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UNITED STATES SECURITIES AND
    EXCHANGE COMMISSION
 Washington, D.C.
    20549
  Form 10-KSB
   þ

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
    SECURITIES EXCHANGE ACT OF 1934For the Fiscal Year Ended
    December 31, 2006ORo

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)
  Minnesota

41-1878178(State or Other Jurisdiction
    of Incorporation or Organization)

(I.R.S. Employer
    Identification 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, no par value per share
 (Title of Class)
  o þ
  þ o
  Regulation S-K Form 10-KSB Form 10-KSB. o
  Rule 12b-2 o þ
        Class

Outstanding at April 2, 2007Common Stock, no par value per
    share

158,255,064 shares




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##### 



TABLE
    OF CONTENTS
  PART IITEM 1.

BUSINESS


3ITEM 2.

PROPERTIES


20ITEM 3.

LEGAL
    PROCEEDINGS


20ITEM 4.

SUBMISSION OF
    MATTERS TO A VOTE OF SECURITY HOLDERS


21PART IIITEM 5.

MARKET FOR COMMON
    EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL BUSINESS ISSUER
    PURCHASES OF EQUITY SECURITIES


21ITEM 6.

MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION


23ITEM 7.

FINANCIAL
    STATEMENTS


32ITEM 8.

CHANGES IN AND
    DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL
    DISCLOSURE


32ITEM 8A.

CONTROLS AND
    PROCEDURES


32ITEM 8B.

OTHER
    INFORMATION


32PART IIIITEM 9.

DIRECTORS,
    EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
    WITH SECTION 16(a) OF THE EXCHANGE ACT


32ITEM 10.

EXECUTIVE
    COMPENSATION


32ITEM 11.

SECURITY OWNERSHIP
    OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT


33ITEM 12.

CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE


33ITEM 13.

EXHIBITS


33ITEM 14.

PRINCIPAL
    ACCOUNTANT FEES AND SERVICES


36SIGNATURES


37EXHIBIT 31.1EXHIBIT 31.2EXHIBIT 32.1EXHIBIT 32.2   2




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PART I  ITEM 1.
    BUSINESS  General
    Description Of Business
  Forward-Looking Statements and Associated
    Risks.  This filing contains forward-looking
    statements. Such forward-looking statements include statements
    regarding, among other things, (1) our estimates of mineral
    reserves and mineralized material, (2) our projected sales
    and profitability, (3) our growth strategies,
    (4) anticipated trends in our industry, (5) our future
    financing plans, (6) our anticipated needs for working
    capital, (7) our lack of operational experience and
    (8) the benefits related to ownership of our common stock.
    Forward-looking statements, which involve assumptions and
    describe our future plans, strategies, and expectations, are
    generally identifiable by use of the words may,
    will, should, expect,
    anticipate, estimate,
    believe, intend, or project
    or the negative of these words or other variations on these
    words or comparable terminology. This information may involve
    known and unknown risks, uncertainties, and other factors that
    may cause our actual results, performance, or achievements to be
    materially different from the future results, performance, or
    achievements expressed or implied by any forward-looking
    statements. These statements may be found under
    Managements Discussion and Analysis of Financial
    Condition and Results of Operations as well as in this
    filing generally. Actual events or results may differ materially
    from those discussed in forward-looking statements as a result
    of various factors, including, without limitation, the risks
    outlined under Certain Business Risk Factors and
    matters described in this filing generally. In light of these
    risks and uncertainties, there can be no assurance that the
    forward-looking statements contained in this filing will in fact
    occur as projected.
  The
    Company
         3




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Competition
    And Mineral Prices
    Capital
    Equipment
    Mining
    Properties And Projects
     4




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5




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Figure 1.
  6




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Figure 2.
  Ashdown
    Project, Humboldt County, Nevada
   7




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day-to-day agreed-upon
          Financing Agreements
 8




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Mineral
    Ridge Gold Mine, Esmeralda County, Nevada
           9




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Land And
    Royalties
      Recent
    Developments
  Northern
    Champion Property
  NI43-101
        Borealis
    Property
    Contact
    Property
   10




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held-for-sale
  Lone
    Mountain Mill
   11




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option-to-purchase option-to-purchase
  Alaskan
    Royalties
    Glory Creek.
  Uncle Sam.
  Financing
    Agreements
  Common
    Stock Purchase Agreement
    Schnack
    Agreement
   12




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Production
    Payment Purchase Agreement
      Corporate
    Activities
     13




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Staffing
  Corporate
    Office
    Mineral
    Ridge Mine
    Ashdown
    Project
    Certain
    Business Risk Factors
    We
    Have A Limited Operating History With Significant Losses And
    Expect Losses To Continue For The Foreseeable
    Future
    There
    Is Doubt About Our Ability To Continue As A Going Concern Due To
    Recurring Losses From Operations, Accumulated Deficit And
    Working Capital Deficit All Of Which Means That We May Not Be
    Able To Continue Operations
   14




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The
    Validity Of Our Unpatented Mining Claims Could Be Challenged,
    Which Could Force Us To Curtail Or Cease Our Business
    Operations
    Estimates
    Of Mineral Reserves And Of Mineralized Material Are Inherently
    Forward-Looking Statements, Subject To Error, Which Could Force
    Us To Curtail Or Cease Our Business Operations
    
    Geologic Uncertainty and Inherent
    Variability:  Although the estimated reserves
    and additional mineralized material have been delineated with
    appropriately spaced drilling to provide a high degree of
    assurance in the continuity of the mineralization, there is
    inherent variability between duplicate samples taken adjacent to
    each other and between sampling points that cannot be reasonably
    interpreted. There may also be unknown geologic details that
    have not been identified or correctly appreciated at the current
    level of delineation. This results in uncertainties that cannot
    be reasonably eliminated from the estimation process. Some of
    the resulting variances can have a positive effect and others
    can have a negative effect on mining operations. Acceptance of
    these uncertainties is part of any mining operation.
    Metal Price Variability:  The prices for
    molybdenum, gold, and silver fluctuate in response to many
    factors beyond anyones ability to predict. The prices used
    in making the reserve estimates are disclosed and differ from
    daily prices quoted in the news media. The percentage change in
    the price of a metal cannot be directly related to the estimated
    reserve quantities, which are affected by a number of additional
    factors. For example, a 10% change in price may have little
    impact on the estimated reserve quantities and affect only the
    resultant positive cash flow, or it may result in a significant
    change in the amount of reserves. Because mining occurs over a
    number of years, it may be prudent to continue mining for some
    period during which cash flows are temporarily negative for a
    variety of reasons including a belief that the low price is
    temporary
    and/or the
    greater expense incurred in closing a property permanently. 15




