As filed with the Securities and                              Page 1 of __ pages
Exchange Commission on April __, 1998                           Reg. No. 0-22905

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


                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Golden Phoenix Minerals, Inc.
             (Exact name of Registrant as specified in its charter)


            Minnesota                                            41-1878178
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)


                      3595 Airway Drive, Reno, Nevada 89511
               (Address of principal offices, including zip code)

                        Market Pulse Consulting Agreement
                            (Full Title of the Plan)


                                 Charles Clayton
                                  527 Marquette
                          Minneapolis, Minnesota 55402
                                 (612) 338-3738
                     (Name and Address of agent for service)
          (Telephone number, including area code for agent for service)


IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]

<PAGE>


                         CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
=====================================================================================================
Title of Each          Amount to be   Proposed Maximum    Proposed Maximum     Amount of
Class of Securities    Registered     Offering Price      Aggregate            of Registration Fee (1)
to be Registered                      Per Share (1)       Offering Price (1)
-----------------------------------------------------------------------------------------------------
<S>                      <C>                <C>               <C>                    <C>    
Common Stock
No par value             130,000            $.50              $65,000                $100.00

Total                                                                                $100.00
=====================================================================================================
</TABLE>

(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the most recent bid price on OTC.

<PAGE>


PROSPECTUS

                          GOLDEN PHOENIX MINERALS, INC.

                         130,000 Shares of Common Stock


THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.



            This Prospectus relates to 130,000 shares (the Shares) of common
stock of Golden Phoenix Minerals, Inc. (the Company). The Shares have been
issued to consultant (the Selling Shareholder) pursuant to the Consulting
Agreement. The Selling Shareholder will be offering the Shares for his own
respective account, and the Company will not receive any part of the proceeds
from the sales (see Selling Shareholder). This Prospectus identifies the Selling
Shareholder with a current intent to sell, and other Selling Shareholders who
hold Shares eligible for sale. Additional Selling Shareholders may be identified
by prospectus supplements.

            The Company has been advised by the Selling Shareholder that there
are not any underwriting arrangements with respect to the sale of the Shares.
The Shares will be sold from time to time in the over-the-counter market at then
prevailing prices or at prices related to the then current market prices or in
private transactions at negotiated prices, and brokerage fees may be paid by the
Selling Shareholders in connection with any sale. The Selling Shareholder will
pay all applicable stock transfer taxes, transfer fees and related fees and
expenses. The Company will bear the cost of preparing and filing the
Registration Statement and Prospectus and all filing fees and legal and
accounting expenses in connection with registration under federal and state
securities laws.



THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS)




                  The Date of this Prospectus is April 27, 1998

<PAGE>


NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.

            The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
proxy statements and other information with the Securities and Exchange
Commission (the Commission). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place,
14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates.

            This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1934 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.


                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE


The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-KSB, for the fiscal year ended
December 31, 1997.

(b) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(c) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d)

<PAGE>


of the Securities Exchange Act of 1934, after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all of the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement. Any such
document so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.


                                   THE COMPANY


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

            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 and Alaska.

            The Company's corporate directors, officers and technical support
team is comprised of 8 former senior management, geological exploration and
development staff members from Santa Fe Pacific Gold Corp. (SFPG) and one senior
exploration manager from Rio Tinto (RTZ/Kennecott). This experienced and diverse
team has in excess of 100 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 SFPG, which was the sixth
largest gold producer in North America before it was purchased by Newmont Gold,
North America's largest gold producer, for $2.2 billion. SFPG discovered and
developed over 28 million ounces of gold reserves with annual production in
excess of 800,000 ounces.

            The Company will provide joint venture opportunities to other
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

<PAGE>


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 can create 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. The technical team that the Company has assembled consists of two
geological engineers with 42 years of combined experience in the economic
evaluation of mining properties, three geologists with 54 years of combined
experience in mineral exploration, one professional land surveyor who is also an
explorationist with 19 years experience, and one landman/lawyer with 15 years
experience in the minerals industry.

            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, state governments, tribal governments,
and 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 Operations". Both types of procedures will
be necessary in the next twelve months. The Company has not yet filed for any of
these permits and cannot guarantee that the regulatory agency will in a timely
manner approve, if at all, the necessary permits. 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 it is initiated.

JOINT VENTURES

            The company has signed an acquisition agreement ("Welsh Agreement")
with J. D. Welsh & Associates ("Welsh") to acquire 100 percent of Welsh's 30
percent interest in the Borealis Mine project in Mineral County, Nevada. The
Company has initially paid Welsh US$250,000 and 50,000 shares of its common
stock (valued at US$2.10) for an initial 25 percent ownership in Welsh's 30
percent participating interest in the Borealis Mine project. The Company can
purchase Welsh's entire interest by completing scheduled payments totaling an
additional US$1.25 Million over the next 3 years. The Company is carried through
positive feasibility after the completion of the Welsh payments. Cambior
Exploration USA, Inc. ("Cambior USA") currently has a 70 percent interest in the
project subject to spending US$7Million over the next 7 years. Cambior is the
operator of the Borealis Mine project. If Cambior fails to make its required
work commitment then the property will revert to 100 percent ownership and
operation by the Company. The Welsh

<PAGE>


Property Agreement is included as exhibit 10.2 of this report.

