UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

For the fiscal year ended December 31, 1999

Golden Phoenix Minerals, Inc

(Exact name of registrant as specified in its charter)

3595 Airway Dr. Suite 405

Reno, Nevada 89511

(775) 853-4919

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

Common Shares

Preferred Shares

(Title of each class)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the preceding 12 months (or for such shorter period as the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X]

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

State issuer's revenues for its most recent fiscal year: $4,700.

The aggregate market value of the voting stock held by non-affiliates, computed by reference to the average of the bid and asked prices for such stock as of March 22, 2000, was $5,472,562.

The total number of common shares outstanding at March 22, 2000 was 25,534,643.

                                                                                                                                                   Page

Item 1. BUSINESS                                                                                                                       3

Item 2. PROPERTY                                                                                                                      7

Item 3. LEGAL PROCEEDINGS                                                                                                14

Item 4. SUBMISSION OF MATTERS TO A VOTE

OF SECURITY HOLDERS                                                                                                       14

Item 5. MARKET FOR REGISTRANT’S COMMON

EQUITY AND RELATED STOCKHOLDER

MATTERS                                                                                                                               14

Item 6. MANAGEMENT’S DISCUSSION AND

ANALYSIS OF FINANCIAL CONDITION

AND RESULTS OF OPERATIONS                                                                                     15

Item 7. FINANCIAL STATEMENTS AND

SUPPLEMENTARY DATA                                                                                                  16

Item 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON

ACCOUNTING AND FINANCIAL DISCLOSURE                                                          16

Item 9. DIRECTORS AND EXECUTIVE OFFICERS OF

THE REGISTRANT                                                                                                              16

Item 10. EXECUTIVE COMPENSATION                                                                        18

Item 11. SECURITY OWNERSHIP OF CERTAIN

BENEFICIAL OWNERS AND MANAGEMENT                                                           19

Item 12. CERTAIN RELATIONSHIPS AND RELATED

TRANSACTIONS                                                                                                                20

Item 13. FINANCIAL STATEMENTS, EXHIBITS, AND REPORTS ON

FORM 8-K                                                                                                                             21

Golden Phoenix Minerals, Inc. (the "Company") was formed in Minnesota on June 2, 1997 and has had limited operations. The Company is headquartered in Reno, Nevada.

The Company plans to produce economically valuable minerals from the mineral properties it currently controls, and from mineral properties that it will acquire in the future. The Company intends to concentrate its exploration efforts in the Western United States.

The Company's corporate directors and officers are comprised of two former senior management, geological exploration and development staff members from Santa Fe Pacific Gold Corp. (Santa Fe) and one senior exploration manager from Kennecott Exploration Co. (Rio Tinto). This experienced and diverse team has in excess of fifty-five years of major corporate mineral exploration, development, and gold production experience.

Golden Phoenix's key employees were actively involved in the exploration, discovery and development activities of Santa Fe, which was the sixth largest gold producer in North America before it was purchased in 1997 by Newmont Mining Company, North America's largest gold producer, for $2.2 billion. Santa Fe discovered and developed over 28 million ounces of gold reserves with annual production in excess of 800,000 ounces. Another of the Company’s key employees worked for Kennecott Exploration Company, which is part of Rio Tinto Ltd., the world’s largest mining company, as manager of Western US Exploration.

The Company provides joint venture opportunities to selected mining companies to conduct exploration or development on mineral properties the Company owns or controls. The Company and its joint venture partners will explore and develop selected properties to a stage of proven and probable reserves, at which time the Company will then decide whether to sell its interest in a property or take the property into production with its joint venture partner. By joint venturing its properties and thereby reducing its share of the costs for exploration of those properties, the Company can maintain, while continuing to acquire, an interest in a portfolio of gold and base metals properties in various stages of mineral exploration and development. This corporate strategy will minimize financial risk that the Company would incur by assuming all the exploration costs associated with developing any one property, while maximizing the potential of success and growth.

The Company believes that it has created the basis for a competitive minerals exploration company through assembling a unique group of individuals with experience in target generation and discovery, resource evaluation and mine development.

There are at least five sources of land for exploration by the Company: public lands, private fee lands, aboriginal tribal lands, unpatented mining claims, and patented mining claims. The primary sources for acquisition of these lands are the United States government, through the Bureau of Land Management and the U. S. Forest Service, through state governments, through tribal governments, and through individuals or entities who currently hold title to or lease government and private lands.

There are numerous levels of government regulation associated with the activities of exploration and mining companies. The only two types of permitting which the Company should have to be concerned with in the near future are "Notice of Intent" and "Plan of Operation." Both of these types of procedures will be necessary in the next twelve months. The Company has filed for one of these permits and has received approval of a notice at Contact. However, there is no guarantee that the regulatory agency will timely approve, if at all, the necessary permits for other operations. Further, it will be necessary to obtain or post a bond for the reclamation of the proposed surface disturbance.

The total cost and effects on the Company’s operations of the permitting and bonding process cannot be estimated at this time. The cost will vary for each project when they are initiated.

The following section describes several agreements that the Company entered into in order to gain an operating interest or provide an opportunity for another company to earn an interest in our properties.

Golden Phoenix Minerals has two agreements in place on the Contact property in northern Nevada. The Company acquired the right to earn a 60 percent interest in the Enexco patented mining claims through a combination of work commitments on the Contact property and payments to Enexco totaling US$2,913,000 over seven years. Golden Phoenix Minerals then has the option to acquire Enexco's 40 percent in the joint venture for an additional US$5 million for the first 20 percent and US$10 million for the remaining 20 percent. A 0.25 percent net smelter return royalty burdens the property. On July 10, 1998 Golden Phoenix Minerals signed a separate exploration license and purchase option (License/Option) for the Lewis portion of the Contact Project. The License/Option was acquired for an initial payment of US$15,000 and 100,000 shares of common stock. The License/Option requires Golden Phoenix Minerals to make monthly cash payments, which will total US$149,000, and to issue common shares with total cash value of US$2.2 million over the four and one-half year option term. The purchase price for the Contact property is US$3 million cash and US$1 million worth of Golden Phoenix Minerals common stock. The SF Lewis Trust will retain a 5 per cent production royalty on gold and silver and 4 percent on all other minerals. The production royalty may be purchased for an additional US$3 million cash and US$2 million worth of common stock. Golden Phoenix Minerals is obligated to expend US$250,000 on exploration during 1998 and US$1.4 million over the term of the agreement.