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
    Fuel Price Variability:  The cost of
    fuel can be a major variable in the cost of mining; one that is
    not necessarily included in the mining prices obtained from
    mining contractors but is passed on to the overall cost of
    operation. Although high fuel prices by historical standards
    have been used in making the reserve estimates included herein,
    future fuel prices and their impact are difficult to predict,
    but could force us to curtail or cease our business operations.
    Variations in Mining and Processing
    Parameters:  The parameters used in estimating
    mining and processing efficiency are based on testing and
    experience with previous operations at the properties or on
    operations at similar properties. While the parameters used have
    a reasonable basis, various unforeseen conditions can occur that
    may materially affect the estimates. In particular, past
    operations indicate that care must be taken to ensure that
    proper grade control is employed and that proper steps are taken
    to ensure that the leaching and milling operations are executed
    as planned. The mining contracts for the mines include clauses
    addressing these issues to help ensure planned requirements are
    met. Nevertheless, unforeseen difficulties may occur in planned
    operations, which would force us to curtail or cease our
    business operations.
    Changes in Environmental and Mining Laws and
    Regulations:  We believe that we currently
    comply with existing environmental and mining laws and
    regulations affecting its operations. The reserve estimates
    contain cost estimates based on requirements compliance with
    current laws and regulations. While there are no currently known
    proposed changes in these laws or regulations, significant
    changes have affected past operations and additional changes may
    occur in the future.  Environmental
    Controls Could Curtail Or Delay Exploration And Development Of
    Our Mines And Impose Significant Costs On Us
  agreed-upon
   16




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Proposed
    Legislation Affecting The Mining Industry Could Have An Adverse
    Effect On Us
      The
    Development And Operation Of Our Mining Projects Involve
    Numerous Uncertainties
      
    estimation of reserves;
    anticipated metallurgical recoveries;
    future molybdenum and gold prices; and
    anticipated capital and operating costs of such projects.      
    unanticipated changes in grade and tonnage of material to be
    mined and processed;
    unanticipated adverse geotechnical conditions;
    incorrect data on which engineering assumptions are made;
    costs of constructing and operating a mine in a specific
    environment;
    availability and cost of processing and refining facilities;
    availability of economic sources of power;
    adequacy of water supply;
    adequate access to the site;
    unanticipated transportation costs; 17




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
    government regulations (including regulations relating to
    prices, royalties, duties, taxes, restrictions on production,
    quotas on exportation of minerals, as well as the costs of
    protection of the environment and agricultural lands);
    fluctuations in metal prices; and
    accidents, labor actions and force majeure events.    Mineral
    Exploration Is Highly Speculative, Involves Substantial
    Expenditures, And Is Frequently Non-Productive
    
    The identification of potential economic mineralization based on
    superficial analysis;
    the quality of our management and our geological and technical
    expertise; and
    the capital available for exploration and development.    Mineral
    Exploration Is Highly Speculative
    The
    Price Of Molybdenum and Gold are Highly Volatile And A Decrease
    In The Price Of Molybdenum Or Gold Can Have A Material Adverse
    Effect On Our Business
    We may
    not be able to control the decisions, strategy and results of
    the Ashdown Project LLC to which we are a member.
   18




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
    inability to exert influence over certain strategic decisions
    made in respect of the LLC operations;
    inability of members to meet their obligations to the LLC or
    third parties; and
    disagreements or litigation between members regarding LLC
    matters.    Mining
    Risks And Insurance Could Have An Adverse Effect On Our
    Profitability
    The
    Market Price Of Our Common Stock Is Highly Volatile, Which Could
    Hinder Our Ability To Raise Additional Capital
    Penny
    Stock Regulations Affect Our Stock Price, Which May Make It More
    Difficult For Investors To Sell Their Stock
   19




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ITEM 2.
    PROPERTIES    ITEM 3.
    LEGAL
    PROCEEDINGS  Litigation
           20




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ITEM 4.
    SUBMISSION
    OF MATTERS TO A VOTE OF SECURITY HOLDERS   PART II  ITEM 5.
    MARKET
    FOR COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND SMALL
    BUSINESS ISSUER PURCHASES OF EQUITY SECURITIES  Market
    Information
  over-the-counter over-the-counter
  Year 2005

High


LowFirst Quarter

$
0.22


$
0.09Second Quarter

$
0.26


$
0.10Third Quarter

$
0.21


$
0.12Fourth Quarter

$
0.22


$
0.13   Year 2006

High


LowFirst Quarter

$
0.48


$
0.17Second Quarter

$
0.53


$
0.35Third Quarter

$
0.47


$
0.30Fourth Quarter

$
0.44


$
0.34  21




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Number of
    Equity Holders
    Dividends
    Securities
    Authorized for Issuance Under Equity Compensation
    Plans
          Number of SecuritiesRemaining Available forNumber of Securities





Future Issuance Underto be Issued Upon


Weighted-Average


Equity Compensation PlansExercise


Exercise Price of


(Excluding Securitiesof Outstanding Options


Outstanding Options


Reflectedand Warrants


and Warrants


in Column (a))Plan Category

(a)


(b)


(c)Equity compensation plans not
    approved by security holders


6,915,715


$
0.18



noneWarrants issued under no specific
    plan and therefore not approved by security holders


2,656,602


$
0.29



n/aTotal


9,572,317







none    22




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Recent
    Sales Of Unregistered Securities
    ValueNature of Service Performed