            An agreement to acquire the property called High-Grade has been
entered into with Kennecott Exploration Company ("Kennecott"), a subsidiary of
Rio Tinto Plc., and will allow the Company to earn-in a 100 percent interest in
the property. Kennecott Exploration has retained a buy-back option at the time a
positive feasibility study is completed. Should Kennecott exercise that option,
they would become mine operator and reimburse the Company 150 percent of 51
percent of its exploration expenditures to enter into a 51 percent-49 percent
joint mining venture; if not, Kennecott would reduce to a 2 percent net smelter
return royalty. The Company has agreed to make a US$1Million work commitment
over 3 years and a cash or stock payment of US$200,000. No other payments are
required. The Kennecott agreement is included as exhibit 10.3 of this report.

FUNDING

            The Company plans to finance its operations through the exercising
of common stock options controlled by key directors of the Company. As part of
the formation of the Company, the Board of Directors resolved to create two
million options with one million at US$2.00 and one million at US$3.00. These
were created respectively in the names of Michael R. Fitzsimonds, president, and
Donald J. McDowell, executive vice president, for the purpose of raising
additional financing as the company needed operating capital for its exploration
and development activities. 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
acquire an interest in the property.

COMPETITION

            Over the last five years the imposition of claim rental fee 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 opened prospective mineral ground for location and acquisition. Recently,
however, mining claim staking by the major mining companies on public lands has
increased and may be signaling a more competitive environment for the Company in
the future.

SEASONAL EFFECTS

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

CAPITAL EQUIPMENT

            The only capital equipment the Company plans to purchase in the next
twelve months will be field vehicles and computer equipment. The field vehicles
will be for staff professionals only, all contractors will provide their own
vehicles. The computer equipment will aid in the analysis of geologic data and
in the preparation of reports for shareholders. The Company will be able to
evaluate and

<PAGE>


make decisions on the economic viability of a mineral property more efficiently
with the appropriate computer equipment and software.

STAFFING

            The Company has expanded its staffing level with three professionals
to cover land issues, resource evaluation and project evaluation during the last
three months of 1997. 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.

ENVIRONMENTAL CONTROLS

            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.

PROPOSED LEGISLATION AFFECTING THE MINING INDUSTRY

            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

<PAGE>


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.

UNCERTAINTY OF DEVELOPMENT AND PROPERTY ECONOMICS

            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 properties
it now holds or which it may acquire in the future contain commercially minable
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
costs; (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
properties the Company owns, leases or acquires contain (or will contain)
commercially minable mineral deposits, and no assurance can be given that the
Company will ever generate a positive cash flow from production operations on
such properties.

UNCERTAINTY OF TITLE

            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 

<PAGE>


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 US$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.

MINING RISKS AND INSURANCE

            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.

UNKNOWN ENVIRONMENTAL LIABILITIES FOR PAST ACTIVITIES

            Mining operations involve a potential risk of releases to soil,
surface water and groundwater of metals, chemicals, fuels, liquids having acidic
properties and

<PAGE>


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.

DEPENDENCE ON KEY PERSONNEL

            The Company is dependent on the services of certain key executives,
including Michael R. Fitzsimonds, President and Chairman of the Board of
Directors; Donald J. McDowell, Executive Vice President; and Daniel T. Taylor
Vice President of Exploration. 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.

RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS

            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 SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH
AMOUNT OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS
THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
HIGH RISK ASSOCIATED WITH THESE SECURITIES.

            Prospective investors should, prior to making an investment,
carefully consider the following risk factors with respect to the Company and
this offering.


                                  RISK FACTORS

(1)         Competition. The business in which the Company is engaged is highly
            competitive and many of the Company's competitors have substantially
            greater resources and experience than the Company.

(2)         No Dividends. The Company has never paid a dividend on its Common
            Stock, and does not intend to pay dividends in the foreseeable
            future. It currently intends to retain substantially all future
            earnings for use in its

<PAGE>


            business.

(3)         Lack of Operating History and Possibility of Operating Losses. The
            Company may incur operating losses and no assurance can be given as
            to the ultimate success or failure of the Company or as to the
            return, if any, that investors will receive on their investments.
            Operating losses could be substantial, in which event investors
            could sustain a total loss of their investment.

(4)         Market Acceptance. The Company's ability to successfully market its
            products will depend upon its acceptance by the community. There can
            be no assurance that the Company will be able to achieve commercial
            acceptance of its mining business.

(5)         Broker-Dealer Sales of Company's Registered Securities. The
            Company's common stock is deemed a "Penny Stock" since the Gross
            assets are less than $4,000,000 and the net assets are less than
            $2,000,000. Therefore the SEC imposes additional sales requirements
            on Broker-Dealers who sell such securities to persons other than
            established customers and accredited investors (generally
            institutions with assets in excess of $5,000,000 or individuals with
            net worths in excess of $1,000,000 or annual income exceeding
            $200,000 or $300,000 jointly with a spouse). In these transactions,
            the Broker-Dealer must make a suitability determination and obtain
            the purchaser's written agreement to the transaction prior to the
            sale. Consequently, the rules may make it more difficult for the
            Brokers to sell the securities or for shareholders to sell in a
            secondary market.

THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.


                                   MANAGEMENT

            The executive officers and Directors of the Company are as follows:

Name                            Age           Position
----                            ---           --------

Michael R. Fitzsimonds          41            President, Director

Daniel T. Taylor                41            Vice President, Director

Donald J. McDowell              37            Executive Vice President, Director

Dennis J. McDowell              37            Secretary, Director

<PAGE>


David A. Caldwell               36            Director

            Michael R. Fitzsimonds, Mr. Fitzsimonds is the President, and a
Director of the Company. He is a Geological Engineer. He has been associated
with Santa Fe Gold Corporation for the past 10 years. He was responsible for
resource evaluation and due diligence on corporate acquisition projects
worldwide. He has experience in the minerals industry with project development
ranging from grass roots exploration to advanced project development and
expertise in resource evaluation.