The Company had signed an acquisition agreement ("Welsh Agreement") with J. D. Welsh & Associates ("Welsh") to acquire 100 percent of Welsh's lease-hold interest in the Borealis mine project in Mineral County, Nevada. Prior to terminating the Welsh Agreement, the Company paid Welsh cash and stock valued at US$1,187,000 and was vested with a 65 percent ownership in the Borealis Mine project. The Company and Welsh signed a joint venture agreement with Cambior Exploration USA, Inc. in 1997. Cambior was to earn a 70 percent interest in the project by spending US$7million over the next 7 years. Cambior completed their first years drilling commitment, and then because of company budget reductions, they decided to terminate their interest on December 31, 1998. The Company then signed a simple joint venture agreement with J. D. Welsh & Associates on December 31, 1999, which increased leasehold ownership of the project to 68% and further outlined operating relationships between the parties.

In April 1998 the Company signed a Joint Venture Letter of Intent with Camnor Resources Ltd. to acquire up to 100 percent of seven exploration properties controlled by the Company in the Bonnifield District located approximately 55 miles south of Fairbanks, Alaska.. At the end of the 1998 Alaska field season, Camnor decided to terminate their interests in five of the seven properties, while retaining Cirque and Glory Creek. Further, in a side agreement made with Great American Minerals and Exploration, the rights to the Cirque property would be retained by Golden Phoenix and Glory Creek would be retained by Great American. The Cirque joint venture with option to purchase agreement with Camnor Resources requires Camnor to pay Golden Phoenix Minerals a total of $107,000 and 200,000 Camnor shares, and complete a $625,000 work commitment for a 70 percent interest over four years. Camnor’s next payment date was scheduled for April 21, 2000 when they will pay the Company $25,000 in cash, 50,000 shares, and commit to $200,000 of work. However, on March 20, 2000, they gave notice that they were terminating the joint venture agreement and returning the property to Golden Phoenix Minerals.

The Company plans to finance its operations through private placement memorandums (PPM) and the exercising of common stock options controlled by key directors of the Company. 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 $405,000 received in January 2000 and is currently set at $0.30 per share. The Company will also offset some of its cost by joint-venturing its properties with other mining groups for exploration and development while paying fees to Golden Phoenix Minerals, Inc. for the right to certain interest in the property.

Over the last five years imposition of claim rental policies by the United States Government and the general exodus of major gold corporations from the U.S. to pursue mineral exploration in foreign countries has allowed large areas of very prospective mineral ground to become open for location and acquisition. Due to the continued decline in the gold price, the number of companies aggressively acquiring claims and properties has declined during 1998. Gold prices leveled off and rebounded slightly in 1999, resulting in a small increase in claim activity during 1999.

The Company has positioned itself to handle any seasonal aspect of the exploration business by locating properties in differing climatic zones, thus allowing fieldwork on a near year-round basis. Problems of access and inclement weather will be minimized through strategic planning of fieldwork.

The only capital equipment the Company plans to purchase or lease in the next twelve months will be two field vehicles. The field vehicles will be for staff professionals only. All contractors will provide their own vehicles.

The Company has reduced its staffing level to the two key professionals described in Item 9 below. The Company does not anticipate adding any further permanent staff in the next twelve months of operation. The Company will employ independent contractors to fulfill short-term needs and obligations.

The Company is required to comply with numerous environmental laws and regulations imposed by federal and state authorities. At the federal level, legislation such as the Clean Water Act, the Clean Air Act, the RCRA, CERCLA and the National Environmental Policy Act impose effluent and waste standards, performance standards, air quality and emissions standards and other design or operational requirements for various components of mining and mineral processing, including gold ore mining and processing. In 1997, the BLM amended its surface management regulations to require bonding of all hardrock and exploration operations greater than casual use. Until the EPA formally proposes the new regulatory program, there is not a sufficient basis on which to predict the potential impacts of such regulations on the Company.

Many states, including the State of Nevada (where a majority of the Company’s properties are located), have also adopted regulations that establish design, operation, monitoring, and closing requirements for mining operations. Under these regulations, mining companies are required to provide a reclamation plan and financial assurance to insure that the reclamation plan is implemented upon completion of mining operations. Additionally, Nevada and other states require mining operations to obtain and comply with environmental permits, including permits regarding air emissions and the protection of surface water and groundwater.

The Company’s compliance with federal and state environmental laws may necessitate significant capital outlays or delays, may materially and adversely affect the economics of a given property, or may cause material changes or delays in the Company’s intended exploration, development and production activities. Further, new or different environmental standards imposed by governmental authorities in the future could adversely affect the Company’s business activities.

During the past several years, the United States Congress considered a number of proposed amendments to the General Mining Law of 1872, as amended (the "General Mining Law") which governs mining claims and related activities on federal lands. In 1992, a holding fee of US$100 per claim was imposed upon unpatented mining claims located on federal lands. Beginning in October 1994, a moratorium on processing of new patent applications was approved. In addition, a variety of legislation is now pending before the United States Congress to amend further the General Mining Law. The proposed legislation would, among other things, change the current patenting procedures, limit the rights obtained in a patent, impose royalties on unpatented claims, and enact new reclamation, environmental controls and restoration requirements. The royalty proposal ranges from a two percent royalty on "net profits" from mining claims to an eight percent royalty on modified gross income/net smelter returns. The extent of any such changes that may be enacted is not presently known, and the potential impact on the Company as a result of future congressional action is difficult to predict. If enacted, the proposed legislation could adversely affect the economics of development of operating mines on the federal unpatented mining claims held by the Company because many of the Company’s properties consist of unpatented mining claims on federal lands. The Company’s financial performance could therefore be materially and adversely affected by passage of all or pertinent parts of the proposed legislation.

Exploration for and production of minerals is highly speculative and involves greater risks than are inherent in many other industries. Many exploration programs do not result in the discovery of mineralization, and any mineralization discovered may not be of sufficient quantity or quality to be profitably mined. Also, because of the uncertainties in determining metallurgical amenability of any minerals discovered, the mere discovery of mineralization may not warrant the mining of the minerals on the basis of available technology.

