SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): May 10, 2005

                          Golden Phoenix Minerals, Inc.
               (Exact Name of Registrant as Specified in Charter)

           Minnesota                     0-22905                 41-1878178
  (State or other jurisdiction         (Commission             (IRS Employer
       of incorporation)              File Number)           Identification No.)

       1675 East Prater Way, #102, Sparks, Nevada               89434
        (Address of principal executive offices)              (Zip code)

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



          (Former Name or Former Address, If Changed Since Last Report)


      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

      Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))

<PAGE>


ITEM  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On May 10, 2005,  Golden Phoenix  Minerals,  Inc. (the "Company")  entered
into that certain Golden  Phoenix/Schnack  Agreement (the  "Agreement"),  by and
between the Company and William D. and Candida Schnack (the "Lender").  Pursuant
to the  Agreement,  the Lender shall  advance to the Company  $1,000,000  on the
Company's production and sale of molybdenum  concentrates from its Ashdown mine.
The  advances  are  restricted  to funding  the  re-opening  of the Sylvia  Vein
molybdenum deposit, including, but not limited to, permitting,  bonding, and all
related  costs of driving  drift to the ore face.  Advances will be disbursed in
accordance with the achievement by the Company of pre-approved milestones as set
forth in the  Agreement.  In  consideration  of the  advances,  the Lender  will
receive the  repayment of the advances,  a premium of  $2,000,000  and 1,000,000
two-year  warrants to purchase  common stock of the Company at an exercise price
equal to $0.14 per share.  The advance amount  ($1,000,000)  and premium payment
($2,000,000) will be made in monthly  installments as follows:  (a) 15% of gross
molybdenum  concentrate  sales  produced  from the Ashdown  Mine on the first of
every month starting when production  begins;  (b) Beginning  October 1, 2005, a
minimum  payment of $500,000  or 15% of the gross,  which ever is greater is due
and  payable on the first of every month  thereafter  until both the advance and
premium are retired in full;  and (c) The final  payment will be due and payable
February 1, 2006.

      In addition,  the Company  agreed that,  during the period that is two (2)
years from the date of the Agreement,  in the event there is any dilution of the
stock of the Company, the number of warrants to the Lender shall be increased to
reflect this dilution.

      On May 12,  2005,  the  Company  issued a press  release on the  agreement
attached hereto as an exhibit.



ITEM 9.01      EXHIBITS

99.1           Golden  Phoenix/Schnack  Agreement,  dated  May  10,  2005 by and
               between  Golden  Phoenix Minerals, Inc and William D. and Candida
               Schnack

99.2           Press Release, dated May 12, 2005


                                       2

<PAGE>

                                   SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    May 17, 2005           GOLDEN PHOENIX MINERALS, INC.

                                By:      /s/Steven Craig
                                         ---------------

                                Name:    Steven Craig
                                Title:   Chairman of the Board of Directors and
                                         Interim Chief Executive Officer

                                       3
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SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                               ------------------

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(d) of the
                         SECURITIES EXCHANGE ACT OF 1934

         Date of Report (Date of Earliest Event Reported): May 10, 2005

                          Golden Phoenix Minerals, Inc.
               (Exact Name of Registrant as Specified in Charter)

           Minnesota                     0-22905                 41-1878178
  (State or other jurisdiction         (Commission             (IRS Employer
       of incorporation)              File Number)           Identification No.)

       1675 East Prater Way, #102, Sparks, Nevada               89434
        (Address of principal executive offices)              (Zip code)

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

          (Former Name or Former Address, If Changed Since Last Report)

      Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:

      Written  communications  pursuant to Rule 425 under the Securities Act (17
      CFR 230.425)

      Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
      240.14a-12)

      Pre-commencement  communications  pursuant  to  Rule  14d-2(b)  under  the
      Exchange Act (17 CFR 240.14d-2(b))

      Pre-commencement  communications  pursuant  to  Rule  13e-4(c)  under  the
      Exchange Act (17 CFR 240.13e-4(c))
ITEM  1.01 ENTRY INTO A MATERIAL DEFINITIVE AGREEMENT

      On May 10, 2005,  Golden Phoenix  Minerals,  Inc. (the "Company")  entered
into that certain Golden  Phoenix/Schnack  Agreement (the  "Agreement"),  by and
between the Company and William D. and Candida Schnack (the "Lender").  Pursuant
to the  Agreement,  the Lender shall  advance to the Company  $1,000,000  on the
Company's production and sale of molybdenum  concentrates from its Ashdown mine.
The  advances  are  restricted  to funding  the  re-opening  of the Sylvia  Vein
molybdenum deposit, including, but not limited to, permitting,  bonding, and all
related  costs of driving  drift to the ore face.  Advances will be disbursed in
accordance with the achievement by the Company of pre-approved milestones as set
forth in the  Agreement.  In  consideration  of the  advances,  the Lender  will
receive the  repayment of the advances,  a premium of  $2,000,000  and 1,000,000
two-year  warrants to purchase  common stock of the Company at an exercise price
equal to $0.14 per share.  The advance amount  ($1,000,000)  and premium payment
($2,000,000) will be made in monthly  installments as follows:  (a) 15% of gross
molybdenum  concentrate  sales  produced  from the Ashdown  Mine on the first of
every month starting when production  begins;  (b) Beginning  October 1, 2005, a
minimum  payment of $500,000  or 15% of the gross,  which ever is greater is due
and  payable on the first of every month  thereafter  until both the advance and
premium are retired in full;  and (c) The final  payment will be due and payable
February 1, 2006.

      In addition,  the Company  agreed that,  during the period that is two (2)
years from the date of the Agreement,  in the event there is any dilution of the
stock of the Company, the number of warrants to the Lender shall be increased to
reflect this dilution.

      On May 12,  2005,  the  Company  issued a press  release on the  agreement
attached hereto as an exhibit.

ITEM 9.01      EXHIBITS

99.1           Golden  Phoenix/Schnack  Agreement,  dated  May  10,  2005 by and
               between  Golden  Phoenix Minerals, Inc and William D. and Candida
               Schnack

99.2           Press Release, dated May 12, 2005

                                       2
SIGNATURES

      Pursuant to the  requirements of the Securities  Exchange Act of 1934, the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

Date:    May 17, 2005           GOLDEN PHOENIX MINERALS, INC.

                                By:      /s/Steven Craig
                                         ---------------

                                Name:    Steven Craig
                                Title:   Chairman of the Board of Directors and
                                         Interim Chief Executive Officer

                                       3