            Daniel T. Taylor, Mr. Taylor is Vice President and a Director. Mr.
Taylor is a Geologist. He has been associated with Santa Fe Gold Corporation for
the past 10 years in managing exploration and development projects in the
Western United States. He has experience in the minerals industry with project
development ranging from grass roots exploration to advanced project
development.

            Donald J. McDowell, Mr. McDowell is Executive Vice President and a
Director. Mr. McDowell is a professional land surveyor and geologic explorations
with more than 19 years of surveying, mineral exploration and development
experience. He was associated with Santa Fe Gold Corporation for more than 10
years and most recently was a geologic consultant conducting project generation
for the Kennecot/RTZ exploration team.

            Dennis J. McDowell, Mr. McDowell is Secretary and a Director. Mr.
McDowell is Vice President, Regional Director of Stores for Fred Meyer, Inc. and
has worked for that company for the past 12 years.

            David A. Caldwell, Mr. Caldwell is a Director. Mr. Caldwell is a
geologist and geophysicist. He has more than 10 years experience in the minerals
exploration industry, with experience in sulfur, base metal and gold exploration
and development. He had roles in project management and development for Santa Fe
Gold Corporation and Gold Fields Mining Company in Nevada, New Mexico and Texas.
He was a project geologist with Santa Fe Pacific Gold Corporation and is
currently an Officer and Director with Nevada Pacific Gold (US), Inc.

            The directors of the Company are elected annually by the
shareholders for a term of one year or until their successors are elected and
qualified. The officers serve at the pleasure of the Board of Directors.


                              CERTAIN TRANSACTIONS

            As part of the agreement between Mr. McDowell and the other
principles of the Company who make up the Board of Directors, Mr. McDowell
agreed to make available to the Company any of the properties he had located
prior to the formation of the Company. The only property, which was located and
filed with the Federal

<PAGE>


Government and subsequently, QUIT CLAIMED to the company by Mr. McDowell is the
Garamendi property. Four other properties, Long Canyon, Blue Basin, Chisna, and
Chistochina were allowed to lapse and were subsequently staked for mineral
location by the Company. As part of the agreement to bring these properties into
the Company Mr. McDowell would not be compensated monetarily but would retain a
2% NSR on each of the properties if they were put into production.


                                 USE OF PROCEEDS

            The Shares will be offered by the Selling Shareholders for their own
respective accounts and the Company will not receive any part of the proceeds
from the sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.


                              SELLING SHAREHOLDERS

            The following table sets forth for each of the Selling Shareholders
such person's ownership of shares at March 31, 1998, the number of shares being
offered by each person and each person's ownership by number of shares and by
percent of total outstanding shares before and after giving effect to the sale
of all Shares offered.

                    Number of            Percentage of        Percentage after
Name                Shares owned         Shares owned         offering
----                ------------         ------------         --------

Market Pulse        130,000 shares            1%                     1%


                              PLAN OF DISTRIBUTION

            The Shares may be sold from time to time by the Selling Shareholder,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

            The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and

<PAGE>


(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.

            Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution, or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer when applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

            The Selling Shareholders will be subject to anti-fraud and
anti-market manipulation rules under the Securities Exchange Act of 1934 in
connection with this offering. Rules 10b-2, 10b-6 and 10b-7, among others,
effectively prohibit the Selling Shareholders from purchasing the Company's
common stock while the Shares are being offered pursuant to this Prospectus.

            The Company has agreed to indemnify the Selling Shareholders and
underwriters acting of their behalf against certain liabilities under the Act
for material misrepresentations or omissions contained in this Prospectus.

            The laws of certain states may require that sales of the Shares
offered be conducted solely through brokers or dealers registered in those
states.


                            DESCRIPTION OF SECURITIES

            The company has authorized 200,000,000 shares of stock, no par
value, 150,000,000 shares have been designated as common shares, and the
remaining 50,000,000 shares are preferred shares. Each holder of common stock
has one vote per share on all matters voted upon by the shareholders. Such
voting rights are noncumulative so that shareholders holding more than 50% of
the outstanding shares of common stock are able to elect all members of the
Board of Directors. There are no preemptive rights or other rights of
subscription.

<PAGE>


            Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

            The preferred shares are convertible into 10 common shares at a
price of $.10 per share for a period of 10 years. The preferred shares have no
voting power, unless converted into common shares. There are no other
preferences.


                                  LEGAL MATTERS

            Legal matters in connection with this offering of Common Shares will
be passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.


                                     EXPERTS

            The audited financial statements of the Company included in this
prospectus have been examined by the accounting firm of Gary A. LaPalme as set
forth in its report appearing elsewhere herein, and are included in reliance
upon such report and upon the authority of such firms as experts in accounting
and auditing.

<PAGE>


                         FORM S-8 REGISTRATION STATEMENT
                        FOR 1998 CONSULTANT STOCK GRANT
                     ---------------------------------------

                                     PART I.
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, no par value, ("Common Stock") of the Registrant in connection with its
1998 Consultant Stock Plan pursuant to written compensation agreements dated
March 25, 1998 (the Plan).

     A prospectus containing the information specified in Part I of Form S-8
will be sent or given to consultant as specified by Rule 428(b)(1). Such
prospectus is being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.


                                    PART II.
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT


ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-KSB, for the fiscal year ended
December 31, 1997.

(b) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(c) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or

<PAGE>


superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.