The Company's decision as to whether any of the mineral development properties it now holds or which it may acquire in the future contain commercially mineable deposits, and whether such properties should be brought into production, depends upon the results of its exploration programs and/or feasibility analyses and the recommendations of engineers and geologists. The decision will involve the consideration and evaluation of a number of significant factors, including, but not limited to, the: (i) receipt of government permits; (ii) costs of bringing the property into production, including exploration and development work, preparation of feasibility studies and construction of production facilities; (iii) availability and costs of financing; (iv) ongoing costs of production; (v) market prices for the metals to be produced; and (vi) estimates of reserves or mineralization. No assurance can be given that any of the development properties the Company owns, leases or acquires contain (or will contain) commercially mineable mineral deposits, and no assurance can be given that the Company will ever generate a positive cash flow from production operations on such properties.

A majority of the Company's properties consist of unpatented mining claims, which the Company owns or leases. These claims are located on federal land or involve mineral rights that are subject to the claims procedures established by the General Mining Law. Under this law, if a claimant complies with the statute and the regulations for the location of a mining claim or mill site claim, the claimant obtains a valid possessory right to the land or the minerals contained therein. To preserve an otherwise valid claim, the claimant must also make certain additional filings with the county in which the land or mineral is situated and with the Bureau of Land Management and pay an annual holding fee of $100 per claim. If a claimant fails to make the annual holding payment or make the required filings, the mining claim is void or voidable.

Because mining claims are self- initiated and self-maintained rights, they are subject to unique vulnerabilities not associated with other types of property interests. It is difficult to ascertain the validity of unpatented mining claims from public property records and, therefore, it is difficult to confirm that a claimant has followed all of the requisite steps for the initiation and maintenance of a claim. The General Mining Law requires the discovery of a valuable mineral on each mining claim in order for such claim to be valid, and mining claims may be challenged by rival mining claimants and the United States. Under judicial interpretations of the rule of discovery, the mining claimant has the burden of proving that the mineral found is of such quality and quantity as to justify further development, and that the deposit is of such value that it can be mined, removed and disposed of at a profit. The burden of showing that there is a present profitable market applies not only to the time when the claim was located, but also to the time when such claim's validity is challenged. It is therefore conceivable that, during times of falling metal prices, claims that were valid when they were located could become invalid if challenged.

Title to unpatented claims and other mining properties in the western United States typically involves certain other inherent risks due to the frequently ambiguous conveyance history of those properties, as well as the frequently ambiguous or imprecise language of mining leases, agreements and royalty obligations. No generally applicable title insurance is available for mining. As a result, some of the titles to the Company's properties may be subject to challenge.

The Company's operations are subject to all of the operating hazards and risks normally incident to exploring for and developing mineral properties, such as unusual or unexpected geological formations, environmental pollution, personal injuries, flooding, cave-ins, changes in technology or mining techniques, periodic interruptions because of inclement weather and industrial accidents. Although the Company currently maintains insurance within ranges of coverage consistent with industry practice to ameliorate some of these risks, no assurance can be given that such insurance will continue to be available at economically feasible rates, or that the Company's insurance is adequate to cover the risks and potential liabilities associated with exploring, owning and operating its properties. Insurance against environmental risks is not generally available to the Company or to other companies in the mining industry.

Mining operations involve a potential risk of releases to soil, surface water and groundwater of metals, chemicals, fuels, liquids having acidic properties and other contaminants. In recent years, regulatory requirements and improved technology have significantly reduced those risks. However, those risks have not been eliminated, and the risk of environmental contamination from present and past mining activities exists for mining companies. Companies may be liable for environmental contamination and natural resource damages relating to properties, which they currently own or operate or at which environmental contamination occurred while or before they owned or operated the properties. However, no assurance can be given that potential liabilities for such contamination or damages caused by past activities at these properties do not exist.

The Company is dependent on the services of certain key executives, including Michael R. Fitzsimonds, President and Chairman of the Board of Directors; and Steven D. Craig Vice President and Director. The loss of any of these individuals could have a material adverse effect on the Company's business and operations. The Company currently does not have key person insurance on these individuals.

The Company periodically considers the acquisition of mining claims, properties and businesses. In connection with any such future acquisitions, the Company may incur indebtedness or issue equity securities, resulting in dilution of the percentage ownership of existing stockholders. The Company intends to seek stockholder approval for any such acquisitions only to the extent required by applicable law, regulations or stock market listing rules.

The following sections describe the existing exploration projects found in Nevada that are owned or controlled by the Company. The Company’s most important property assets include the Contact copper property and the Borealis gold property. Other properties and assets are listed at the end.

The Contact copper-silver project is located in northeastern Nevada over a large mineralized granodiorite and altered sedimentary rocks. The property has been explored by early prospectors beginning in about 1870 with modern exploration being initiated in about 1967. This work along with drilling completed by Golden Phoenix in 1998 has produced an indicated copper-silver resource calculated to contain about 39.5 million tons averaging 0.952 percent copper at a 0.2% cutoff grade for 752 million pounds of copper. A drilling and trench sampling program was completed in early 2000, and results have not been incorporated into a new resource estimate.

Internal to the Banner deposit is 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 resource of 1.2 million tons of 5.72% silver-copper equivalent for a total of 111 million pounds of copper and 2.15 million ounces of silver. 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.

Additionally, other areas on the property have visible copper mineralization that has not been previously explored. These highly prospective areas offer tremendous potential for discovery of other valuable copper-silver deposits.

The Contact copper-silver project is located in the favorable mining state of Nevada. The property covers about eleven-square miles and is controlled by both 152 patented and 131 unpatented mining claims. The best mineralization is located on the private patented claims, which Golden Phoenix controls through agreements with International Enexco Limited and F. W. Lewis, Inc. These private lands are much easier to permit a new mining operation than the unpatented claims and are extremely valuable to success of the project. The unpatented claims owned by Golden Phoenix fill fractions and surround the important patented claims.

Copper mineralization was discovered in the area in 1870, and the first copper showings to be prospected by shafts were east of the Salmon Falls River near China Mountain, approximately eight miles east of Contact. Sporadic prospecting, staking, development and production took place from 1876 to 1908 when the population of Contact reached 300 people. In 1918 work on the Vivian tunnel was started near the Banner Zone immediately north of the old town of Contact. Subsequently the Gray Mining Company drove the Helen B. Smith adit to 2300 feet under the Mammoth area.

