice for high net worth
private and corporate clients.  From September, 2001 to March, 2003,
Mr. Klein joined Blackmont Capital, Inc. as an investment advisor and served on
the internal listing committee.  Mr. Klein provided advice to
corporate clients for mergers and acquisitions as well as initial public
offerings.  From April, 2003 to October, 2003, Mr. Klein worked in
Institutional Sales with PI Financial Corp.  Since October, 2003, Mr.
Klein has worked as a consultant for Private Venture Capital, providing
specialized advice to public and private small cap companies in the resource and
high tech sectors.


4





Clyde C.
Harrison.  Mr. Harrison has
been a director of the Company since June, 2009.  Most recently, Mr.
Harrison was the Founding Member of Beeland Management Company,
LLC.  During his 5-year tenure as its CEO, Mr. Harrison managed the
Rogers Raw Materials Index Funds, which gained 150% while the benchmark S&P
index gained 1%.  From 2004 until 2007, Mr. Harrison was a member of
the board of directors of Geocom Resources, Inc., an early exploration stage
mineral resource company.  Mr. Harrison has served as a pension fund
consultant and has extensive experience as a derivative trader. Mr. Harrison
began his career in 1968 in finance with Lamson Brothers.  In 1974, he
became General Partner with Carl Icahn, managing hedge positions for corporate
takeovers.  Mr. Harrison later served as a consultant to Commerz Bank,
creating the risk control system employed to relocate their futures headquarters
from Europe to Chicago.  Mr. Harrison has also served as General
Partner for a number of private investment and trading funds.  Mr.
Harrison is a former member of the Managed Futures Committee of the Chicago
Mercantile Exchange.  He has consulted for NBD Bank and Northern
Trust, and Mr. Harrison has served as a Special Consultant to the Chairman of
the Chicago Board Options Exchange.  Mr. Harrison is a prior member of
the International Monetary Market.





Nominations
to the Board of Directors





There
were no material changes to the procedures by which security holders may
recommend nominees to our Board of Directors.





Audit
Committee Financial Expert





We have
established a separate Audit Committee within the meaning of Section 3(a)(58)(A)
of the Securities Exchange Act of 1934, as amended (the “Exchange
Act”).  We believe Mr. Vetter, Audit Committee Chairman, is an “audit
committee financial expert,” within the meaning of Item 407(d)(5) of Regulation
S-K.





Audit
Committee Report





The Audit
Committee reviews the Company’s internal accounting procedures, consults with
and reviews the services provided by the Company’s independent accountants and
makes recommendations to the Board of Directors regarding the selection of
independent accountants.  In fulfilling its oversight
responsibilities, the Committee has reviewed and discussed the audited financial
statements with management and discussed with the independent auditors the
matters required to be discussed by SAS 61. Management is responsible for the
financial statements and the reporting process, including the system of internal
controls.  The independent auditors are responsible for expressing an
opinion on the conformity of those audited financial statements with generally
accepted accounting principles.





The
Committee discussed with the independent auditors, the auditors’ independence
from the management of the Company and received written disclosures and the
letter from the independent accountants required by Independence Standards Board
Standard No. 1.





After
review and discussions, the Committee recommended to the Board that the audited
financial statements be included in the Company’s Annual Report on Form 10-K for
the year ended December 31, 2008.  The Committee also recommended to
the Board that HJ & Associates, LLC be appointed as the Company’s
independent registered public accounting firm for the fiscal year ending
December 31, 2009.





Two
independent directors currently serve on our Audit Committee: Mr. Vetter (Audit
Committee Chairman) and Dr. Anderson.


5





Section
16(a) Beneficial Ownership Reporting Compliance





Section
16(a) of the Securities and Exchange Act of 1934, as amended, requires our
officers and directors and persons who own more than 10% of a registered class
of our securities to file reports of change of ownership with the
SEC.  Officers, directors and greater than 10% beneficial owners are
required by SEC regulation to furnish us with copies of all 16(a) forms they
file.





Based
solely on our review of the copies of such forms that we received, or written
representations from certain reporting persons that no forms were required for
those persons, we believe that during fiscal year 2008 all filing requirements
applicable to our officers, directors and greater than 10% beneficial owners
were complied with by such persons in a timely manner.





