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 June 30, 2000

[ ] 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

GOLDEN PHOENIX MINERALS, INC.

(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) 853-4919Registrant'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 July 17, 2000 was 26,913,549.

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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FOR THE THREE MONTHS AND SIX MONTHS ENDED JUNE 30, 2000, AND 1999

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 FINANCIAL STATEMENTS

June 30, 2000

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 June 30, 2000 are not necessarily indicative of the results that may be expected for the year ending December 31, 2000. These financial statements should be read in conjunction with the financial statements and notes thereto for the period ended December 31, 1999. 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.

Certain non-cash investing and financing transactions are not included in the Statements of Condensed Cash Flows. These include, for the first six months of 2000, the issuance of 388,337 restricted common shares, valued at $72,845.53, in settlement of debt.

Item 2: MANAGEMENT’S 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 June 30, 2000. All Company activities have been directed toward exploration/development activities on our two key properties. The Company has development properties in Nevada and one exploration project in Alaska with royalty interest in several other Alaskan properties. The royalty interest will be a value to the Company if any of the Alaskan properties are taken to production.

The Company entered into an agreement on August 21, 1997 with J. D. Welsh & Associates to purchase an interest in a mineral property, situated in Mineral County, Nevada, known as the Borealis property ("Borealis Property"). The Company purchased 65% of Welsh’s leasehold interest in Borealis during 1998. The purchase was stopped at 65% due to economic constraints on our operating capital. The Company, along with J. D. Welsh & Associates signed a simple joint operating agreement on December 31,1999 which also increased the Company's interest to 68% and defined other relationships. Subsequent to the signing of the simple joint venture agreement J. D. Welsh has optioned his 32% interest in the Borealis Property to Newmex Minerals, Inc. an Alberta based company.

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Exploration costs have been incurred in connection with just the properties in Nevada. These costs have been incurred for drilling, the location of 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.

Operating expenses totaled $131,350 for the second quarter of 2000, compared to $96,739 for 1999. The increase is due primarily to foregone salaries by corporate officers and employees in 1999. Expensed exploration costs are less due to the capitalization of exploration costs of the Contact and Borealis properties as deferred expenses. These changes resulted in a net operating loss of $347,049 for first half of 2000, compared to a net loss of $467,899 for the same period in 1999.

Fieldwork at the Borealis Property has shown that the gold mineralization on the large property is driven by at least four different silica-rich hydrothermal systems. Main stage gold mineralization follows an early barren silicification event in each of these hydrothermal systems. This feature, along with recognition of several other important ore controls, has identified several new areas that have excellent discovery potential and which remain to be drilled.

The seven resource studies completed to date, Borealis, Freedom Flats, Graben, Polaris East Ridge, Northeast Ridge and Orion Belt have identified a minimum of 33,396,100 tons averaging 0.044 ounces gold per ton containing 1,454,700 ounces of gold and 0.22 ounces of silver per ton containing 6,901,900 ounces of silver. Furthermore, in the seven target areas studied, numerous areas of open mineralization were evident and the overall resource will increase once step-out drilling is performed.

All mineralization reported to date is measured and indicated from drill hole cross sections. The following table summarizes this new work

The Company is moving forward with work plans for the 2000 exploration and development program. This work will consist of continuing the resource study, economic analysis, conducting new geophysical surveys, step-out and confirmation drilling, and determining the permitting requirements for a new mining operation.

The Company initiated the 1999 drilling program in late December of 1999 and completed it late January 2000. Sixteen holes were drilled for a total of 5,035 feet into the Banner zone and three previously untested targets. Nine of these holes were drilled into the western portion of the Banner zone, while seven holes tested the Brooklyn, Allan and Bluebird targets to the north and east of the Banner zone.

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Overall, drill assays returned good to excellent results from the western extension of the Banner zone and the previously undrilled Brooklyn and Bluebird targets. Overall, mineralization was extended another 400 feet to the west along the Banner mineralized zone, which is now over 4000 feet in strike length. Highlights of the Banner drilling program include hole #3 which returned 140 feet of 0.37% copper beginning at 90 feet, and hole #11 with 90 feet of 0.32% copper starting at the surface. In the newly discovered Brooklyn zone, hole #6 intercepted 85 feet of 1.02% copper beginning at 15 feet and hole #7 returned 215 feet of 0.504% copper beginning at 10 feet. Both holes contained additional mineralized intervals deeper in the holes. In the new Bluebird zone, hole #15 returned 50 feet of 0.41% copper beginning at the surface. This hole and nearby hole #16, which contained numerous short intervals of copper mineralization, suggests that Bluebird could develop into a significant resource with further drilling.