ITEM 4 - DESCRIPTION OF SECURITIES.

Not applicable.


ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.


ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Minnesota Statutes, Section 302A.521, contains indemnification
provisions which permits indemnification by a corporation of any officer,
director and affiliated person who was or is a party, or who is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a member, director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as member,
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
and against judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted, or failed to act, in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. All indemnification must be reported to the
shareholders at the next annual meeting. In some instances a court must approve
such indemnification.


ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.


ITEM 8 - EXHIBITS.

Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.


ITEM 9 - UNDERTAKINGS.

<PAGE>


The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

     (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.

     (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the 

<PAGE>


Registrant in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, and will be governed by the final
adjudication of such issue.

            The undersigned registrant undertakes to deliver or cause ot be
delivered with the prospectus to each consultant to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such consultant has received a copy of such report, in which
case the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the consultant. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the registrant for the preceding
fiscal year may be delivered, but within such 120- day period the annual report
for the last fiscal year will be furnished to each consultant.

            The undersigned registrant undertakes to transmit or cause to be
transmitted to all consultants participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.

<PAGE>


                                   SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reno, State of Nevada on
April 21, 1998.


                           /s/
                      ------------------------------------------
                      Michael R. Fitzsimonds, Chief Executive Officer & Director


                           /s/
                      ------------------------------------------
                      Dennis J. McDowell, Chief Financial Officer & Director


Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.

Dated:  April 21, 1998

     /s/
----------------------------------------
Michael R. Fitzsimonds, Director

     /s/
----------------------------------------
Daniel T. Taylor, Director

     /s/
----------------------------------------
Donald J. McDowell, Director

     /s/
----------------------------------------
Dennis J. McDowell, Director

     /s/
----------------------------------------
David A. Caldwell, Director

NO SEAL:

<PAGE>


                                  EXHIBIT INDEX

     Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.



Exhibit No.         Description                           Sequential  Page No.
-----------         -----------                           ----------  --------

4.1                 Consulting Agreement Market Pulse

5.1                 Opinion Letter
[{"type": "S-8", "sequence": "1", "secsgml_size_bytes": 51920}]
{"company-data": {"conformed-name": "GOLDEN PHOENIX MINERALS INC /FA/", "cik": "0001042784", "assigned-sic": "1000", "irs-number": "411878178", "state-of-incorporation": "MN", "fiscal-year-end": "1231"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51069", "film-number": "98601548"}, "business-address": {"street1": "4935 SAN DIEGO COURT", "city": "SPARKS", "state": "NV", "zip": "89346", "phone": "7026264935"}, "mail-address": {"street1": "4935 SAN DIEGO COURT", "city": "SPARKS", "state": "NV", "zip": "89436"}}
As filed with the Securities and                              Page 1 of __ pages
Exchange Commission on April __, 1998                           Reg. No. 0-22905

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

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                             ----------------------

                                    FORM S-8
                             REGISTRATION STATEMENT
                                      UNDER
                           THE SECURITIES ACT OF 1933

                          Golden Phoenix Minerals, Inc.
             (Exact name of Registrant as specified in its charter)

            Minnesota                                            41-1878178
(State or other jurisdiction of                                (IRS Employer
incorporation or organization)                               Identification No.)

                      3595 Airway Drive, Reno, Nevada 89511
               (Address of principal offices, including zip code)

                        Market Pulse Consulting Agreement
                            (Full Title of the Plan)

                                 Charles Clayton
                                  527 Marquette
                          Minneapolis, Minnesota 55402
                                 (612) 338-3738
                     (Name and Address of agent for service)
          (Telephone number, including area code for agent for service)

IF ANY OF THE SECURITIES BEING REGISTERED ON THIS FORM ARE TO BE OFFERED ON A
DELAYED OR CONTINUOUS BASIS PURSUANT TO RULE 415 UNDER THE SECURITIES ACT OF
1933, OTHER THAN SECURITIES OFFERED ONLY IN CONNECTION WITH DIVIDEND OR INTEREST
REINVESTMENT PLANS, CHECK THE FOLLOWING BOX: [ X ]
CALCULATION OF REGISTRATION FEE
=====================================================================================================
Title of Each          Amount to be   Proposed Maximum    Proposed Maximum     Amount of
Class of Securities    Registered     Offering Price      Aggregate            of Registration Fee (1)
to be Registered                      Per Share (1)       Offering Price (1)
-----------------------------------------------------------------------------------------------------
Common Stock
No par value             130,000            $.50              $65,000                $100.00

Total                                                                                $100.00
=====================================================================================================
(1) Estimated solely for purposes of calculating registration fee pursuant to
Rule 457 based upon the most recent bid price on OTC.
PROSPECTUS

                          GOLDEN PHOENIX MINERALS, INC.

                         130,000 Shares of Common Stock

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION NOR HAS THE COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY
OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.

            This Prospectus relates to 130,000 shares (the Shares) of common
stock of Golden Phoenix Minerals, Inc. (the Company). The Shares have been
issued to consultant (the Selling Shareholder) pursuant to the Consulting
Agreement. The Selling Shareholder will be offering the Shares for his own
respective account, and the Company will not receive any part of the proceeds
from the sales (see Selling Shareholder). This Prospectus identifies the Selling
Shareholder with a current intent to sell, and other Selling Shareholders who
hold Shares eligible for sale. Additional Selling Shareholders may be identified
by prospectus supplements.