Involvement
in Certain Legal Proceedings





No
director, executive officer, significant employee or control person of the
Company has been involved in any legal proceeding listed in Item 401(f) of
Regulation S-K in the past five (5) years.





Code
of Ethics





We have
adopted a code of ethics, which is available at our website at
www.golden-phoenix.com.





ITEM
11.               EXECUTIVE
COMPENSATION





Summary
Compensation





The Compensation Committee of the Board
of Directors reviews and approves executive compensation policies and
practices.  Our executive compensation philosophy and the elements of
our executive compensation program in fiscal 2008 are summarized as
follows:





·
            The
      main objectives of our executive compensation program are attracting,
      motivating and retaining the best executives and aligning their interests
      with our strategy of maximizing shareholder
  value.





·
            During
      fiscal 2008, total direct compensation under our executive compensation
      program consisted of base salary generally determined by employment
      contracts and long-term equity incentive opportunities.  There
      were no bonus opportunities in fiscal year
2008.





·
            The
      Compensation Committee is responsible for evaluating and setting the
      compensation levels of our executive officers.  In setting
      compensation levels for executive officers other than the Chief Executive
      Officer, the Compensation Committee solicits the input and recommendations
      of our Chief Executive Officer, David A.
  Caldwell.





·
            The
      Compensation Committee did not engage outside consultants in determining
      fiscal year 2008 executive
compensation.





·
            The
      Compensation Committee considers all relevant competitive factors in
      determining compensation for our executive
  officers.


6





The following table sets forth
information regarding all forms of compensation received by the named executive
officers during the fiscal years ended December 31, 2008 and December 31, 2007,
respectively:





Name
      and Principal Position
            Year
            Salary
              ($)
            Bonus
              ($)
            Stock
      Awards
              ($)
            Option
      Awards
              ($)(1)
            Non-Equity
              Incentive
      Plan Compensation
              ($)
            Non-Qualified
      Deferred Compensation Earnings
              ($)
            All
      Other Compensation
              ($)
            Total
              ($)(a)
            (b)
            (c)
            (d)
            (e)
            (f)
            (g)
            (h)
            (i)
            (j)David
      A. Caldwell Chief Executive Officer and Chief Financial
      Officer
            2008
              2007
            $127,048
              $82,502
            $—
              $—
            $—
              $—
            $16,018
              $10,305
            $—
              $—
            $
      —
              $
      —
            $
      —
              $
      —
            $143,066
              $92,807Robert
      P.
              Martin
              President
            2008
              2007
            $116,108
              $67,500
            $
      —
              $
      —
            $
      —
              $
      —
            $16,018
              $3,435
            $
      —
              $
      —
            $
      —
              $
      —
            $
      —
              $
      —
            $132,126
              $70,935Former
      Executive OfficersDonald
      R. Prahl (2)
              Chief
      Operating
              Officer
            2008
              2007
            $96,154
              $149,630
            $
      —
              $
      —
            $
      —
              $
      —
            $32,827
              $25,213
            $
      —
              $
      —
            $
      —
              $
      —
            $
      —
              $
      —
            $128,981
              $174,843Dennis
      P. Gauger (3)
              Chief
      Financial
              Officer
            2008
              2007
            $
      —
              $
      —
            $
      —
              $
      —
            $
      —
              $
      —
            $6,407
              $26,238
            $
      —
              $
      —
            $
      —
              $
      —
            $75,000
              $71,500
            $81,407
              $97,738





(1)           The
amounts in column (f) reflect the dollar amount recognized for financial
statement reporting purposes for the years ended December 31, 2008 and 2007 in
accordance with SFAS 123(R).





(2)           Mr.
Prahl resigned as Chief Operating Officer in July, 2009.





(3)           Mr.
Gauger resigned as Chief Financial Officer in November, 2008.  The
other compensation paid to Mr. Gauger in 2008 and 2007 consists of fees paid
pursuant to an Independent Contractor Agreement.