Copper production from the district peaked during World War I, again in 1928 and during World War II. Production was derived from ten to fifteen different workings, mainly from the area north and west of Contact. An unofficial estimate in 1970 puts the overall production from the Contact district at 300,000 tons of ore at a grade of 5% Cu (30 million pounds of copper). A partial estimate for the period 1918-1949 was 34,404 tons @ 4.85% Cu, 0.2 oz Au/t and 1.7 oz Ag/t.

Historical records state that 129 shipments from the Marshall (Delano) Mine in 1928 averaged 5.3% Cu. Palo Alto, also in this zone, produced 300 tons at 32% Cu before 1910 and 1,400 tons at 5% Cu between 1910 and 1928. Blue Bird ores contained from 15% to 35% Cu, 20 opt Ag and $20 in gold per ton. These workings were located mainly along the northern contact of the batholith with Paleozoic sediments, and just northwesterly of the town of Contact. Production came mainly from veins that are near the contact in the north contact zone, starting at the old Contact town site and running for about four miles to the west. Concentrate was shipped to Asarco’s Garfield (Utah) smelter, which closed down in 1959. From 1959 to 1967 the district was largely inactive.

In 1967 Calta and other companies started modern exploration programs for copper. Work concentrated along the north contact zone, west of the town of Contact. By 1970 Calta had completed geological mapping, IP surveys, trenching and 37,000 feet of diamond drilling. That same year a feasibility study was completed on the copper deposits of Calta’s property. Coralta Nevada Inc., a subsidiary of Vancouver-based Coralta Resources Ltd., took over the Calta property and carried out additional diamond drilling, IP-surveys, trenching, geological mapping and petrographic work.

From 1973 to 1975 the property was under option to Phelps Dodge Corporation and work during this period included IP-surveys and diamond drilling of sixteen holes. Significant fissure vein-, fracture filling- and disseminated-type copper-molybdenum mineralization with gold and silver values was encountered in several holes. Their work along with Coralta delineated 8 million tons of mineralization averaging 2.3 per cent copper.

From 1977 to 1989 the property lay essentially dormant, and Enexco International Inc. acquired many of the patented claims. The majority of the unpatented claims were allowed to lapse during this period. Interest in the property and its potential for large tonnage porphyry-type copper-molybdenum mineralization was awakened again in 1989 when Enexco staked much of the mineralized trend along the north contact zone of the batholith.

In early 1998 Golden Phoenix Minerals staked 216 unpatented mining claims that cover approximately 4320 acres of BLM administered lands and established a buffer around and covered gaps between the land positions of International Enexco Limited and the F. W. Lewis, Inc. The company acquired the right to earn a 60 percent interest in the Enexco patented mining claims through a combination of work commitments and payments over seven years. In July the Company signed a separate exploration license and purchase option (License/Option) for the SF Lewis Contact Project. The License/Option was acquired for payments of cash and common stock over the four and one-half year option term.

Golden Phoenix Minerals received encouraging assay results from the 17-drill hole (9445 feet total) program completed in July 1998 at the Contact property. Results of the drilling program by the Company raised a portion of the combined resource (mineral inventory) from a drill-inferred to the drill-indicated category. The physical area of the resource has also been expanded as a result of this program. These encouraging results and the mineralization that crops out along strike for greater than one mile was justification for the Company to plan a 1999 drilling program.

In late 1999 the Company completed a 16-hole drilling program for a total of 5030 feet. Nine of these holes were drilled into the western portion of the Banner zone, while seven holes tested three new targets to the north and east of the Banner zone. 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. These results justify planning a drilling program for 2000.

The Contact mining district lies within the Paleozoic miogeosyncline. This thick sequence of sedimentary rocks has been domed and tilted by the intrusion of a Jurassic granodiorite stock. The stock is 16 miles long in an east-west direction and 8 miles wide. Sediments within 2,000 feet of the stock have been metamorphosed to skarn and hornfels. Volcanic flows, tuffs, and lake sediments overlie these rocks.

The mineral deposits of the district occur principally in the contact zone of the granodiorite and within the granodiorite in association with alteration zones. The two main areas of mineralization are the "north contact zone" and the "west contact zone" in the western segment of the granodiorite. The "north contact zone" extends from the town of Contact for seven miles to the west along the contact and the "west contact zone" extends along the western contact of the batholith for approximately four miles in a NS-direction. Both zones are at least one-mile wide, and the Contact property is located on the "north contact zone". Copper is the main commodity, but the deposits also contain some gold and silver, and locally enough lead to be of value.

The Company has received encouraging assay results from the 17-drill hole, 9445 feet, program completed in July 1998 at the Contact property. Preliminary results of the current drilling program by Golden Phoenix Minerals have raised a portion of the combined resource (mineral inventory) from a drill-inferred to the drill-indicated category. The physical area of the resource has also been expanded as a result of this program. These encouraging results and the mineralization that crops out along strike for greater than one mile are justification for the Company to plan a Phase II drilling program.

Drilling results in the Delano area (Holes CRC-98-8) have extended and confirmed mineralization encountered in earlier drill programs (both along strike and down-dip). The drill holes in the West Extension area (CRC-98-9 through CRC-98-13, and CRC-98-17) indicate that mineralization is open to the west and down-dip. Drilling results in the Palo Alto area (Holes CRC-98-14 through CRC-989-16) showed lower grade mineralization and appear to indicate a weakening of the main Delano structures to the east.

Golden Phoenix Minerals completed its initial evaluation of the Banner Fissure zone on October 20, 1998. This work included 17 reverse circulation drill holes for a total of 9,400 feet of new drilling. The drill program augments and expands the known mineral inventory defined by 61 core holes drilled in the 1960s and 1970s. The previous drilling totaled over 60,000 feet.

The Company completed three types of mineral inventories from the data compiled; 1) a manual cross-sectional inventory based on composite samples, 2) a block model mineral inventory and 3) a preliminary economic dipper pit resource. The following table shows the comparison of the cross-sectional model and the block model mineral inventory.

The final evaluation completed in this study was the development of a preliminary economic pit. The floating cone was run on the model at a series of copper prices to get an idea of the sensitivity to price. These sensitivities to price are needed when capitalization of the project is included to determine profitability. The preliminary capital cost, quoted but not confirmed, is approximately $28 million for processing plant and $15 to $20 million for mining equipment. Our work evaluated several copper prices; the results of two of the floating cones are presented in the following table.