            The Company has been advised by the Selling Shareholder that there
are not any underwriting arrangements with respect to the sale of the Shares.
The Shares will be sold from time to time in the over-the-counter market at then
prevailing prices or at prices related to the then current market prices or in
private transactions at negotiated prices, and brokerage fees may be paid by the
Selling Shareholders in connection with any sale. The Selling Shareholder will
pay all applicable stock transfer taxes, transfer fees and related fees and
expenses. The Company will bear the cost of preparing and filing the
Registration Statement and Prospectus and all filing fees and legal and
accounting expenses in connection with registration under federal and state
securities laws.

THESE SECURITIES INVOLVE A HIGH DEGREE OF RISK (SEE RISK FACTORS)

                  The Date of this Prospectus is April 27, 1998
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION OTHER THAN THOSE CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH
THE OFFERING DESCRIBED HEREIN AND, IF GIVEN OR MADE, SUCH INFORMATION OR
REPRESENTATION MUST NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY.
THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFERING IN ANY JURISDICTION TO ANY
PERSON TO WHOM SUCH OFFER WOULD BE UNLAWFUL OR AN OFFERING OF ANY SECURITIES
OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES.

            The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 and in accordance with the Act files reports,
proxy statements and other information with the Securities and Exchange
Commission (the Commission). Such reports, proxy statements and other
information concerning the Company can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street N.W.,
Washington, D.C. 20549, and the Commission's Regional offices at 75 Park Place,
14th Floor, New York, New York 100007; 5757 Wilshire Boulevard, Suite 500 East,
Los Angeles, California 90036 and 500 West Madison, Suite 1400, Chicago,
Illinois 60661. Copies of such material can be obtained from such facilities and
the Public Reference Section of the Commission at 450 Fifth Street, N.W.
Washington, D.C. 20549 at prescribed rates.

            This Prospectus, which constitutes part of a registration statement
filed by the Company with the Commission under the Securities Act of 1934 omits
certain of the information contained in the registration statement. Reference is
hereby made to the registration statement and to the exhibits relating thereto
for further information with respect to the Company and the Shares offered.
Statements contained concerning the provisions of documents are not necessarily
complete and, in each instance, reference is made to the copy of such document
filed as an exhibit to the registration statement or otherwise filed with the
Commission. Each statement is qualified in its entirety by such reference.

                 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-KSB, for the fiscal year ended
December 31, 1997.

(b) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(c) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d)
of the Securities Exchange Act of 1934, after the date of this Registration
Statement and prior to the filing of a post-effective amendment indicating that
all of the securities offered hereby have been sold, or deregistering all such
securities then remaining unsold, shall be deemed to be incorporated by
reference and to be a part hereof from the date of filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is incorporated or deemed
incorporated by reference herein modifies or supersedes such statement. Any such
document so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.

                                   THE COMPANY

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

            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 and Alaska.

            The Company's corporate directors, officers and technical support
team is comprised of 8 former senior management, geological exploration and
development staff members from Santa Fe Pacific Gold Corp. (SFPG) and one senior
exploration manager from Rio Tinto (RTZ/Kennecott). This experienced and diverse
team has in excess of 100 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 SFPG, which was the sixth
largest gold producer in North America before it was purchased by Newmont Gold,
North America's largest gold producer, for $2.2 billion. SFPG discovered and
developed over 28 million ounces of gold reserves with annual production in
excess of 800,000 ounces.

            The Company will provide joint venture opportunities to other
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 can create 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. The technical team that the Company has assembled consists of two
geological engineers with 42 years of combined experience in the economic
evaluation of mining properties, three geologists with 54 years of combined
experience in mineral exploration, one professional land surveyor who is also an
explorationist with 19 years experience, and one landman/lawyer with 15 years
experience in the minerals industry.

            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, state governments, tribal governments,
and 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 Operations". Both types of procedures will
be necessary in the next twelve months. The Company has not yet filed for any of
these permits and cannot guarantee that the regulatory agency will in a timely
manner approve, if at all, the necessary permits. 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 it is initiated.

JOINT VENTURES

            The company has signed an acquisition agreement ("Welsh Agreement")
with J. D. Welsh & Associates ("Welsh") to acquire 100 percent of Welsh's 30
percent interest in the Borealis Mine project in Mineral County, Nevada. The
Company has initially paid Welsh US$250,000 and 50,000 shares of its common
stock (valued at US$2.10) for an initial 25 percent ownership in Welsh's 30
percent participating interest in the Borealis Mine project. The Company can
purchase Welsh's entire interest by completing scheduled payments totaling an
additional US$1.25 Million over the next 3 years. The Company is carried through
positive feasibility after the completion of the Welsh payments. Cambior
Exploration USA, Inc. ("Cambior USA") currently has a 70 percent interest in the
project subject to spending US$7Million over the next 7 years. Cambior is the
operator of the Borealis Mine project. If Cambior fails to make its required
work commitment then the property will revert to 100 percent ownership and
operation by the Company. The Welsh
Property Agreement is included as exhibit 10.2 of this report.

            An agreement to acquire the property called High-Grade has been
entered into with Kennecott Exploration Company ("Kennecott"), a subsidiary of
Rio Tinto Plc., and will allow the Company to earn-in a 100 percent interest in
the property. Kennecott Exploration has retained a buy-back option at the time a
positive feasibility study is completed. Should Kennecott exercise that option,
they would become mine operator and reimburse the Company 150 percent of 51
percent of its exploration expenditures to enter into a 51 percent-49 percent
joint mining venture; if not, Kennecott would reduce to a 2 percent net smelter
return royalty. The Company has agreed to make a US$1Million work commitment
over 3 years and a cash or stock payment of US$200,000. No other payments are
required. The Kennecott agreement is included as exhibit 10.3 of this report.