7





The officers’ deferred compensation as
of December 31, 2008 is payable to the following officers or former officers of
the Company:





David
      A. Caldwell
            
            $
            187,869Robert
      P. Martin
            
            
            133,570Donald
      R. Prahl (former officer)
            
            
            28,846$
            350,285





The
officers’ compensation has been deferred in accordance with the employment
agreements of the respective officers due to working capital constraints, and
was not part of a formal compensation deferral program which would allow the
officers to defer awards earned under other compensation plans.





Outstanding
Equity Awards at December 31, 2008 Year-End





Name
            
            Number
      of Securities Underlying Unexercised Options (#)
            
            Equity
      Incentive Plan Award: Number of Securities Underlying
      Unexercised
              Unearned
              Options
      (#) Unexercisable
            
            Equity
      Incentive Plan Awards: Number of Securities Underlying Unexercised
      Unearned Options (#)
              Excercisable
            Option
              Exercise
              Price
              ($)
            Option
              Expiration
              Date(a)
            
            (b)
            
            (c)
            
            (d)
            (e)
            (f)David
      A. Caldwell
            
            200,000
            
            -
            
            -
            0.15
            02/27/2010David
      A. Caldwell
            
            600,000
            
            -
            
            -
            0.24
            02/13/2011David
      A. Caldwell
            
            83,333
            
            166,667
            
            -
            0.19
            05/08/2013David
      A. Caldwell
            
            200,000
            
            -
            
            -
            0.19
            05/08/2013Robert
      P. Martin
            
            50,000
            
            -
            
            -
            0.15
            02/27/2010Robert
      P. Martin
            
            40,000
            
            -
            
            -
            0.19
            02/02/2010Robert
      P. Martin
            
            200,000
            
            -
            
            -
            0.24
            02/13/2011Robert
      P. Martin
            
            83,333
            
            166,667
            
            -
            0.19
            05/08/2013Donald
      R. Prahl
            
            300,000
            
            -
            
            -
            0.325
            08/07/2013Donald
      R. Prahl
            
            83,333
            
            166,667
            
            -
            0.19
            05/08/2013Dennis
      P. Gauger
            
            100,000
            
            -
            
            -
            0.395
            12/18/2011Dennis
      P. Gauger
            
            33,333
            
            66,667
            
            -
            0.19
            05/08/2013





Columns
(g) through (j) have been omitted since the Company has not granted any stock
awards.





Compensation
of Directors





Starting
January 1, 2007, the Company adopted a stipend system to compensate our
directors, whereby each director receives $1,000 per month (amounts in fiscal
year 2008 paid as cash was available).  Further, reasonable expenses
related to the performance of duties as a director are reimbursed upon
submission of evidence of payment therefore.  The following table sets
forth compensation paid to our non-executive directors for the fiscal year ended
December 31, 2008.


8





Name
            Fees
      Earned or Paid in Cash
              ($)
            Stock
      Awards
              ($)(1)
            Option
      Awards
              ($)(1)
            Non-Equity
      Incentive Plan Compensation
              ($)
            Nonqualified
      Deferred Compensation
              Earnings
              ($)
            All
              Other
              Compensation
              ($)
            Total
              ($)Corby
      G. Anderson
            7,000
            11,533
            -
            -
            -
            -
            18,533Kent
      D. Aveson
            7,000
            11,533
            -
            -
            -
            -
            18,533David
      A. Caldwell
            7,000
            23,066
            -
            -
            -
            -
            30,066J.
      Roland Vetter
            2,000
            13,365
            -
            -
            -
            -
            15,365Ronald
      L. Parratt (2)
            7,000
            34,599
            -
            -
            -
            -
            41,599Joan
      V. Brown (3)
            5,000
            17,579
            -
            -
            -
            -
            22,579





(1)           The
amounts for stock awards and option awards reflect the dollar amount recognized
for financial statement reporting purposes for the year ended December 31, 2008
in accordance with SFAS 123(R).





(2)           Mr.
Parratt resigned as Director in November, 2008.





(3)           Ms.
Brown resigned as Director in May, 2008.