The floating cone was based on a mining cut off of 0.2% Cu, waste cost of $0.75, ore cost of $1.85, processing cost of $0.18 and a pit slope of 45 degrees.

The deposit is still open on three sides and considerable potential exists to increase the size of the overall deposit and economics of a potential mine. There are three additional targets on the property to be tested. All these features give the Company very strong encouragement that the Contact Banner zone is an economic mine for the company.

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.

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 nearing completion and new metallurgical work is currently underway. The company plans to incorporate this new work into a revised resource assessment of the Banner zone in the coming few months. The company expects this work to add significant copper resource to the Banner deposit once a new resource study is completed.

The Borealis gold-silver property lies with the Aurora-Borealis mineral belt in west central Nevada. The property was previously mined from eight pits and produced 10.7 million tons of gold ore at an average grade of 0.059 ounces per ton of gold for 635,000 ounces of gold.

Mining was terminated in 1991, even though the operating company knew that the property still had numerous unmined deposits. In 1997 an independent resource study identified an indicated oxide and sulfide gold resource totaling nearly 1.2 million ounces of gold remaining unmined. The total tonnage identified in this study was 37.6 million tons averaging 0.032 ounces per ton from several sources.

Currently, Golden Phoenix Minerals, Inc is reworking the drill-hole database and has developed significant results. The Company has identified a minimum of 20,768,000 tons averaging 0.057 ounces gold per ton containing 1,182,600 ounces of gold and 0.26 ounces of silver per ton containing 5,477,600 ounces of silver from the Polaris, Borealis, Freedom Flats and Graben target areas. Furthermore, in the four target areas studied, numerous areas of open mineralization were evident, and the overall resource will increase once step-out drilling is performed.

Golden Phoenix Minerals, Inc. holds a 68% lease-hold interest in the property, which is located approximately 12 miles southwest of the town of Hawthorne in the Walker Lane Mineral Belt. The property lies at approximately 7100 feet on the western side of the southern Wassuk Range. The current land position consists of 268 unpatented mining claims encompassing approximately 5,360 acres.

The company originally acquired a 65% interest in the Borealis lease from J. D. Welsh & Associates in late 1997. At that time the property was joint ventured with Quebec-based Cambior Exploration USA Inc., but they dropped out at the end of 1998 as a result of internal budget cuts. The Company recently increased its leasehold interest in the project three per cent to 68% by diluting the portion owned by J. D. Welsh and Associates. The company previously was buying Welsh’s interest, but had to defer completing the entire purchase due to budgetary constraints in 1998. Further, Golden Phoenix recently learned that Welsh had optioned his 32% leasehold interest to Newmex Minerals Inc. Golden Phoenix is not affected by this change in ownership as the Company controls all aspects of the project including management, planning and budgeting. The property is subject to a small net smelter return royalty when mine production is achieved.

The Borealis mine was put into production in 1981 by Tenneco Resources as a low-cost oxide heap-leach mining operation. Tenneco Resources and its successor, Echo Bay Minerals, Inc., produced more than 600,000 ounces of oxide gold from Borealis with an average grade of 0.059 ounce per ton (opt) gold. The sulfides were never mined, although significant resources were encountered. After mine closure, Santa Fe Pacific Gold Corp. conducted additional sulfide exploration and development on the property. More recently, J. D. Welsh & Associates and Golden Phoenix Minerals joint ventured the property with Cambior. Cambior was the operator of the property, and was earning a 70 percent interest in the project by spending US$7 million over seven years. Cambior terminated the joint venture agreement effective December 31, 1998 due to internal budget cuts.

The Borealis property hosts a volcanic-hosted epithermal gold system marked by large areas of silicification, hydrothermal brecciation and advanced argillic alteration. The stratigraphy consists of primarily Tertiary andesite flows and tuffs. The gold deposits are structurally controlled along a series of northeasterly-trending normal faults that dip steeply to the northwest. Gold occurs as submicron-size particles in highly altered andesite and tuff. Fissure-type quartz veining is not present. The average silver to gold ratio has been reported to be five to one.

The Borealis property can be divided into three separate mineralized zones and these are called Borealis, Polaris and Cerro Duro. The Borealis zone has three separate targets, of which two were previously mined. These targets include the Borealis mine proper, Freedom Flats mine, and Graben. The second mineralized zone is Polaris, and it consists of Northeast Ridge, East Ridge, and Polaris targets. All three areas were previously mined and mineralization is found over 12,000 feet along the entire length of this zone. The third zone is the Cerro Duro and it consists of Jaimes Ridge, Cerro Duro proper and Purdy’s Peak. The first two targets were mined. The property also has a number of remaining areas that have not been properly explored. Currently, the Company is continuing to build a new digital data spread sheet and is calculating new resource numbers using Meds system software. The following is what we know about the property.

Golden Phoenix Calculated Resources:

For the sake of the current resource evaluation, the Company had previously divided the property into two mineralized zones called the Polaris and Borealis zones. Each zone has three target areas outlined. Golden Phoenix is currently calculating measured gold resources for each area. The areas will be evaluated in the following order by target named Polaris, Borealis Pit area, Graben, Freedom Flats, East Ridge, North Borealis and Northeast Ridge

The first study area chosen was on the Polaris zone, which hosts gold mineralization along its entire 12,000 foot length. The initial target area was the Polaris, which is one of three in the Polaris zone, the other two are named East Ridge and Northeast Ridge. All three were partially mined with gold mineralization left in the pit walls, floor and along extensions. By reworking the data available on the Polaris target, Golden Phoenix identified a remaining near surface oxide resource of 1.54 million tons containing about 37,000 ounces of gold averaging 0.024 ounces per ton and 630,000 ounces of silver averaging 0.41 ounces per ton. The previous mine operators removed only 250,000 tons of ore and produced about 9,500 ounces of gold from this same zone.

The second target to be evaluated is the remaining gold resource adjacent, below and within the previously mined Borealis open pit. Production in the early 1980s from this pit is reported to be 1,488,000 tons grading 0.103 ounces of gold per ton for 152,760 ounces of gold. Golden Phoenix's resource evaluation determined that 2,766,800 tons containing 153,000 ounces of gold and averaging 0.055 ounces per ton gold remain in the Borealis target area. This deposit also contains 533,600 ounces of silver grading 0.19 ounces per ton. Numerous drill intercepts require step out drilling from open ore intercepts. This drilling will add additional ounces of gold to the resource.

