UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-QSB

(Mark One)

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended March 31, 1999

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

For the transition period from ----- to -----.

Commission File Number 0-22905

(Exact Name of Registrant as specified in its charter)

3595 Airway Dr. Suite 405 Reno, Nevada 89511

(Address of Principal Executive Offices) (Zip Code)

(775) 853-4919

Registrant's telephone number, including area code:

Indicate by check mark whether the Registrant

The number of shares outstanding of the Registrant's Common Stock as of October 31, 1999 was 21,715,446.

Transitional Small Business Disclosure Format (check one): Yes  No (X)

GOLDEN PHOENIX MINERALS, INC.INDEX

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The Accompanying Notes to Condensed Financial Statements are an integral part of these statements

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The Accompanying Notes to Condensed Financial Statements are an integral part of these statements

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The Accompanying Notes to Condensed Financial Statements are an integral part of these statements

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GOLDEN PHOENIX MINERALS, INC.

NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

MARCH 31, 1999(Unaudited)

Note 1. Interim Financial Statement Policies and Disclosures

The interim, unaudited, condensed financial statements of GOLDEN PHOENIX MINERALS, INC. (the "Company") included herein have been prepared pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally required in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation have been included. Operating results for the three months ending March 31, 1999 are not necessarily indicative of the results that may be expected for the year ending December 31, 1999. These financial statements should be read in conjunction with the financial statements and notes thereto for the period ended December 31, 1998. The accounting policies set forth in the audited financial statements are the same as the accounting policies utilized in the preparation of these financial statements except as modified for appropriate interim presentation.

Note 2 - Supplemental Cash Flows Information

Certain non-cash investing and financing transactions are not included in the Statements of Condensed Consolidated Cash Flows. These include, for the first quarter of 1999, the issuance of 1,784,615 restricted common shares, valued at $224,000, in payment of property obligations on the Contact and Borealis properties, and 656,468 restricted common shares, valued at $63,149, in settlement of debt.

Item 2: MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

Section 21E of the Securities Exchange Act of 1934 provides a "safe harbor" for forward-looking statements. Certain information included herein contains statements that are forward-looking, such as statements regarding management's expectations about future production and development activities as well as other capital spending, financing sources and the effects of regulation. Such forward-looking information involves important risks and uncertainties that could significantly affect anticipated results in the future and, accordingly, such results may differ from those expressed in any forward-looking statements made herein. These risks and uncertainties include, but are not limited to, those relating to the market price of metals, production rates, production costs, the availability of financing, the ability to obtain and maintain all of the permits necessary to put and keep properties in production, development and construction activities and dependence on existing management. The Company cautions readers not to place undue reliance on any such forward-looking statements, and such statements speak only as of the date made.

No operational revenue has been generated through March 31, 1999. All Company activities have been directed toward exploration activities on our two key properties in Nevada. The Company has exploration properties in Nevada and Alaska.

As part of the reorganization of the Company, we have assigned all of our interest in the Alaskan properties to a subsidiary named Golden Phoenix Alaska which was incorporated in late 1998. The subsidiary consists of one employee, Mr. Donald J. McDowell, who has been made president. Mr. McDowell, formally Executive Vice President of Golden Phoenix Minerals, resigned his position effective December 31, 1998 to assume management of Golden Phoenix Alaska. The subsidiary allows Golden Phoenix Minerals to focus on its two primary assets at Contact and Borealis. Subsequent to March 31, 1999 the Company sold its interests in the Alaskan company to Great American Minerals and Exploration (formerly Golden Phoenix Alaska, Inc.) in order to complete its restructuring and to better focus on its Nevada properties. As part of the sale, the Company retained the Cirque joint venture with Camnor Resources, and it also retained the important royalties in the Uncle Sam joint venture with Kennecott Exploration, the Glory Creek joint venture with Camnor Resources, and any other property retained in Alaska by Great American Minerals. The Company is carried on any financial obligations in Alaska and no work is required on the part of Golden Phoenix Minerals in the coming year.

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The Company entered into an agreement with Whitney & Whitney Inc., a mineral industry consulting firm. This agreement will provide services in a number of areas that will play a key roll in the reorganization effort. Services provided will include mineral economic and technology studies, management consulting, project management, and advanced computer-drafting support.

The Company entered into an exploration permit with the right to joint venture with Kennecott Exploration Company for certain mineral properties in the Richardson mining district located in Alaska. This agreement was with Golden Phoenix Minerals subsidiary Golden Phoenix Alaska. The exploration permit gives Kennecott the right to conduct mapping and sampling until July 15, 1999. If Kennecott then exercises its option to enter a joint venture, they will have certain obligations requiring US$2 million in work commitments and US$400,000 in payments. The industry standard joint venture agreement allows Kennecott to earn a 51% interest in the property followed by an option to earn an additional 19% for further work obligations and payments.