Stock
Option Plans





In April,
1998, the Board approved the Golden Phoenix Minerals, Inc. Stock Option
Incentive Plan (the “1997 Stock Option Incentive Plan”), under which employees
and directors of the Company are eligible to receive grants of stock
options.  The Company has reserved a total of 1,000,000 shares of
common stock under the 1997 Stock Option Incentive Plan.  Subsequent
to this, the Employee Stock Incentive Plan of 2002 amended the 1997 Stock Option
Incentive Plan and allows for up to 4,000,000 options to be granted (the “2002
Stock Option Incentive Plan”).  These options are qualified and
registered with the SEC.  In addition to these qualified plans, the
Company created a class of non-registered, non-qualifying options in 2000 to
compensate its three principle employees for deferred salaries.  The
Company’s executive management administers the plan.  Subject to the
provisions of the 2002 Stock Option Incentive Plan, the Board has full and final
authority to select the individuals to whom options will be granted, to grant
the options, and to determine the terms and conditions and the number of shares
issued pursuant thereto.





On
October 23, 2006, the Board approved the 2006 Non-Employee Director Stock Option
Plan providing for 2,000,000 shares of the Company’s common stock to be reserved
for issuance of awards of non-qualified stock options to non-employee directors
of the Company pursuant to the terms and conditions set forth in the
plan.


9





On
September 21, 2007, the Shareholders approved the 2007 Equity Incentive Plan
providing for nine percent (9%) of the total number of outstanding shares of the
Company’s common stock at the beginning of each fiscal year to be available for
issuance of awards of Incentive and Nonqualified Stock Options, Stock and Stock
Appreciation Rights.  However, not more than two million (2,000,000)
shares of stock shall be granted in the form of Incentive Stock
Options.  On July 15, 2008, ten million (10,000,000) shares underlying
the options under this 2007 Equity Incentive Plan were registered with the U.S.
Securities and Exchange Commission.





Employment
Agreements





David A.
Caldwell





The
Company entered into an Employment Agreement with David A. Caldwell on February
22, 2006, and into an Addendum to the Employment Agreement on January 31,
2007.  Pursuant to these agreements, Mr. Caldwell currently serves as
the full time Chief Executive Officer of the Company, and as of November 8,
2008, the Chief Financial Officer, with duties to assist the Company’s executive
management in the areas of corporate development and compliance, mergers and
acquisitions, investment banking and fund raising, strategic relationships and
public relations, in the United States and such other locations as deemed
appropriate by the Board.





Mr.
Caldwell’s salary was adjusted in June, 2006 to $165,000 annually, subject to
increases, if any, as the Board may determine in its sole discretion after
periodic review of his duties not less frequently than annually.  All
of Mr. Caldwell’s salary was deferred during 2006 and portions of Mr. Caldwell’s
salary were deferred during 2007 and 2008.





On
February 13, 2006, Mr. Caldwell was granted 600,000 options under the 2002 Stock
Option Incentive Plan with an exercise price of $0.24 per share.  One
fourth of the options vest each ninety (90) day period from the date of the
grant date, resulting in one hundred percent (100%) vesting on February 13,
2007.  The options have a term of five (5) years and are subject to
other standard terms and conditions under the applicable stock option plan of
the Company.  Mr. Caldwell has also agreed to a non-competition clause
while employed by the Company and a non-solicitation clause for a term of
twenty-four (24) months following termination of his employment.





Robert P.
Martin





The
Company entered into an Employment Agreement with Robert P. Martin on March 8,
2006, and into an Addendum to the Employment Agreement on January 31,
2007.  Pursuant to these agreements, Mr. Martin currently serves as
the full time President of the Company at an annual salary of
$135,000.  Portions of Mr. Martin’s salary were deferred during 2007
and 2008.





On
February 13, 2006, Mr. Martin was granted 200,000 options under the 2002 Stock
Option Incentive Plan with an exercise price of $0.24 per share.  One
fourth of the options vest each ninety (90) day period from the date of the
grant date, resulting in one hundred percent (100%) vesting on February 13,
2007.  The options have a term of five (5) years and are subject to
other standard terms and conditions under the applicable stock option plan of
the Company.  Mr. Martin has also agreed to a non-competition clause
while employed by the Company and a non-solicitation clause for a term of
twenty-four (24) months following termination of his
employment.