Shares Issued


ReceivedFirst Quarter 2006William Barton

Exercise of Warrants


10,000


$
2,500Michael Margolin

Exercise of Warrants


39,000



9,750Fred Margolin

Exercise of Warrants


15,000



3,750Total First Quarter 2006




64,000


$
16,000Second Quarter 2006John W. Whitney

Exercise of Warrants


200,000


$
40,000Kenneth L. Ripley

Payment of Debt


1,091,628



529,440Robert P. Martin

Payment of Debt


685,429



332,792David A. Caldwell

Payment of Debt


769,069



372,998Tom or Lisa Amberger

Conversion of Debt


66,305



19,913Craig and Diana B. Drossel

Conversion of Debt


314,332



61,696William H. and Barbara B. Perloff

Conversion of Debt


66,994



20,146Chris or Michele Schaub

Conversion of Debt


65,553



13,233Robert P. and Rebecca A. Stanger

Conversion of Debt


66,853



20,255Roger R. Taylor

Conversion of Debt


103,772



20,806Total Second Quarter 2006




3,429,935


$
1,431,279Third Quarter 2006BMO Nesbitt Burns ITF Errol Haines

Conversion of Debt


88,580


$
17,716Fourth Quarter 2006None     Purchase
    of Equity Securities by the Small Business Issuer and Affiliated
    Purchasers
    ITEM 6.
    MANAGEMENTS
    DISCUSSION AND ANALYSIS OR PLAN OF OPERATION  Forward
    Looking Statements
   23




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Form 10-KSB Form 10-KSB Form 10-KSB
  Overview
         24




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day-to-day
    Going
    Concern
    Critical
    Accounting Policies
    Marketable Securities. held-for-sale
  Property and Equipment.
  units-of-production units-of-production
  Property Acquisition and Deferred Mineral Property
    Development Costs.
  Exploration Properties.
 25




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Stripping Costs. 04-06
  Closure, Reclamation and Remediation
    Costs.
  Accounting for Asset Retirement Obligations
  Property Evaluations and Impairment of Long-Lived
    Assets.
    Revenue Recognition.
  Income Taxes.
 26




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Stock-Based Compensation and Equity
    Transactions. Share-Based Payment Accounting for Stock Issued to
    Employees
  EITF 96-18,
  New
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for
    Income Taxes.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans.
  Fair
    Value Measurements.
 27




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Results
    Of Operations
  Results
    Of Operations For The Fiscal Year Ended December 31, 2006
    Compared To Fiscal Year Ended December 31,
    2005.
  Sales
    Operating
    Costs and Expenses
       28




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Other
    Income (Expense)
          Liquidity
    And Capital Resources
    Form 10-KSB
     29




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30




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31




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ITEM 7.
    FINANCIAL
    STATEMENTS    ITEM 8.
    CHANGES
    IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
    FINANCIAL DISCLOSURE    ITEM 8A.
    CONTROLS
    AND PROCEDURES  Disclosure
    Controls and Procedures
      Change in
    Internal Control Over Financial Reporting
    ITEM 8B.
    OTHER
    INFORMATION   PART III  ITEM 9.
    DIRECTORS,
    EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS; COMPLIANCE
    WITH SECTION 16(a) OF THE EXCHANGE ACT      ITEM 10.
    EXECUTIVE
    COMPENSATION   32




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ITEM 11.
    SECURITY
    OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
    MANAGEMENT    ITEM 12.
    CERTAIN
    RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
    INDEPENDENCE    ITEM 13.
    EXHIBITS      Exhibits:
  Exhibit No.

Description

Location3
.1

Articles of Incorporation of
    Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Registration Statement on
    Form 10SB12G as filed with the SEC on July 30, 19973
.2

Bylaws of Golden Phoenix Minerals,
    Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Registration Statement on
    Form 10SB12G as filed with the SEC on July 30, 199710
.1

Agreement, dated July 22,
    1997, by and between J.D. Welsh & Associates, Inc. and
    Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.2 to the Companys Registration Statement
    on Form 10SB12G/A as filed with the SEC on October 22, 199710
.2

Kennecott Agreement 
    Option to Purchase with Exploration Rights, dated
    September 19,1997, by and between Kennecott Exploration
    Company and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.3 to the Companys Registration Statement
    on Form 10SB12G/A as filed with the SEC on October 22, 199710
.3

Option Agreement, dated September
    1997, by and between S.F. Lewis Trust and Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 10.1 to the period ended September 30, 1997 as
    filed with the SEC on November 10, 199710
.4

Amended Supplemental Agreement,
    dated November 15, 1997, by and between J. D.
    Welsh & Associates, Inc. and Golden Phoenix Minerals,
    Inc.

Incorporated by reference to
    Exhibit 10.2A to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.5

Mineral Lease Agreement and Option
    to Purchase, by and between Erik Hansen and Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 10.4 to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.6

Mineral Lease Agreement and Option
    to Purchase, dated December 1, 1997, by and between Mack
    Rife and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.5 to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.7

Financial Consulting Agreement,
    dated March, 1998, by and between Market Surveys
    International, Inc. and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8,
    as filed with the SEC on April 27, 199810
.8

Financial Consulting Agreement, by
    and between Steven Heard and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8
    as filed with the SEC on September 1, 1998 33




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Exhibit No.

Description

Location10
.9

Financial Consulting Agreement, by
    and between Jason Bahnman and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-8
    as filed with the SEC on September 1, 199810
.10

Form of General Executive
    Compensation Contract

Incorporated by reference to
    Exhibit 14.1 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 1998, as filed with the SEC
    on October 27, 199910
.11

Mineral Ridge Mine Sale Agreement,
    dated October 9, 2000, by and between Thomas L. Minsic
    (Trustee for the Chapter 11 bankruptcy estate of Mineral
    Ridge Resources, Inc.) and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    for the period ended November 7, 2000, as filed with the
    SEC on November 22, 200010
.12

Common Stock Purchase Agreement,
    dated November 12, 2002, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, LLC

Incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the period ended September 30, 2002, as filed with the
    SEC on November 19, 200210
.13

Agreement, dated July 21,
    2003, by and between Golden Phoenix Minerals, Inc. and Borealis
    Mining Company

Incorporated by reference to the
    Companys Amendment No. 1 to
    Form SB-2
    Registration Statement filed with the SEC on July 11, 200310
.14

Common Stock Purchase Agreement,
    dated January 20, 2006, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, LLC

Incorporated by reference to
    Exhibit 10.4 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.15

Registration Rights Agreement,
    dated January 20, 2006, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, LLC

Incorporated by reference to
    Exhibit 10.5 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.16

Termination Agreement, dated
    January 19, 2006, by and between Golden Phoenix Minerals,
    Inc. and Fusion Capital Fund II, LLC