FUNDING

            The Company plans to finance its operations through the exercising
of common stock options controlled by key directors of the Company. As part of
the formation of the Company, the Board of Directors resolved to create two
million options with one million at US$2.00 and one million at US$3.00. These
were created respectively in the names of Michael R. Fitzsimonds, president, and
Donald J. McDowell, executive vice president, for the purpose of raising
additional financing as the company needed operating capital for its exploration
and development activities. 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
acquire an interest in the property.

COMPETITION

            Over the last five years the imposition of claim rental fee 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 opened prospective mineral ground for location and acquisition. Recently,
however, mining claim staking by the major mining companies on public lands has
increased and may be signaling a more competitive environment for the Company in
the future.

SEASONAL EFFECTS

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

CAPITAL EQUIPMENT

            The only capital equipment the Company plans to purchase in the next
twelve months will be field vehicles and computer equipment. The field vehicles
will be for staff professionals only, all contractors will provide their own
vehicles. The computer equipment will aid in the analysis of geologic data and
in the preparation of reports for shareholders. The Company will be able to
evaluate and
make decisions on the economic viability of a mineral property more efficiently
with the appropriate computer equipment and software.

STAFFING

            The Company has expanded its staffing level with three professionals
to cover land issues, resource evaluation and project evaluation during the last
three months of 1997. 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.

ENVIRONMENTAL CONTROLS

            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.

PROPOSED LEGISLATION AFFECTING THE MINING INDUSTRY

            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.

UNCERTAINTY OF DEVELOPMENT AND PROPERTY ECONOMICS

            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 properties
it now holds or which it may acquire in the future contain commercially minable
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
costs; (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
properties the Company owns, leases or acquires contain (or will contain)
commercially minable mineral deposits, and no assurance can be given that the
Company will ever generate a positive cash flow from production operations on
such properties.

UNCERTAINTY OF TITLE

            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 US$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.

MINING RISKS AND INSURANCE

            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.

UNKNOWN ENVIRONMENTAL LIABILITIES FOR PAST ACTIVITIES

            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.

DEPENDENCE ON KEY PERSONNEL

            The Company is dependent on the services of certain key executives,
including Michael R. Fitzsimonds, President and Chairman of the Board of
Directors; Donald J. McDowell, Executive Vice President; and Daniel T. Taylor
Vice President of Exploration. 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.

RISKS ASSOCIATED WITH POSSIBLE ACQUISITIONS

            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 SECURITIES REGISTERED HEREBY ARE SPECULATIVE, INVOLVE A HIGH
AMOUNT OF RISK, AND SHOULD BE PURCHASED ONLY BY PERSONS WHO CAN AFFORD TO LOS
THEIR ENTIRE INVESTMENT. PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE
HIGH RISK ASSOCIATED WITH THESE SECURITIES.

            Prospective investors should, prior to making an investment,
carefully consider the following risk factors with respect to the Company and
this offering.

                                  RISK FACTORS

(1)         Competition. The business in which the Company is engaged is highly
            competitive and many of the Company's competitors have substantially
            greater resources and experience than the Company.

(2)         No Dividends. The Company has never paid a dividend on its Common
            Stock, and does not intend to pay dividends in the foreseeable
            future. It currently intends to retain substantially all future
            earnings for use in its
business.

(3)         Lack of Operating History and Possibility of Operating Losses. The
            Company may incur operating losses and no assurance can be given as
            to the ultimate success or failure of the Company or as to the
            return, if any, that investors will receive on their investments.
            Operating losses could be substantial, in which event investors
            could sustain a total loss of their investment.

(4)         Market Acceptance. The Company's ability to successfully market its
            products will depend upon its acceptance by the community. There can
            be no assurance that the Company will be able to achieve commercial
            acceptance of its mining business.

(5)         Broker-Dealer Sales of Company's Registered Securities. The
            Company's common stock is deemed a "Penny Stock" since the Gross
            assets are less than $4,000,000 and the net assets are less than
            $2,000,000. Therefore the SEC imposes additional sales requirements
            on Broker-Dealers who sell such securities to persons other than
            established customers and accredited investors (generally
            institutions with assets in excess of $5,000,000 or individuals with
            net worths in excess of $1,000,000 or annual income exceeding
            $200,000 or $300,000 jointly with a spouse). In these transactions,
            the Broker-Dealer must make a suitability determination and obtain
            the purchaser's written agreement to the transaction prior to the
            sale. Consequently, the rules may make it more difficult for the
            Brokers to sell the securities or for shareholders to sell in a
            secondary market.

THIS LIST OF RISK FACTORS MAY NOT BE COMPREHENSIVE. EACH INVESTOR IS CAUTIONED
AND ADVISED TO MAKE HIS OWN INQUIRIES AND ANALYSIS WITH RESPECT TO THE CURRENT
AND PROPOSED BUSINESS OF THE COMPANY.

                                   MANAGEMENT

            The executive officers and Directors of the Company are as follows:

Name                            Age           Position
----                            ---           --------

Michael R. Fitzsimonds          41            President, Director

Daniel T. Taylor                41            Vice President, Director

Donald J. McDowell              37            Executive Vice President, Director

Dennis J. McDowell              37            Secretary, Director
David A. Caldwell               36            Director

            Michael R. Fitzsimonds, Mr. Fitzsimonds is the President, and a
Director of the Company. He is a Geological Engineer. He has been associated
with Santa Fe Gold Corporation for the past 10 years. He was responsible for
resource evaluation and due diligence on corporate acquisition projects
worldwide. He has experience in the minerals industry with project development
ranging from grass roots exploration to advanced project development and
expertise in resource evaluation.