10


The
Compensation Committee





The
Compensation Committee of the Board of Directors reviews and approves executive
compensation policies and practices, reviews salaries and bonuses for other
officers, administers the Company’s stock option plans and other benefit plans,
and considers other matters as may, from time to time, be referred to them by
the Board of Directors.





Compensation
Committee Interlocks and Insider Participation





The
members of the Compensation Committee for the fiscal year ended December 31,
2008 were Dr. Anderson (Compensation Committee Chairman) and Mr.
Vetter.  Dr. Anderson and Mr. Vetter are members of our Board of
Directors and are not employed by us in any other capacity.





ITEM
12.               SECURITY OWNERSHIP OF CERTAIN
BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER
MATTERS





The
following table presents certain information regarding the beneficial ownership
of all shares of common stock at November 19, 2009 for each executive officer
and director of our Company and for each person known to us who owns
beneficially more than five percent (5%) of the outstanding shares of our common
stock.  The percentage ownership shown in such table is based upon the
222,080,210 common shares issued and outstanding and ownership by these persons
of options or warrants exercisable within 60 days of such date.





Name
      and Address
            
            Common
      Shares Owned
            Exercisable
      Options
              and
      Warrants (1)
            Total
            PercentageDavid
      A. Caldwell (2)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            1,215,703
            1,166,667
            2,382,370
            1.07%Robert
      P. Martin (3)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            3,619,929
            456,667
            4,076,596
            1.84%J.
      Roland Vetter (4)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            -
            100,000
            100,000
            *Corby
      G. Anderson (5)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            528,500
            200,000
            728,500
            *Kent
      D. Aveson (6)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            -
            200,000
            200,000
            *Thomas
      J. Klein (7)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            1,500,000
            1,600,000
            3,100,000
            1.40%Clyde
      C. Harrison (8)1675
      E. Prater Way, Suite 102Sparks,
      NV 89434
            
            -
            100,000
            100,000
            *All
      directors and officers as a group (7 persons)
            6,864,132
            3,823,334
            10,687,466
            4.81%


____________


11





* Less
than 1%





(1)
            Represents
      stock options and stock warrants exercisable at November 19, 2009 or
      within sixty (60) days of November 19,
2009.





(2)
            Mr.
      Caldwell holds options for 200,000 common shares exercisable at $0.15 per
      share, 600,000 common shares exercisable at $0.24, and 450,000 common
      shares exercisable at $0.19 per share (of which 366,667 are
      vested).





(3)
            Mr.
      Martin holds options for 50,000 common shares exercisable at $0.15 per
      share, 40,000 common shares exercisable at $0.19 per share, 200,000 common
      shares exercisable at $0.24 per share and 250,000 common shares
      exercisable at $0.19 (of which 166,667 are
  vested).





(4)
            Mr.
      Vetter holds options for 100,000 common shares exercisable at $0.22 per
      share.





(5)
            Mr.
      Anderson holds options for 100,000 common shares exercisable at $0.36 per
      share and 100,000 common shares exercisable at $0.19 per
      share.





(6)
            Mr.
      Aveson holds options for 100,000 common shares exercisable at $0.36 per
      share and 100,000 common shares exercisable at $0.19 per
      share.





(7)
            Mr.
      Klein holds options for 100,000 common shares exercisable at $0.02 per
      share and warrants for 1,500,000 common shares exercisable at $0.0079 per
      share.





(8)
            Mr.
      Harrison holds options for 100,000 common shares exercisable at $0.03 per
      share.





Equity
Compensation Plan Information





For
information regarding our equity compensation plans, please see Item 5 of our
Annual Report on Form 10-K for the fiscal year ended December 31, 2008, filed
with the SEC on April 15, 2009.