Incorporated by reference to
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.17

Long Term Agreement, dated
    August 18, 2004, by and between Golden Phoenix Minerals,
    Inc. and Derek Raphael & Company Limited

Incorporated by reference to
    Exhibit 10.17 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.18

Settlement Agreement, dated
    August 26, 2005 by and between Golden Phoenix Minerals,
    Inc., Earl Harrison, dba Western Mine Development,
    Retrievers LLC, John Tingue and Kris Tingue

Incorporated by reference to
    Exhibit 10.18 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.19

Payment Production Purchase
    Agreement, September 26, 2005, by and between Golden
    Phoenix Minerals, Inc. and Ashdown Milling Company, LLC

Incorporated by reference to
    Exhibit 10.19 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.20

Second Addendum to Long Term
    Agreement, October 25, 2005, by and between Golden Phoenix
    Minerals, Inc. and Derek Raphael & Company Limited

Incorporated by reference to
    Exhibit 10.20 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.21

Employment Agreement, dated
    February 22, 2006, by and between Golden Phoenix Minerals,
    Inc. and David A. Caldwell

Incorporated by reference to
    Exhibit 10.21 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 2006 34




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Exhibit No.

Description

Location10
.22

Employment Agreement, dated
    March 8, 2006, by and between Golden Phoenix Minerals, Inc.
    and Robert P. Martin

Incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.23

Employment Agreement, dated
    March 13, 2006, by and between Golden Phoenix Minerals,
    Inc. and Kenneth S. Ripley

Incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.24

Employment Agreement, dated
    March 22, 2006, by and between Golden Phoenix Minerals,
    Inc. and Larry A. Kitchen

Incorporated by reference to
    Exhibit 10.24 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.25

Golden Phoenix/Schnack Agreement,
    dated May 10, 2005, by and between the Company and William
    D. and Candida Schnack

Incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    for May 10, 2005, as filed with the SEC on May 18, 200510
.26

Letter of Extension, dated
    November 4, 2005, by and between the Company and William D.
    and Candida Schnack

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for November 4, 2005, as filed with the SEC on
    November 15, 200510
.27

Purchase Agreement, dated
    April 18, 2006, by and between the Company, Robert R.
    Robitaille, Douglas Lalonde, Sheldon Davis and Ronald E.
    Dockweiler

Incorporated by reference to
    Exhibit 10.27 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended March 31, 2006, as filed with the SEC
    on May 19, 200610
.28

Termination Agreement, dated
    June 27, 2006, by and between the Company and International
    Enexco Ltd.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for June 27, 2006, as filed with the SEC on July 7,
    200610
.29

Quitclaim Deed, dated
    June 27, 2006, granted by the Company in favor of
    International Enexco Ltd.

Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    for June 27, 2006, as filed with the SEC on July 7,
    200610
.30

Employment Agreement, dated
    August 14, 2006, by and between the Company and Donald R.
    Prahl

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for August 14, 2006, as filed with the SEC on
    August 17, 200610
.31

Letter Agreement, dated
    September 29, 2006, by and between the Company and
    Win-Eldrich Gold, Inc.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for August 29, 2006, as filed with the SEC on
    August 30, 200610
.32

Ashdown Project LLC Operating
    Agreement, dated September 28, 2006, by and between the
    Company and Win-Eldrich Gold, Inc.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for September 28, 2006, as filed with the SEC on
    October 3, 200610
.33

Second Amendment to Golden
    Phoenix/Schnack Agreement

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K/A
    for November 2, 2006, as filed with the SEC on
    November 8, 200610
.34

Independent Contractor Agreement,
    dated December 18, 2006, by and between the Company and
    Dennis P. Gauger

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for December 18, 2006, as filed with the SEC on
    December 21, 2006 35




---



##### Table of Contents



Exhibit No.

Description

Location21


Subsidiaries of Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 21 to the Companys Annual Report on Form 10-KSB
    for the year ended December 31, 1998, as filed with the SEC on
    October 27, 199931
.1

Certification Pursuant to
    Section 302

Provided herewith31
.2

Certification Pursuant to
    Section 302

Provided herewith32
.1

Certification Pursuant to 18
    U.S.C. Section 1350

Provided herewith32
.2

Certification Pursuant to 18
    U.S.C. Section 1350

Provided herewith   Form 8-K
  Form 8-K
  Form 8-K 8-K
  Form 8-K
  ITEM 14.
    PRINCIPAL
    ACCOUNTANT FEES AND SERVICES    Audit Fees. Form 10-QSB
  Audit-Related Fees.
  Tax Fees.
  Other Fees.
 36




---



##### Table of Contents



SIGNATURES  Form 10-KSB
    By:
    /s/  David
    A. Caldwell  Name:
    David A. CaldwellTitle:
    Chief Executive Officer     By:
    /s/  Dennis
    P. Gauger  Name:
    Dennis P. GaugerTitle:
    Chief Financial Officer       Signature

Title

Date/s/  David
    A.
    CaldwellDavid
    A. Caldwell

Chief Executive Officer and
    Director

April 13, 2007/s/  Ronald
    L.
    ParrattRonald
    L. Parratt

Director

April 13, 2007/s/  Jeffrey
    P.
    TissierJeffrey
    P. Tissier

Director

April 13, 2007/s/  Corby
    G.
    AndersonCorby
    G. Anderson

Director

April 13, 2007/s/  Kent
    D.
    AvesonKent
    D. Aveson

Director

April 13, 2007  37




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Index to
    Consolidated Financial Statements
  Report of
    Independent Registered Public Accounting Firm


39Consolidated
    Balance Sheet


40Consolidated
    Statements of Operations


41Consolidated
    Statements of Stockholders Deficit


42Consolidated
    Statements of Cash Flows


43Notes to
    Consolidated Financial Statements


44  38




---



##### Table of Contents



REPORT OF
    INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM  
          
     39




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.