            Daniel T. Taylor, Mr. Taylor is Vice President and a Director. Mr.
Taylor is a Geologist. He has been associated with Santa Fe Gold Corporation for
the past 10 years in managing exploration and development projects in the
Western United States. He has experience in the minerals industry with project
development ranging from grass roots exploration to advanced project
development.

            Donald J. McDowell, Mr. McDowell is Executive Vice President and a
Director. Mr. McDowell is a professional land surveyor and geologic explorations
with more than 19 years of surveying, mineral exploration and development
experience. He was associated with Santa Fe Gold Corporation for more than 10
years and most recently was a geologic consultant conducting project generation
for the Kennecot/RTZ exploration team.

            Dennis J. McDowell, Mr. McDowell is Secretary and a Director. Mr.
McDowell is Vice President, Regional Director of Stores for Fred Meyer, Inc. and
has worked for that company for the past 12 years.

            David A. Caldwell, Mr. Caldwell is a Director. Mr. Caldwell is a
geologist and geophysicist. He has more than 10 years experience in the minerals
exploration industry, with experience in sulfur, base metal and gold exploration
and development. He had roles in project management and development for Santa Fe
Gold Corporation and Gold Fields Mining Company in Nevada, New Mexico and Texas.
He was a project geologist with Santa Fe Pacific Gold Corporation and is
currently an Officer and Director with Nevada Pacific Gold (US), Inc.

            The directors of the Company are elected annually by the
shareholders for a term of one year or until their successors are elected and
qualified. The officers serve at the pleasure of the Board of Directors.

                              CERTAIN TRANSACTIONS

            As part of the agreement between Mr. McDowell and the other
principles of the Company who make up the Board of Directors, Mr. McDowell
agreed to make available to the Company any of the properties he had located
prior to the formation of the Company. The only property, which was located and
filed with the Federal
Government and subsequently, QUIT CLAIMED to the company by Mr. McDowell is the
Garamendi property. Four other properties, Long Canyon, Blue Basin, Chisna, and
Chistochina were allowed to lapse and were subsequently staked for mineral
location by the Company. As part of the agreement to bring these properties into
the Company Mr. McDowell would not be compensated monetarily but would retain a
2% NSR on each of the properties if they were put into production.

                                 USE OF PROCEEDS

            The Shares will be offered by the Selling Shareholders for their own
respective accounts and the Company will not receive any part of the proceeds
from the sale. The principal reason for this offering is to allow the Selling
Shareholders to offer their Shares pursuant to an effective registration
statement as required in certain agreements between the Company and the Selling
Shareholders.

                              SELLING SHAREHOLDERS

            The following table sets forth for each of the Selling Shareholders
such person's ownership of shares at March 31, 1998, the number of shares being
offered by each person and each person's ownership by number of shares and by
percent of total outstanding shares before and after giving effect to the sale
of all Shares offered.

                    Number of            Percentage of        Percentage after
Name                Shares owned         Shares owned         offering
----                ------------         ------------         --------

Market Pulse        130,000 shares            1%                     1%

                              PLAN OF DISTRIBUTION

            The Shares may be sold from time to time by the Selling Shareholder,
or by pledgees, donees, transferees or other successors in interest. Such sales
may be made in the over-the-counter market, or otherwise, at prices and at terms
then prevailing or at prices related to the then current market price, or in
negotiated transactions.

            The Shares may be sold in one or more of the following ways:

(a) a block trade in which the broker or dealer so engaged will attempt to sell
the Shares as agent but may position and resell a portion of the block as
principal to facilitate the transaction;

(b) purchases by a broker or dealer as principal and resale by such broker or
dealer for its account pursuant to this Prospectus; and
(c) ordinary brokerage transactions and transactions in which the broker
solicits purchasers. In effecting sales brokers or dealers engaged by the
Selling Shareholders may arrange for other brokers or dealers to participate.
Brokers or dealers will receive commissions or discounts from the Selling
Shareholders in amounts to be negotiated immediately prior to sale. Such brokers
or dealers and any other participating brokers or dealers may be deemed to be
"underwriters" within the meaning of the Securities Act of 1933 in connection
with such sales. In addition, any securities covered by this Prospectus which
qualify for sale pursuant to Rule 144 may be sold under Rule 144 rather than
pursuant to this Prospectus.

            Upon the Company being notified by a Selling Shareholder that any
material arrangement has been entered into with a broker-dealer for the sale of
Shares through a block trade, special offering, exchange distribution, or
secondary distribution or a purchase by a broker or dealer, a supplemented
prospectus will be filed, if required, pursuant to Rule 424(c) under the Act,
disclosing (i) the name of each such Selling Shareholder and of the
participating broker-dealer, (ii) the number of shares involved, (iii) the price
at which such Shares were sold, (iv) the commissions paid or discounts or
concessions allowed to such broker-dealer when applicable, (v) that such
broker-dealer did not conduct any investigation to verify the information set
out or incorporated by reference in this Prospectus and (vi) other facts
material to the transaction.

            The Selling Shareholders will be subject to anti-fraud and
anti-market manipulation rules under the Securities Exchange Act of 1934 in
connection with this offering. Rules 10b-2, 10b-6 and 10b-7, among others,
effectively prohibit the Selling Shareholders from purchasing the Company's
common stock while the Shares are being offered pursuant to this Prospectus.