ITEM
13.               CERTAIN RELATIONSHIPS AND RELATED
TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Related
Party Transactions





On
September 26, 2005, we entered into a Production Payment Purchase Agreement with
Ashdown Milling Co. LLC (“Ashdown Milling”).  Under the terms of the
agreement, Ashdown Milling agreed to purchase a production payment to be paid
from our share of production from the Ashdown mine for a minimum of
$800,000.  In addition, Ashdown Milling received one share of our
common stock and one warrant to purchase one share of our common stock at $0.20
per share for each dollar paid to us.  In addition, the Production
Payment Purchase Agreement provided that, upon our request for additional funds,
Ashdown Milling had the right, but not the obligation, to increase its
investment in the production payment up to an additional $700,000 for a maximum
purchase price of $1,500,000.  The amount of the production payment to
be paid to Ashdown Milling is equal to a 12% net smelter returns royalty on the
minerals produced from the mine until an amount equal to 240% of the total
purchase price has been paid.  Robert P. Martin, our President, and
Kenneth S. Ripley, our former Chief Executive Officer, are co-managers and two
of the five members of Ashdown Milling.  Our Board approved the
transaction.


12





Because
production payments from the Ashdown mine were not assured at the time of the
agreement with Ashdown Milling, the transaction was originally accounted for as
the sale of an interest in mineral properties with the related gain to be
deferred until we began making payments according the terms of the
agreement.  A total of $1,500,000 was advanced to us pursuant to this
agreement, with the proceeds allocated as follows.





Common
      stock
            
            $
            370,100Warrants
            
            
            225,333Deferred
      revenue
            
            
            904,567$
            1,500,000





The
allocation of the proceeds to common stock was based on the quoted market price
of our common stock on the date the shares were issued to the Ashdown Milling
members.  The allocation of the proceeds to warrants, also recorded to
common stock, was based on the estimated value of the warrants calculated using
the Black-Scholes valuation model.





With the
commencement of mining operations at the Ashdown mine, we reclassified the
deferred revenue to a production payment obligation – related party, a current
liability, to be repaid from the Company’s share of production distributions
received from the Ashdown LLC.  As of December 31, 2008, we had paid
the $904,567 production payment obligation.  As of December 31, 2007,
this obligation had a balance of $100,026.  Amounts paid to Ashdown
Milling members in excess of the original obligation recorded of $904,567 will
be reported as royalties expense.





On
February 6, 2008, we bought out the membership interests of two members of
Ashdown Milling, Charles D. Murphy and Acco Investment Inc., in exchange for
1,866,667 shares of our common stock and $139,092 cash paid to each of
them.  As a result, their membership interests in Ashdown Milling were
extinguished, and our remaining production payment to be paid to Ashdown Milling
was reduced from a 12% net smelter returns royalty on the minerals produced to
7.2%.





For the
year ended December 31, 2008, we reported royalties expense of $1,158,337
comprised of the following:





Common
      stock – 3,733,334 shares at $0.225 per share
            
            $
            840,000Exercise
      of warrants – 300,000 shares at $0.20 per share
            
            
            60,000Cash
      payments
            
            
            258,337$
            1,158,337





As a
consequence to the sale of its interest in the Ashdown LLC, the members of
Ashdown Milling will no longer have a net smelter returns royalty on Ashdown LLC
production.  We intend to pay the remaining royalty obligation as
sales proceeds are received from Win-Eldrich Mines Limited.


13





Amounts
due to related parties, included in current liabilities, consist of the
following at December 31, 2008:





Principal
            
            
            Interest
            
            
            TotalNote
      payable to Michael Fitzsimonds, our former ChiefExecutive
      Officer, with interest payments of $1,350 per month, due on or before
      February 18, 2008
            
            $
            100,000
            
            
            $
            4,050
            
            
            $
            104,050Note
      payable to the former manager of the Ashdownmine
      for the purchase of a mill, equipment rental and other, with interest at
      12%
            
            
            166,189
            
            
            
            9,429
            
            
            
            175,618Notes
      payable to David A. Caldwell, Chief ExecutiveOfficer,
      and Julie K. Caldwell,payable
      on demand, with interest at 18%
            
            
            80,935
            
            
            
            3,457
            
            
            
            84,392Notes
      payable to Robert P. Martin, President, and the Robert P. Martin Revocable
      LivingTrust,
      payable on demand, with interest at 18%
            
            
            90,435
            
            
            
            4,036
            
            
            
            94,471$
            437,559
            
            
            $
            20,972
            
            
            $
            458,531





Director
Independence





It is the
current policy of the Board that a majority of its members be independent of our
management.  A Director is considered independent if the Board
affirmatively determines that the Director (or an immediate family member) does
not have any direct or indirect material relationship with us or our affiliates
or any member of our senior management or his or her affiliates.  The
term “affiliate” means any corporation or other entity that controls, is
controlled by, or under common control with us, evidenced by the power to elect
a majority of the Board of Directors or comparable governing body of such
entity.  The term “immediate family member” means spouse, parents,
children, siblings, mothers- and fathers-in-law, sons- and daughters-in law,
brothers- and sisters-in-laws and anyone (other than domestic employees) sharing
the Director’s home.