Consolidated
    Balance Sheet

December 31,
    2006  ASSETSCurrent assets:Cash

$
479,032Receivables


135,584Prepaid expenses and other current
    assets


311,625Materials and supplies inventory


47,256Marketable securities


205,943Total current assets


1,179,440Property and equipment, net


1,295,136Other assets:Restricted funds 
    reclamation obligations


2,177,495Prepaid bond insurance premiums


320,488Deposits


60,761Total other assets


2,558,744$
5,033,320LIABILITIES AND
    STOCKHOLDERS DEFICITCurrent liabilities:Accounts payable

$
1,096,308Accrued liabilities


542,438Current portion of severance
    obligations


324,927Current portion of long-term debt


11,917Notes payable and related accrued
    interest


3,048,649Deferred revenue 
    related party


904,567Amounts due to related parties


689,536Total current liabilities


6,618,342Long-term liabilities:Reclamation obligations


2,997,125Severance obligations


295,689Long-term debt


9,138Amounts due to related parties


125,933Total long-term liabilities


3,427,885Total liabilities


10,046,227Commitments and contingenciesMinority Interest


(42,067
)Stockholders deficit:Common stock; no par value,
    200,000,000 shares authorized, 154,064,010 shares
    issued and outstanding


30,260,543Common stock subscribed


(60,000
)Other comprehensive income


43,902Accumulated deficit


(35,215,285
)Total stockholders deficit


(4,970,840
)$
5,033,320    40




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.



Consolidated
    Statements of Operations  Years Ended December 31,2006


2005Sales

$
176,777


$
746,040Operating costs and expenses:Costs of mining operations


1,593,607



1,207,754Exploration, development and
    mineral property lease expenses


2,909,404



3,271,550Accretion expense


169,584



144,858General and administrative expenses


2,431,518



1,496,124Depreciation and amortization
    expense


104,616



151,337Write off of reclamation asset


1,826,140



Total operating costs and expenses


9,034,869



6,271,623Loss from operations


(8,858,092
)


(5,525,583
)Other income (expense):Interest income


6,463



3,005Interest expense


(1,152,607
)


(1,743,884
)Gain (loss) on extinguishment of
    debt


5,312,853



(56,234
)Gain on sale of mineral properties


162,041



1,400,000Loss on disposal of property and
    equipment


(53,018
)


(3,702
)Other income (expense)


19,739



(16,065
)Total other income (expense)


4,295,471



(416,880
)Loss before minority interest and
    income taxes


(4,562,621
)


(5,942,463
)Minority interest in net loss of
    consolidated joint venture


482,067



Loss before income taxes


(4,080,554
)


(5,942,463
)Provision for income taxes






Net loss

$
(4,080,554
)

$
(5,942,463
)Loss per commons share, basic and
    diluted

$
(0.03
)

$
(0.04
)Weighted average number of shares
    outstanding


144,698,413



133,960,174    41




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.



Consolidated
    Statements of Stockholders Deficit

Years
    Ended December 31, 2006 and 2005  Common


OtherCommon Stock


Stock


Comprehensive


AccumulatedShares


Amount


Subscribed


Income


Deficit


TotalBalance, January 1, 2005


119,721,984


$
20,684,330


$



$



$
(25,192,268
)

$
(4,507,938
)Issuance of common stock for cash


9,354,860



895,945



7,900











903,845Issuance of common stock for
    directors fees


113,828



19,000















19,000Issuance of common stock for
    services


2,956,658



500,683















500,683Issuance of common stock for
    production payment purchase agreement


800,000



143,000















143,000Warrants issued as inducements to
    enter into agreements






127,896



20,786











148,682Issuance of common stock in
    payment of debt


3,432,757



683,038















683,038Issuance of options for services






8,715















8,715Net loss


















(5,942,463
)


(5,942,463
)Balance, December 31, 2005


136,380,087



23,062,607



28,686







(31,134,731
)


(8,043,438
)Issuance of common stock for cash


11,901,992



4,237,504



(60,000
)










4,177,504Issuance of common stock for
    directors fees


20,589



9,038















9,038Issuance of common stock for
    services


266,427



123,074















123,074Issuance of common stock for
    production payment purchase agreement


700,000



227,100



(7,900
)










219,200Issuance of common stock for
    exploration and development expenses


735,000



373,380















373,380Issuance of common stock upon
    exercise of options and warrants


741,400



139,610















139,610Issuance of common stock for
    payment of debt


3,318,515



1,408,995















1,408,995Warrants issued as inducements to
    enter into agreements






196,075



(20,786
)










175,289Stock-based compensation






483,160















483,160(934,188
)Comprehensive net income
    calculation:Net loss


















(4,080,554
)


(4,080,554
)Net unrealized gain on marketable
    securities














43,902







43,902Net comprehensive income






















(4,036,652
)Balance, December 31, 2006


154,064,010


$
30,260,543


$
(60,000
)

$
43,902


$
(35,215,285
)

$
(4,970,840
)    42




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.



Consolidated
    Statements of Cash Flows  Years Ended December 31,2006


2005Cash flows from operating
    activities:Net loss

$
(4,080,554
)

$
(5,942,463
)Adjustments to reconcile net loss
    to net cash used in operating activities:Depreciation and amortization


104,616



151,338Accretion expense


169,584



144,858Stock-based compensation


483,160



Loss on disposal of property and
    equipment


53,018



3,702Property and equipment expensed to
    supplies


1,572



Write off of reclamation asset


1,826,140



Issuance of common stock for
    services


126,826



530,111Issuance of common stock for
    exploration and development expenses


373,380



Issuance of warrants for interest
    expense


31,993



Minority interest in net loss of
    joint venture


(482,067
)


(Gain) loss on extinguishment of
    debt


(5,312,853
)


56,509Gain on sale of mineral properties


(162,041
)


Changes in operating assets and
    liabilities:Decrease (Increase) in receivables


124,416



(250,000
)Decrease (Increase) in prepaid
    expenses and other current assets


264,747



(307,971
)(Increase) decrease in materials
    and supplies inventory


(24,957
)


108,933Increase in restricted
    funds  reclamation obligations


(180,638
)


(148,034
)Decrease in reclamation asset






17,558Increase in deposits


(12,381
)


(15,996
)Increase (Decrease) in accounts
    payable


378,131



(478,960
)Increase in accrued and other
    liabilities


1,067,718



3,556,980Increase in reclamation obligations


330,448



Net cash used in operating
    activities


(4,919,742
)


(2,573,435
)Cash flows from investing
    activities:Purchase of property and equipment


(193,602
)


(157,568
)Proceeds from the sale of property
    and equipment


86,075



52,800Minority interest capital
    contributions to joint venture


440,000



Net cash provided by (used in)
    investing activities


332,473



(104,768
)Cash flows from financing
    activities:Bank overdraft






(41,601
)Proceeds from notes payable


265,000



735,000Proceeds from amounts due to
    related parties


145,000



417,971Proceeds from production payment
    purchase agreement


650,000



850,000Proceeds from the sale of common
    stock


4,177,504



895,945Proceeds from the exercise of
    options and warrants


139,610



Payments of notes payable,
    long-term debt and capital leases


(47,940
)


Payments of amounts due to related
    parties


(273,048
)


(168,937
)Net cash provided by financing
    activities


5,056,126



2,688,378Net increase in cash


468,857



10,175Cash, beginning of year


10,175



Cash, end of year

$
479,032


$
10,175    43




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.