The third and most important target evaluated to date was the Graben, located to the west and northwest of the Freedom Flats open pit. The Graben area was chosen due to its potentially large size and the many high-grade gold assays in the drill records. The study on the Graben area identified a minimum of 6,642,000 tons grading 0.067 ounces per ton gold for a total of 445,000 ounces of gold and 1,328,500 ounces of silver grading 0.20 ounces per ton of measured drill indicated mineralization. This deposit was not previously mined.

The fourth target to be evaluated was Freedom Flats, which previous mine operators had produced 1,220,000 tons of ore grading 0.16 ounces per ton for 195,220 ounces of gold. During the Company's resource study of Freedom Flats, it decided to change its approach to the way it evaluated the available drill data. Previously, the Company had only reported a category of mineralization recognized in the mining industry as Measured Mineral Resource. This category is where tonnages, shape, grade and mineral content can be estimated with a high level of confidence based on closely spaced drill holes. The Company then decided to report a second category of mineralization called Indicated Mineral Resource, which mineralization can be estimated with a reasonable level of confidence based on drill holes that are spaced closely enough for continuity to be assumed.

The Freedom Flats resource study concluded that the measured resource was 1,702,000 tons grading 0.063 ounces of gold per ton for 107,800 ounces of gold and 0.053 ounces per ton silver for 989,800 ounces of silver. The indicated resource was calculated to be 722,000 tons grading 0.05 ounces per ton of gold for 36,000 ounces of gold and 0.55 ounces of silver per ton for 399,500 ounces of silver. In total, the deposit contains 2,425,000 tons grading 0.059 ounces per ton gold for 143,900 ounces of gold and 0.55 ounces per ton silver for 1,389,000 ounces of silver.

Once the Company completed the Freedom Flats resource study, it further reevaluated the Graben, Borealis and Polaris targets for both Measured and Indicated Mineral Resource categories. The following table summarizes this new work.

The four studies completed to date, Polaris, Borealis, Freedom Flats and Graben, have identified a minimum of 20,768,000 tons averaging 0.057 ounces gold per ton containing 1,182,600 ounces of gold and 0.264 ounces of silver per ton containing 5,477,600 ounces of silver. Furthermore, in the four 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.

Whitney & Whitney 1997 Gold Resource Evaluation:

A detailed resource evaluation was completed in 1997 by Whitney and Whitney, Inc., a Reno-based mining consulting firm, which attempted to quantify all remaining areas of gold mineralization on the Borealis property. This study calculated remaining gold resources in the old pits, undeveloped deposits, waste dumps, and tailings. The following table summarizes this work.

The four targets studied to date contain 55% of the Whitney & Whitney estimated tonnage, 98% of the gold and more than 5 million ounces of silver. One target remains to be studied in the Borealis zone and two target areas remain to be studied in the 12,000 foot long Polaris Zone and are now expected to bring the measured gold resource at Borealis significantly above the 1.2 million ounces in the Whitney & Whitney estimate.

The Company had originally focused on Nevada and Alaska following its formation in 1997. Its activities were fairly aggressive in that it acquired numerous properties in both states. In late 1998 the Company created an Alaskan subsidiary to enable it to better focus on its two separate regions. In September of 1999 the Company sold its interests in the Alaskan company to Great American Minerals and Exploration 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.

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

The joint venture with option to purchase agreement with Camnor Resources was terminated on March 20, 2000, whereby they return all rights to Golden Phoenix.

Exploration work to date has indicated the Cirque property is underlain by highly prospective stratigraphic horizons in which volcanogenic massive sulfide (VMS) mineralization occurs. Camnor’s 1999 exploration program consisted of geological mapping and reconnaissance diamond drilling. Six drill holes totaling 963 feet were completed on the Discovery and Dol zones. The best intersections were from hole 99-1 from the Discovery zone: 17.1 feet grading .083 opt Au, 2.17 opt Ag and 11.55% combined Zn/Pb/Cu, with a second lens intersecting 6.2 feet grading .0266 opt Au, 1.4 opt Ag and 11.49% combined Zn/Pb/Cu.

Four holes tested the Discovery zone. Three of the holes, drilled on section, tested the zone at down-dip depths of 31, 80 and 136 feet. The fourth hole tested the zone approximately 77 feet to the east at the same elevation as hole 99-1.

Incorporating surface and drill data, the Discovery zone is interpreted to be a west striking, moderately north-dipping zone plunging shallow to the east. The zone has been traced along strike for 145 feet and down-dip for 120 feet. The Discovery zone remains open along strike and dip. The favorable horizon hosting the Discovery zone has been traced to the northwest for over 2170 feet, to the JA showing. To the east the horizon is overburden covered and plunges into the hillside. It is interpreted that Hole 99-3 was drilled under the plunge of the main mineralized zone. Hole 99-4 intersected a zone of leached sulfide due to surface weathering that corresponds with the zone.

Based on the limited data, the zone increased in grade and thickness with depth. The intersection of significant precious metal values together with combined base metal values in excess of 11% in the 1999 reconnaissance program successfully demonstrate the project’s potential economic viability. Presently all the data is being compiled and follow up drilling is being planned.

The Company has retained a one- percent net smelter return royalty on the following properties.

1. Glory Creek. This property is under a joint venture with an option to purchase with Camnor Resources. It is located in the Bonnifield District and to the north of Cirque. Exploration work on the property has defined an anomalous zone of gold mineralization that requires drilling for the next phase of work.
2. Uncle Sam. This property is currently under joint venture with Kennecott Exploration Company. The property is located in the Richardson District about 60 miles southeast of Fairbanks. Their work has defined a gold anomalous zone that requires drilling for the next phase of work.
3. Switch Creek-Circle District. This property is currently in control by Great American Minerals Co. The property hosts a gold target that requires drilling.

The Company transferred the following properties to Great American Minerals and Exploration and no longer retains an interest other than a possible royalty as discussed above.

1. CIRCLE PROJECT, ALASKA
2. RICHARDSON DISTRICT, ALASKA
3. BONNIFIELD DISTRICT, ALASKA
4. PAXSON AREA, ALASKA
5. NORTH DELTA PROJECT, ALASKA
6. STONE BOY PROJECT, ALASKA
7. HEALY-CANTWELL, ALASKA

None

No matters were submitted to a vote of the Company's shareholders during the fourth quarter of 1999.