In
accordance with these guidelines, the Board has determined that J. Roland
Vetter, Corby G. Anderson, Thomas J. Klein and Clyde C. Harrison are independent
directors.





ITEM
14.               PRINCIPAL ACCOUNTANT FEES AND
SERVICES





Relationship
with Independent Registered Public Accounting Firm





Our Audit
Committee has responsibility for the appointment, compensation and oversight of
the work of our independent registered public accounting firm, HJ &
Associates, LLC.  We retained the firm of HJ & Associates, LLC as
our Independent Registered Public Accounting Firm for the fiscal year ending
December 31, 2008.  We have appointed HJ & Associates, LLC as our
independent registered public accounting firm for our fiscal year
2009.





Audit
Fees





For the
fiscal years ended 2008 and 2007, the aggregate fees billed for services
rendered for the audits of the annual financial statements and the review of the
financial statements included in the quarterly reports on Form 10-QSB/Form 10-Q
and the services provided in connection with the statutory and regulatory
filings or engagements for those fiscal years and registration statements filed
with the SEC were $65,716 and $85,482, respectively.


14





Audit-Related
Fees





For the
fiscal years ended December 31, 2008 and 2007, there were no fees billed for the
audit or review of the financial statements that are not reported above under
Audit Fees.





Tax
Fees





For the
fiscal years ended December 31, 2008 and 2007, fees billed for tax compliance
services were $0 and $6,400 respectively. There was no tax-planning advice
provided in 2008 or 2007.





All
Other Fees





For the
fiscal years ended December 31, 2008 and 2007, there were no fees billed for
services other than services described above.





Audit
Committee Approval of Audit and Non-Audit Services of Independent
Accountants





The Audit
Committee approves all audit and non-audit services provided by the independent
auditors. These services may include audit services, audit-related services, tax
services and other services. The independent accountants and management are
required to periodically report to the Audit Committee regarding the extent of
services provided by the independent accountants, and the fees for the services
performed to date.






EXHIBITS





31.1
            Certification
      of Chief Executive Officer Pursuant to Section 30231.2
            Certification
      of Chief Financial Officer Pursuant to Section 30232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer Pursuant to 18
      U.S.C. Section 1350




15





SIGNATURES





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





GOLDEN
      PHOENIX MINERALS, INC.Date:  November
      25, 2009
            By:
            /s/
      David A. CaldwellName:
      David A. CaldwellTitle:
      Chief Executive Officer(Principal
      Executive Officer)Date:  November
      25, 2009
            By:
            /s/
      David A. CaldwellName:
      David A. CaldwellTitle:
      Chief Financial Officer(Principal
      Accounting and Financial Officer)





Pursuant
to the requirements of the Securities Exchange Act of 1934, this report has been
signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.




SIGNATURE
              
              TITLE
              DATE/s/
      David A. Caldwell
              
              Chief
      Executive Officer, Chief Financial Officer and Director
              November
      25, 2009David
      A. Caldwell/s/
      Robert P. Martin
              
              President
      and Secretary
              November
      25, 2009Robert
      P. Martin/s/
      Thomas Klein
              
              Director
              November
      25, 2009Thomas
      Klein/s/
      J. Roland Vetter
              
              Director
              November
      25, 2009J.
      Roland Vetter/s/
      Corby G. Anderson
              
              Director
              November
      25, 2009Corby
      G. Anderson/s/
      Kent D. Aveson
              
              Director
              November
      25, 2009Kent
      D. Aveson/s/
      Clyde C. Harrison
              
              Director
              November
      25, 2009Clyde
      C. Harrison






16