Notes to
    Consolidated Financial Statements

Years
    Ended December 31, 2006 and 2005 Note 1:
    Description
    of Business and Summary of Significant Accounting
    Policies  Organization
    and Description of Business
          Accounting
    Method
    Principles
    of Consolidation
    Minority
    Interest
    Reclassifications
   44




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Concentrations
        Use of
    Estimates
    Cash
    and Cash Equivalents
    Materials
    and Supplies Inventory
  first-in,
  Marketable
    Securities
  held-for-sale Accounting for Certain Investments in
    Debt and Equity Securities.
 45




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Property
    and Equipment
    Buildings

6-40 yearsMining and milling equipment

5-7 yearsVehicles

5 yearsComputer equipment

3-5 yearsFurniture and equipment

5-7 years   units-of-production units-of-production
    Property
    Acquisition and Deferred Mineral Property Development
    Costs
    Exploration
    Properties
    Stripping
    Costs
  04-06
  Proven
    and Probable Ore Reserves
    and/or
 46




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Closure,
    Reclamation and Remediation Costs
    Accounting for Asset Retirement Obligations
  Property
    Evaluations and Impairment of Long-Lived Assets
      Revenue
    Recognition
    Income
    Taxes
   47




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Stock-Based
    Compensation and Equity Transactions
  Share-Based
    Payment Accounting for Stock
    Issued to Employees
  EITF 96-18,
  Earnings
    Per Common Share
      Preferred
    Stock/Common Stock
    Advertising
    Expense
  SOP 93-7.
 48




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Recent
    Accounting Pronouncements
  Accounting for Uncertainty in Income Taxes Accounting for
    Income Taxes.
  Employers Accounting for Defined Benefit Pension and
    Other Postretirement Plans.
  Fair
    Value Measurements.
    Note 2:
    Going
    Concern   49




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Note 3:
    Ashdown
    Project LLC    day-to-day
 50




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  agreed-upon
  agreed-upon
      30-day Win-Eldrich
 51




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 4:
    Mineral
    Properties    Mineral
    Ridge Property
       52




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Northern
    Champion Property
  NI43-101
        Gain
    on Sale of Mineral Properties
     53




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 5:
    Property
    and Equipment    Land

$
57,599Buildings


160,592Mining and milling equipment


1,501,610Vehicles


79,930Computer equipment


79,509Office furniture and equipment


18,2211,897,461Less accumulated depreciation and
    amortization


(602,325
)$
1,295,136       Note 6:
    Restricted
    Funds  Reclamation Obligations          Note 7:
    Reclamation
    Asset and Obligation  Accounting for Asset
    Retirement Obligations
 54




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    units-of-production
          Balance, January 1, 2005

$
2,352,235Accretion expense


144,858Balance, December 31, 2005


2,497,093Ashdown reclamation obligations


330,448Accretion expense


169,584Balance, December 31, 2006

$
2,997,125   Note 8:
    Gain on
    Extinguishment of Debt    Contact
    Property Obligations
   55




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
          Other
    Debt Extinguished
  agreed-upon
   56




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Note 9:
    Accrued
    Liabilities    Officers deferred compensation

$
319,343Accrued payroll and related


110,639Accrued royalties


67,092Accrued interest


3,660Other


41,704$
542,438     Steven Craig (former officer)

$
171,125David Caldwell


84,168Robert Martin


64,050$
319,343     Note 10:
    Severance
    Obligations       57




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 11:
    Notes Payable
    and Related Accrued Interest    Principal


Interest


TotalNote payable to an individual,
    interest payable at 15% per annum, currently past due

$
37,541


$
16,108


$
53,649Financing agreement with unrelated
    parties, secured by production proceeds of molybdenite
    concentrates from the Ashdown property, interest premium of
    $2,000,000, final payment of principal and interest premium due
    June 1, 2007


995,000



2,000,000



2,995,000Totals

$
1,032,541


$
2,016,108


$
3,048,649          58




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
       Note 12:
    Production
    Payment Purchase Agreement      Common stock

$
370,100Warrants


225,333Deferred revenue


904,567$
1,500,000    59




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 13:
    Amounts
    Due to Related Parties    Principal


Interest


TotalNote payable to Kenneth Ripley, a
    former Chief Executive Officer of the Company, with interest at
    an annual rate of 18%, plus a 5% origination fee

$
250,125


$
65,703


$
315,828Note payable to Michael
    Fitzsimonds, a former Chief Executive Officer of the Company,
    with interest payments of $1,350 per month, due on or
    before February 18, 2008 (see Note 10)


100,000







100,000Note payable to an employee and
    the manager of the Ashdown mine for the purchase of a mill,
    equipment rental and other, with interest at 12%


387,908



11,733



399,641$
738,033


$
77,436



815,469Current portion










689,536Long-term portion









$
125,933       Note 14:
    Long-Term
    Debt  As of December 31, 2006,
    long-term debt consisted of the following:Note payable to GMAC, payable at
    $538 per month with no interest through May 2009, secured by
    vehicle

$
15,588Note payable to CitiFinancial,
    payable at $468 per month with interest at 15.7% through August
    2007, secured by vehicle


5,467Total


21,055Less current portion


11,917Long-term portion

$
9,138     Years Ending December 31:2007

$
11,9172008


6,4502009


2,688Total

$
21,055   Note 15:
    Stock
    Options and Stock-Based Compensation   60




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Accounting for Stock Issued to
    Employees
  Share Based Payments
          Expected dividend yield