The Company has taken control of the evaluation and exploration of the Borealis property ("Borealis Property") situated in Mineral County, Nevada. This was after Cambior USA terminated its joint venture of the property with Golden Phoenix Minerals and J. D. Welsh & Associates. The Company will reevaluate the mineral potential of the property to determine where to do additional drilling to develop an economic mineral deposit. The Company is responsible for 65% of the payments to the underlying owners as of December 1998. We are actively seeking a new joint venture partner for this property.

The Company continues its evaluation of the Contact Copper property, which is a consolidation of two parcels of private ground and a significant block of unpatented mining claims staked by Golden Phoenix Minerals. An economic evaluation of the Banner area was completed in late 1998, which showed the potential of an economic open pit in the Banner area. During the first quarter of 1999, the Company has reevaluated the Banner area for its high-grade underground potential. The results are vary encouraging with 1.2 million tons of 5.72% silver-copper equivalent grade at a 3% copper cut off. The underground high grade identified would produce 111 million pounds of copper and 2.15 million ounces of silver.

Exploration costs have been incurred in connection with the properties in Nevada and Alaska. These costs have been incurred for the location of prospect sites, mining claims, and field examinations to determine the potential occurrence of economic mineralization on the different properties. Other exploration costs include the compilation of historic data on the properties to assist in the evaluation of the properties and the planning of further exploration.

As of March 31, 1999, the company had $11,526 in cash. A significant portion of the cash is allocated to the Contact copper and Borealis Property. The Borealis Property lease payments are $3,250 per month. Payments to the end of March 31, 1999 total $9,750. The total Contact payments are $6,500 per month, which are divided as $2,500 for F. W. Lewis Inc. lease and $4,000 for the International Enexco joint venture. The total payments for the first quarter of 1999 are $29,250. The payments are payable in cash or stock of the Company or a combination of cash and stock, with the stock being valued at its current closing market price on the day before payment.

The ability of the Company to satisfy the cash requirements of its exploration, development and operations will be dependent upon future financing. The Company anticipates that additional financing will be obtained, although no assurance can be made that funds will be available on terms acceptable to the Company. See "OUTLOOK" below.

The Company is investigating potential financing sources and is conducting discussions with potential joint venture partners for its properties in Nevada, but the Company has not yet finalized commitments for such financing or joint ventures.

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In March, the Company received a financial commitment from a private investor for $500,000. This commitment is for an option on restricted stock and warrants to be delivered over a period of time. The option will be exercised on a basis of $20,000 per month at a strike price of $0.10 per share.

The Company will issue a significant number of common shares of Golden Phoenix Minerals, Inc. to cover the option agreement as well as meet its contractual property payments for the Contact property. The Company will also need to raise additional financing to fund its exploration, development and operations.

The Company is substantially complete with its Year 2000 assessment. All computer systems were acquired in 1997 or thereafter. Therefore, management anticipates only minor Year 2000 compliance problems with its computer systems. As a development stage enterprise, the Company is not materially reliant on any specific customers or vendors for its continued operations. Based on its assessment, management does not anticipate the Year 2000 issue will have a material impact on the Company's operations.

PART II OTHER INFORMATION

Item 2. Changes in Securities and use of Proceeds

Following is a summary of sales of unregistered securities for the first quarter of 1999. All securities were issued as restricted common shares, which are subject to Rule 144 of the Securities and Exchange Commission. Generally, Rule 144 requires shareholders to hold the shares for a minimum of one year before sale. In addition, officers, directors and more than 10% shareholders are further restricted in their ability to sell such shares. There have been no underwriters of these securities and no commissions or underwriting discounts have been paid.

The above transactions qualified for exemption from registration under Sections 3(b) or 4(2) of the Securities Act of 1933. Private placements for cash were non-public transactions. The Company believes that all such investors are either accredited or, either alone or with their purchaser representative, have such knowledge and experience in financial and business matters that they are capable of evaluating the merits and risks of the prospective investment.

Item 6. EXHIBITS AND REPORTS ON FORM 8-K

(b) No reports were filed on Form 8-K during the three-month period ended March 31, 1999

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Pursuant to the requirements of Section 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, thereunto duly authorized.

                                                                                                                                   GOLDEN PHOENIX MINERALS, INC.

Date: November 3,1999                                                                                            By: /s/ Michael R. Fitzsimonds

                                                                                                                                             Michael R. Fitzsimonds                                                                                                                                                President and Director                                                                                                                                                (Principal Executive 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 Company and in the capacities and on the dates indicated.

Date: November 3, 1999                                                                                            By: /s/ Michael R. Fitzsimonds

                                                                                                                                         Michael R. Fitzsimonds                                                                                                                                            President and Director                                                                                                                                            (Principal Executive, Financial and                                                                                                                                            Accounting Officer)