(a) The Company’s common stock has been traded since August 6, 1997. There was no prior activity. The securities are traded on the over -the-counter market, and quoted on the NASD Electronic Bulletin Board. The following table sets forth for the periods indicated the range of high and low closing bid quotations per share as reported by the over-the-counter market. These quotations represent inter-dealer prices, without retail markups, markdowns or commissions and may not necessarily represent actual transactions.

(b) There are in excess of 500 holders of the common and 3 holders of preferred stock of the Company.

3. The Company has paid no dividends.

Following is a summary of sales of unregistered securities for the fourth 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 underwriting commissions or 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.

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 in the initial development stage operating period through December 31, 1999. All Company activities have been directed toward development and exploration activities. The Company has active exploration properties in Nevada and Alaska..

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 Welsh leasehold interest in the Borealis property was in a joint venture with Cambior Exploration USA, Inc. ("Cambior"). 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 joint venture with Cambior was terminated in December 1998 due to their budget allocations for 1999. 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.

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 $688,901 for 1999, compared to $1,756,259 for 1998. The decrease is due primarily to a cutback in personnel and related overhead expenses resulting from the lack of capital resources and due to reduced exploration expenditures on the Alaska properties. These changes resulted in a loss of $712,847 for 1999, compared to a loss of $1,748,675 for 1998.

As of December 31,1999, the Company had current assets of $38,085 compared to current liabilities of $828,652. Total current liabilities declined approximately $100,000 due primarily to the settlement of $177,500 in accounts payable with common stock. This reduction in current liabilities was partially offset by an increase in accrued expenses of $46,200 due primarily to accrued management salaries.

During fiscal 1999, liquidity needs were met from: (i) private placement of 144 restricted shares of $267,500, (ii) issuance of stock to vendors and employees for goods and services of $430,190, and (iii) conversion of outstanding debt to common stock of $177,457.

As of December 31, 1999, the company had $4,306 in cash.

The Company anticipates total expenditures for fiscal 2000 for general and administrative expenses to be approximately $260,000 and for exploration and property holding cost to be approximately $610,000. Exploration and holding expenditures include $250,000 for the Lewis Contact Property, $100,000 for the International Enxeco joint venture, $200,000 for the Borealis project, $50,000 for Nevada land holding cost and $10,000 for generative exploration. These amounts could increase or decrease significantly, at any time during the fiscal year, based on exploration results and decisions about releasing or acquiring additional properties, among other factors.

The Company will continue to explore its remaining properties and intends to acquire new properties, all with the view to enhancing the value of such properties prior to possible joint ventures with major mining company partners.

The ability of the Company to satisfy the cash requirements of its 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.

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 status of this agreement is discussed in Note 15 on page 43 of this report.

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 $405,000 received in January 2000 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 financial statements are attached following Item 13.

No change was made in the Company's auditors from the prior year.

To the Company's and its management's knowledge, there is no accounting or financial disclosure dispute involving any present or former accountant.

I. Summary Information.

The following are the directors and executive officers of the Company:

All officers and directors have served in the stated capacities since the inception of the Company, with the exceptions of Mr. Craig, who became secretary and a director in September 1998, and Mr. Marter, who became a director in February 1998. For directors, the term of office is until the next annual meeting of shareholders. For officers, the term of office is until the next annual meeting of the Board of Directors, presently scheduled to be held immediately following the annual meeting of the shareholders.

II. Narrative Information Concerning the Directors and Executive Officers

Michael R. Fitzsimonds – President, Director

Mr. Fitzsimonds is the President and a Director of the Company. He is an experienced geological engineer with over 21 years of mining industry work. Previously, he was with Santa Fe Pacific Gold Corporation for 10 years with responsibilities for all of Santa Fe’s initial resource evaluations and due diligence work of all mine operations and acquisition projects worldwide. Overall, he has experience in the minerals industry with project development ranging from grass roots exploration, project development and mine startup. Mr. Fitzsimonds’ current responsibilities with Golden Phoenix include handling all administrative aspects of the company, which include SEC liaison, corporate finance, human relations, as well as directing the current predevelopment work including all resource evaluations, and assisting in exploration evaluations.

Steven D. Craig – Vice President, Secretary and Director

Mr. Craig is Vice President, Corporate Secretary and Director. Mr. Craig is an experienced economic geologist with 25 years of diversified exploration work. He previously spent 23 years of his career with Kennecott Exploration Company and their affiliates including Bear Creek Mining Co., BP Minerals America, and RTZ Ltd. His experience was mostly gained in the western United States as both an exploration geologist and manager of a successful gold exploration team based in Reno. He also has international experience in such places as Papua New Guinea, South America, and Mexico. He previously served as an officer and trustee with the Northwest Mining Association and as President of the Geological Society of Nevada. Mr. Craig’s current responsibilities with Golden Phoenix include directing all exploration aspects of the Company's projects and assisting the President with administrative duties as required.

Allen J. Marter – Director

Mr. Marter is a Director and is Chief Financial Officer for Golden Star Resources in Denver, Colorado. Previously, he was a financial advisor in the mining industry and Principal of Waiata Resources of Littleton, Colorado. He has over 20 years experience in the mining industry and previously served as chief financial officer for several junior exploration and mining companies in Denver and Vancouver. He has been active in mining industry activities and in 1993 was President of the Northwest Mining Association. He is also a director of Minera Andes Inc. and Addwest Minerals International, Limited. Mr. Marter is responsible as an outside director to ensure that the company achieves success by proper utilization of its resources.

David A. Caldwell – Director

Mr. Caldwell is a Director with professional experience as a geologist and geophysicist. He has more than 12 years experience in the minerals exploration industry with work in sulfur, base metal and gold exploration and development. He previously had roles in project management and development at Santa Fe Pacific Gold Corporation and Gold Fields Mining Company. He is currently an Officer and Director with Nevada Pacific Gold (US), Inc. in Elko, Nevada. Mr. Caldwell is responsible as an outside director to ensure that the company achieves success by proper utilization of its resources.

Based on available information, it is believed that all filings with respect to Section 16(a) are now current. Forms 5 for Mr. Fitzsimonds, Mr. Craig and Mr. Caldwell were not timely filed. Forms 3 and 5 for Mr. Whitney were not timely filed. A total of 11 Form 4's, representing 29 transactions, were not timely filed for Mr. Whitney.