0.00
%Expected stock price volatility


33.46
%Risk-free interest rate


4.75
%Expected life of options


5 years  61




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    WeightedAverageWeighted


RemainingAverage


Contract


AggregateOptions


Exercise Price


Term


Intrinsic ValueOutstanding at December 31,
    2005


4,735,621


$
0.19Granted


3,200,000



0.27Exercised


(327,400
)


0.16Expired or Cancelled


(692,506
)


0.27Outstanding at December 31,
    2006


6,915,715



0.22



3.09


$
1,197,364Options vested and exercisable atDecember 31, 2006


6,402,742



0.21



2.93


$
1,112,383   in-the-money
      Net loss as reported

$
(5,942,463
)Deduct:Total stock-based employee
    compensation expense determined under fair value based method
    for all awards


(108,315
)Pro forma net loss

$
(6,050,778
)Basic and diluted loss per share:As reported

$
(0.04
)Pro forma

$
(0.05
)  62




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 16:
    Stock
    Warrants    WeightedAverageShares


Exercise PriceOutstanding, December 31, 2005


2,892,782


$
0.19Granted


1,039,172



0.19Canceled/Expired


(861,352
)


0.25Exercised


(414,000
)


0.21Outstanding, December 31, 2006


2,656,602


$
0.17     Expiration Date

Price


Number2007

$
0.14



1,156,6022008

$
0.20



800,0002009

$
0.20



700,0002,656,602   Note 17:
    Stockholders
    Deficit       63




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
      Note 18:
    Income
    Taxes    Years Ended December 31,2006


2005Income tax benefit at statutory
    rate

$
1,591,416


$
2,317,600Accrued compensation






198,170Depreciation and amortization


(66,137
)


19,365Other


(5,134
)


(13,868
)Write off of reclamation asset


(712,195
)Stock for services/options expense


(606,626
)


206,743Reduction in net operating loss
    carryforwards


(675,871
)Change in valuation allowance


474,547



1,907,190$



$
     2006


2005Deferred tax assets:Net operating loss carryforwards

$
8,975,209


$
9,551,800Mineral properties


145,618



Accrued expenses


408,095



431,8009,528,922



9,983,600Less valuation allowance


(9,486,785
)


(9,961,400
)Net deferred tax assets


42,137



22,200Deferred tax
    liabilities:Depreciation


(42,137
)


(22,200
)Net deferred taxes

$



$
  64




---



##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Note 19:
    Commitments
    and Contingencies  Operating
    Leases
    2007

$
84,2102008


86,7302009


89,2502010


91,7702011


54,390Total

$
406,350   month-to-month
      Employment
    Agreements
  David A.
    Caldwell
       65




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
        Robert P.
    Martin
         66




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
   Donald R.
    Prahl
      Form S-8
    Dennis P.
    Gauger
        Kenneth
    S. Ripley
   67




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GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    Environmental
    Obligations
        Litigation
         68




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
       Royalties
    Consulting
    Agreement
    
    $3,500 per month payable the 15th of the following
    month.
    A bonus paid on the percentage of the quarterly production in
    any one calendar year and payable within 30 days of the
    close of that quarter in the amount of one tenth of one percent
    (0.1%) of the net invoice value received from the buyer.   69




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##### Table of Contents



GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
  Note 20:
    Related
    Party Transactions        Note 22:
    Supplemental
    Statement of Cash Flows Information        
    Increased marketable securities and other comprehensive income
    for unrealized gain on marketable securities of $43,902.
    Common stock was issued to retire debt of $583,441.
    Accounts payable of $387,908 was converted into a note payable
    to a related party.
    A note payable of $100,000 was reclassified to amounts due
    related parties.    
    Common stock was issued to retire debt of $626,529.  Note 23:
    Subsequent
    Events       70




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GOLDEN
    PHOENIX MINERALS, INC.
  Notes to
    Consolidated Financial
    Statements  (Continued)
    agreed-upon
   71




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##### Table of Contents



Exhibit Index
  Exhibit No.

Description

Location3
.1

Articles of Incorporation of
    Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Registration Statement on
    Form 10SB12G as filed with the SEC on July 30, 19973
.2

Bylaws of Golden Phoenix Minerals,
    Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Registration Statement on
    Form 10SB12G as filed with the SEC on July 30, 199710
.1

Agreement, dated July 22,
    1997, by and between J.D. Welsh & Associates, Inc. and
    Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.2 to the Companys Registration Statement
    on Form 10SB12G/A as filed with the SEC on October 22, 199710
.2

Kennecott Agreement 
    Option to Purchase with Exploration Rights, dated
    September 19,1997, by and between Kennecott Exploration
    Company and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.3 to the Companys Registration Statement
    on Form 10SB12G/A as filed with the SEC on October 22, 199710
.3

Option Agreement, dated September
    1997, by and between S.F. Lewis Trust and Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 10.1 to the period ended September 30, 1997 as
    filed with the SEC on November 10, 199710
.4

Amended Supplemental Agreement,
    dated November 15, 1997, by and between J. D.
    Welsh & Associates, Inc. and Golden Phoenix Minerals,
    Inc.

Incorporated by reference to
    Exhibit 10.2A to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.5

Mineral Lease Agreement and Option
    to Purchase, by and between Erik Hansen and Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 10.4 to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.6

Mineral Lease Agreement and Option
    to Purchase, dated December 1, 1997, by and between Mack
    Rife and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 10.5 to the Companys Registration Statement
    on Form 10SB12G/A, as filed with the SEC on December 29,
    199710
.7

Financial Consulting Agreement,
    dated March, 1998, by and between Market Surveys
    International, Inc. and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8,
    as filed with the SEC on April 27, 199810
.8

Financial Consulting Agreement, by
    and between Steven Heard and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.1 to the Companys Registration Statement on
    Form S-8
    as filed with the SEC on September 1, 199810
.9

Financial Consulting Agreement, by
    and between Jason Bahnman and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 4.2 to the Companys Registration Statement on
    Form S-8
    as filed with the SEC on September 1, 199810
.10

Form of General Executive
    Compensation Contract

Incorporated by reference to
    Exhibit 14.1 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 1998, as filed with the SEC
    on October 27, 199910
.11

Mineral Ridge Mine Sale Agreement,
    dated October 9, 2000, by and between Thomas L. Minsic
    (Trustee for the Chapter 11 bankruptcy estate of Mineral
    Ridge Resources, Inc.) and Golden Phoenix Minerals, Inc.