Metallurgical work was completed from samples taken from two other targets found three miles to the west and one mile to the southwest. Samples from several mine dumps were collected, crushed, and placed into separate leach columns. A weak sulfuric acid solution was circulated and measured for 63 days, which resulted in projected recoveries of 88% in one sample and 82% in the second. These results suggest that copper mineralization hosted in granodiorite rocks can be readily leached. This work provides strong support for drilling in these highly prospective areas.

Channel sampling of all the old trenches is completed. The first phase of metallurgical test work has been completed with encouraging results for leachable copper in the Banner zone.

The company incorporated this new work into a revised resource assessment of the Banner zone. This work, along with drilling completed by Golden Phoenix in 1998 and 1999, has produced a measured and indicated resource of 61,513,000 tons grading 0.77 percent copper at a 0.2 percent cutoff for a total of 953,271,000 pounds of copper. This new resource evaluation has increased the overall tonnage by 56 percent and pounds of copper by 27 percent from the 1998 resource evaluation. A 0.1 percent copper cutoff grade was further used to evaluate the overall heap leach resource. This evaluation indicates the deposit contains 97,427,000 tons grading 0.54 percent copper for a total of 1,050,613,000 pounds of copper.

Internal to the Banner deposit are several continuous high-grade zones that range from five to forty feet wide. Using a 3% cutoff grade on these zones, Golden Phoenix calculated an indicated and measured resource that contains 1,777,000 tons grading 7.17 percent copper for a total of 254,789,000 pounds of copper. In summary, the deposit has considerable potential for expanding both open-pittable and underground ore reserves. Ore types include SX-EW leaching of shallow oxide ores and milling and concentrating the high-grade sulfide ores for smelting at another facility.

The Cirque property is located in the Bonnifield District, 80 miles south of Fairbanks, Alaska. The Company originally located the property in 1997 and in early 1998 joint ventured the property with Camnor Resources of Vancouver, British Columbia. They assumed the role of manager of the venture and made certain commitments to earn into the property. As of March 20, 2000 Camnor notified Golden Phoenix that they were terminating their interests in the property and were returning it to Golden Phoenix. We are currently seeking a new joint venture partner for this property. All of the assessment work and fees for the project have been met for the year 2000.

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.

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The Company is investigating potential financing sources and is in discussions with potential joint venture partners. In 1999 the Company negotiated a stock option agreement wherein it has been receiving $20,000 per month in cash, enough to meet its basic operating needs.

The Company is currently offering a convertible debt Private Placement to raise approximately $1.3 million. The total amount to be raised may change, based on varying conversion prices set from time to time during the offering period. The offering is a 5-year note, paying 12% per annum interest on a minimum investment of $10,000. The Company may call the notes at any time prior to maturity. In that event, the note holders have thirty days to decide whether to accept cash payment or convert the note to common stock. Principal and interest on the note can be converted into shares at any time during the five-year note period, at the option of the note holders. The conversion price was $0.20 per share for the first $445,000 received during the first quarter and is currently set at $0.30 per share. No assurance can be given that the Company will obtain all of the financing required to maintain its property positions.

The Company has encountered no Year 2000 computer related problems.

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.

Item 3. Changes in Securities and use of Proceeds

Following is a summary of sales of unregistered securities for the second quarter of 2000. 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.

PART II OTHER INFORMATIONItem 6. EXHIBITS AND REPORTS ON FORM 8-K(a) Exhibits:

(b) No reports were filed on Form 8-K during the three-month period ended June 30, 2000

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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: August 11, 2000                                                                                                      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: August 11, 2000                                                                                                       By: /s/ Michael R. Fitzsimonds

                                                                                                                                                      Michael R. Fitzsimonds

                                                                                                                                                       President and Director

                                                                                                                                                      (Principal Executive, Financial and

                                                                                                                                                      Accounting Officer)