Summary of Cash and Certain Other Compensation

The following table sets forth information as to the compensation of the Chief Executive Officer whose compensation for the year ended December 31, 1999 did not exceeded $100,000:

There is no employee that was paid as much as $100,000 per year in cash compensation. Executive compensation contracts for the payment of a salary were initiated in May of 1998. A copy of the base contract is attached as 14.1. The Company has agreed to pay Mr. Fitzsimonds the sum of $60,000 per year in cash compensation and deferred compensation of $35,000.

(1) Mr. Fitzsimonds was granted options representing a total of 1,925,000 common shares in 1997. As part of restructuring the Company's finances, options representing a total of 780,000 common shares were relinquished, leaving a balance of options for 1,145,000 common shares. In 1998 Mr. Fitzsimonds was granted a replacement option for 375,000 common shares at $0.69, the fair market value of the stock on the date of grant. In addition to these options, Mr. Fitzsimonds owns 100,000 shares of convertible preferred stock, which are convertible at ten shares of common stock for each share of preferred, at a price of $0.10 per common share.

(2) Of the $60,000 in 1998 annual compensation, $30,000 was accrued at December 31, 1998 and remains unpaid as of the date of this report.

(3) Of the $60,000 in 1999 annual compensation, $30,000 was accrued at December 31, 1999 and remains unpaid as of the date of this report.

Options Exercised:

Options Unexercised:

a) Security Ownership of Certain Beneficial Owners.

The following table sets forth certain data with respect to those persons known to the Company, as of March 22, 2000, to be the beneficial owners of more than 5% of the outstanding shares of common stock of the Company:

(1) Included in Mr. Whitney's shares are 930,232 restricted common shares owned by Whitney & Whitney, Inc.(WWI). Mr. Whitney is president of WWI and president and more than 10% shareholder of its parent company, Itronics Inc. Mr. Whitney's options and warrants are at $0.10 per share. If Mr. Whitney exercises all of his remaining initial options, he will receive warrants to acquire an additional 2,100,000 common shares at $0.10 per share. These additional shares are not included in the above totals.

(2) Mr. Fitzsimonds has conversion rights on preferred stock for 1,000,000 common shares at $0.10 per share and options for 375,000 common shares at $0.69, 500,000 common shares at $1.05, 395,000 common shares at $3.00, and 250,000 common shares at $4.00 per share.

b) Security Ownership of Management

The following tables set forth, as of March 22, 2000, certain information with respect to director and executive officer ownership of common and preferred stock in the Company:

(1) Mr. Fitzsimonds has conversion rights on preferred stock for 1,000,000 common shares at $0.10 per share and options for 375,000 common shares at $0.69, 500,000 common shares at $1.05, 395,000 common shares at $3.00, and 250,000 common shares at $4.00 per share.

(2) Mr. Craig holds options for 344,000 common shares at $0.20, 153,907 common shares at $0.27 and 85,049 common shares at $0.50 per share.

(3) Mr. Caldwell holds options for 55,000 common shares at $0.10 and 70,000 common shares at $0.20 per share.

(4) Mr. Marter holds options for 100,000 common shares at $0.20 per share.

The following table sets forth certain information as of March 22, 2000 as to the beneficial ownership of the Company’s preferred stock by all directors, the named executive officers, and all directors and executive officers as a group.

Officers and directors have loaned the Company a total of $422,100 as of December 31, 1999. The notes payable are unsecured and accrue interest at 8% per annum.

I. List of Financial Statements and Exhibits

(a) Consolidated Balance Sheets at December 31, 1999 and 1998

(b) Consolidated Statements of Operations During the Development Stage for the periods ended

December 31, 1999 and 1998 and Inception (June 2, 1997) to December 31, 1999

(c) Consolidated Statements of Stockholders’ Equity (Deficit) for the periods ended December 31,

1999 and 1998 and Inception (June 2, 1997) to December 31, 1999

(d) Consolidated Statements of Cash Flows for the periods ended December 31, 1999 and 1998 and

Inception (June 2, 1997) to December 31, 1999

(e) Notes to Consolidated Financial Statements

2. List of Exhibits

21 Significant Subsidiaries

II. Reports on Form 8-K

None

FINANCIAL STATEMENTS

Report of Independent Certified Public Accountant                                                                                                                                                           23

Consolidated Balance Sheets at December 31, 1999 and 1998                                                                                                                                           24

Consolidated Statements of Operations During the Development Stage

for the periods ended December 31, 1999 and 1998

and Inception (June 2, 1997) to December 31, 1999                                                                                                                                                             26

Consolidated Statements of Stockholders’ Equity (Deficit)

for the periods ended December 31, 1999 and 1998

and Inception (June 2, 1997) to December 31, 1999                                                                                                                                                             27

Consolidated Statements of Cash Flows for the periods ended

December 31, 1999 and 1998 and Inception (June 2, 1997)

to December 31, 1999                                                                                                                                                                                                               30

Notes to Consolidated Financial Statements                                                                                                                                                                     32

EXHIBITS

21 Significant Subsidiaries                                                                                                                                                                                                     48

STATEMENTS AND SCHEDULES

Schedules not included are omitted for the reason they are not applicable or not required.

NAMES UNDER

STATE OF WHICH

NAME INCORPORATION THEY DO BUSINESS

Golden Phoenix Alaska Inc. Nevada Same

In October 1999 the Company exchanged its 72% interest in Golden Phoenix Alaska, Inc. for certain interests in mining properties and production royalties.

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.

Date: March 29, 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: March 29, 2000                                                        By: /s/ Michael R. Fitzsimonds

                                                                                                           Michael R. Fitzsimonds

                                                                                                            President and Director

                                                                                     (Principal Executive, Financial and

                                                                                                                 Accounting Officer)

Date: March 29, 2000                                                                       By: /s/ Steven D. Craig

                                                                                                                          Steven D. Craig

                                                                                                 Vice President, Secretary, and

                                                                                                                                       Director

Date: March 29, 2000                                                                           By: /s/ Allen J. Marter

                                                                                                                             Allen J. Marter

                                                                                                                                          Director

Date: March 29, 2000                                                                     By: /s/ David A. Caldwell

                                                                                                                        David A. Caldwell

                                                                                                                                          Director