Incorporated by reference to
    Exhibit 2.1 to the Companys Current Report on
    Form 8-K
    for the period ended November 7, 2000, as filed with the
    SEC on November 22, 2000 72




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Exhibit No.

Description

Location10
.12

Common Stock Purchase Agreement,
    dated November 12, 2002, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, Inc.

Incorporated by reference to
    Exhibit 10.1 to the Companys Quarterly Report on
    Form 10-QSB
    for the period ended September 30, 2002, as filed with the
    SEC on November 19, 200210
.13

Agreement, dated July 21,
    2003, by and between Golden Phoenix Minerals, Inc. and Borealis
    Mining Company

Incorporated by reference to the
    Companys Amendment No. 1 to
    Form SB-2
    Registration Statement filed with the SEC on July 11, 200310
.14

Common Stock Purchase Agreement,
    dated January 20, 2006, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, Inc.

Incorporated by reference to
    Exhibit 10.4 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.15

Registration Rights Agreement,
    dated January 20, 2006, by and between Golden Phoenix
    Minerals, Inc. and Fusion Capital Fund II, Inc.

Incorporated by reference to
    Exhibit 10.5 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.16

Termination Agreement, dated
    January 19, 2006, by and between Golden Phoenix Minerals,
    Inc. and Fusion Capital Fund II, Inc.

Incorporated by reference to
    Exhibit 10.6 to the Companys Registration Statement
    on
    Form SB-2,
    as filed with the SEC on January 23, 200610
.17

Long Term Agreement, dated
    August 18, 2004, by and between Golden Phoenix Minerals,
    Inc.

Incorporated by reference to
    Exhibit 10.17 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.18

Settlement Agreement, dated
    August 26, 2005 by and between Golden Phoenix Minerals,
    Inc., Earl Harrison, dba Western Mine Development,
    Retrievers LLC, John Tingue and Kris Tingue

Incorporated by reference to
    Exhibit 10.18 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.19

Payment Production Purchase
    Agreement, September 26, 2005, by and between Golden
    Phoenix Minerals, Inc. and Ashdown Milling Company, LLC

Incorporated by reference to
    Exhibit 10.19 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.20

Second Addendum to Long Term
    Agreement, October 25, 2005, by and between Golden Phoenix
    Minerals, Inc. and Derek Raphael & Company Limited

Incorporated by reference to
    Exhibit 10.20 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.21

Employment Agreement, dated
    February 22, 2006, by and between Golden Phoenix Minerals,
    Inc. and David A. Caldwell

Incorporated by reference to
    Exhibit 10.21 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.22

Employment Agreement, dated
    March 8, 2006, by and between Golden Phoenix Minerals, Inc.
    and Robert P. Martin

Incorporated by reference to
    Exhibit 10.22 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.23

Employment Agreement, dated
    March 13, 2006, by and between Golden Phoenix Minerals,
    Inc. and Kenneth S. Ripley

Incorporated by reference to
    Exhibit 10.23 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 200610
.24

Employment Agreement, dated
    March 22, 2006, by and between Golden Phoenix Minerals,
    Inc. and Larry A. Kitchen

Incorporated by reference to
    Exhibit 10.24 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 2005, as filed with the SEC
    on April 17, 2006 73




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Exhibit No.

Description

Location10
.25

Golden Phoenix/Schnack Agreement,
    dated May 10, 2005, by and between the Company and William
    D. and Candida Schnack

Incorporated by reference to
    Exhibit 99.1 to the Companys Current Report on
    Form 8-K
    for May 10, 2005, as filed with the SEC on May 18, 200510
.26

Letter of Extension, dated
    November 4, 2005, by and between the Company and William D.
    and Candida Schnack

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for November 4, 2005, as filed with the SEC on
    November 15, 200510
.27

Purchase Agreement, dated
    April 18, 2006, by and between the Company, Robert R.
    Robitaille, Douglas Lalonde, Sheldon Davis and Ronald E.
    Dockweiler

Incorporated by reference to
    Exhibit 10.27 to the Companys Quarterly Report on
    Form 10-QSB
    for the quarter ended March 31, 2006, as filed with the SEC
    on May 19, 200610
.28

Termination Agreement, dated
    June 27, 2006, by and between the Company and International
    Enexco Ltd.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for June 27, 2006, as filed with the SEC on July 7,
    200610
.29

Quitclaim Deed, dated
    June 27, 2006, granted by the Company in favor of
    International Enexco Ltd.

Incorporated by reference to
    Exhibit 10.2 to the Companys Current Report on
    Form 8-K
    for June 27, 2006, as filed with the SEC on July 7,
    200610
.30

Employment Agreement, dated
    August 14, 2006, by and between the Company and Donald R.
    Prahl

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for August 14, 2006, as filed with the SEC on
    August 17, 200610
.31

Letter Agreement, dated
    September 29, 2006, by and between the Company and
    Win-Eldrich Gold, Inc.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for August 29, 2006, as filed with the SEC on
    August 30, 200610
.32

Ashdown Project LLC Operating
    Agreement, dated September 28, 2006, by and between the
    Company and Win-Eldrich Gold, Inc.

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for September 28, 2006, as filed with the SEC on
    October 3, 200610
.33

Second Amendment to Golden
    Phoenix/Schnack Agreement

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K/A
    for November 2, 2006, as filed with the SEC on
    November 8, 200610
.34

Independent Contractor Agreement,
    dated December 18, 2006, by and between the Company and
    Dennis P. Gauger

Incorporated by reference to
    Exhibit 10.1 to the Companys Current Report on
    Form 8-K
    for December 18, 2006, as filed with the SEC on
    December 21, 200621


Subsidiaries of Golden Phoenix
    Minerals, Inc.

Incorporated by reference to
    Exhibit 21 to the Companys Annual Report on
    Form 10-KSB
    for the year ended December 31, 1998, as filed with the SEC
    on October 27, 199931
.1

Certification Pursuant to
    Section 302

Provided herewith31
.2

Certification Pursuant to
    Section 302

Provided herewith32
.1

Certification Pursuant to
    18 U.S.C. Section 1350

Provided herewith32
.2

Certification Pursuant to 18
    U.S.C. Section 1350

Provided herewith  74