            The Company has agreed to indemnify the Selling Shareholders and
underwriters acting of their behalf against certain liabilities under the Act
for material misrepresentations or omissions contained in this Prospectus.

            The laws of certain states may require that sales of the Shares
offered be conducted solely through brokers or dealers registered in those
states.

                            DESCRIPTION OF SECURITIES

            The company has authorized 200,000,000 shares of stock, no par
value, 150,000,000 shares have been designated as common shares, and the
remaining 50,000,000 shares are preferred shares. Each holder of common stock
has one vote per share on all matters voted upon by the shareholders. Such
voting rights are noncumulative so that shareholders holding more than 50% of
the outstanding shares of common stock are able to elect all members of the
Board of Directors. There are no preemptive rights or other rights of
subscription.
Each share of common stock is entitled to participate equally in
dividends as and when declared by the Board of Directors of the company out of
funds legally available, and is entitled to participate equally in the
distribution of assets in the event of liquidation. All shares, when issued and
fully paid, are nonassessable and are not subject to redemption or conversion
and have no conversion rights.

            The preferred shares are convertible into 10 common shares at a
price of $.10 per share for a period of 10 years. The preferred shares have no
voting power, unless converted into common shares. There are no other
preferences.

                                  LEGAL MATTERS

            Legal matters in connection with this offering of Common Shares will
be passed upon for the Company by Charles Clayton, Attorney at Law, Minneapolis,
Minnesota.

                                     EXPERTS

            The audited financial statements of the Company included in this
prospectus have been examined by the accounting firm of Gary A. LaPalme as set
forth in its report appearing elsewhere herein, and are included in reliance
upon such report and upon the authority of such firms as experts in accounting
and auditing.
FORM S-8 REGISTRATION STATEMENT
                        FOR 1998 CONSULTANT STOCK GRANT
                     ---------------------------------------

                                     PART I.
                INFORMATION REQUIRED IN SECTION 10(A) PROSPECTUS

     This Registration Statement is filed with the Securities and Exchange
Commission (the "Commission") for the purpose of registering shares of common
stock, no par value, ("Common Stock") of the Registrant in connection with its
1998 Consultant Stock Plan pursuant to written compensation agreements dated
March 25, 1998 (the Plan).

     A prospectus containing the information specified in Part I of Form S-8
will be sent or given to consultant as specified by Rule 428(b)(1). Such
prospectus is being filed with the Commission either as part of this
Registration Statement or as prospectuses or prospectus supplements pursuant to
Rule 424.

                                    PART II.
                 INFORMATION REQUIRED IN REGISTRATION STATEMENT

ITEM 3 - INCORPORATION OF DOCUMENTS BY REFERENCE.

The following documents are incorporated by reference into this Registration
Statement, and are made a part hereof:

(a) The Registrant's annual report on Form 10-KSB, for the fiscal year ended
December 31, 1997.

(b) [All other reports filed pursuant to Section 13(a) or 15(d) of the
Securities Exchange Act of 1934, as amended, since the end of such fiscal year].

(c) All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14
or 15(d) of the Securities Exchange Act of 1934, after the date of this
Registration Statement and prior to the filing of a post-effective amendment
indicating that all of the securities offered hereby have been sold, or
deregistering all such securities then remaining unsold, shall be deemed to be
incorporated by reference and to be a part hereof from the date of filing of
such documents. Any statement contained in a document incorporated or deemed to
be incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document which also is
incorporated or deemed incorporated by reference herein modifies or supersedes
such statement. Any such document so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.

ITEM 4 - DESCRIPTION OF SECURITIES.

Not applicable.

ITEM 5 - INTERESTS OF NAMED EXPERTS AND COUNSEL.

Not applicable.

ITEM 6 - INDEMNIFICATION OF OFFICERS AND DIRECTORS.

     The Minnesota Statutes, Section 302A.521, contains indemnification
provisions which permits indemnification by a corporation of any officer,
director and affiliated person who was or is a party, or who is threatened to be
made a party to any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative, by reason of the fact
that he is or was a member, director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as member,
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses, including attorney's fees,
and against judgments, fines and amounts paid in settlement actually and
reasonably incurred by him in connection with such action, suit or proceeding if
he acted, or failed to act, in good faith and in a manner he reasonably believed
to be in or not opposed to the best interests of the corporation and, with
respect to any criminal action or proceeding, had no reasonable cause to believe
his conduct was unlawful. All indemnification must be reported to the
shareholders at the next annual meeting. In some instances a court must approve
such indemnification.

ITEM 7 - EXEMPTION FROM REGISTRATION CLAIMED.

Not applicable.

ITEM 8 - EXHIBITS.

Reference is made to the Exhibit Index which is included on page __ of this
Registration Statement following the Signature Page.

ITEM 9 - UNDERTAKINGS.
The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement to include any
additional or changed material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement:

     (i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;

     (ii) to reflect in the prospectus any facts or events arising after the
effective date of the registration statement (or the most recent post-effective
amendment) which individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement.

     (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.

(2) That, for purposes of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be treated as a new registration
statement relating to the securities offered herein, and shall treat the
offering of such securities at that time as the initial bona fide offering
thereof.

(3) To remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
offering.

(4) That for purposes of determining any liability under the Securities Act of
1933, each filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934, (and where applicable,
each filing of an employee benefit plan's annual report pursuant to Section
15(d) of the Securities Exchange Act of 1934) that is incorporated by reference
in the Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.

(5) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions set forth in Item 6 hereof or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933, and is therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by Registrant
of expenses incurred or paid by a director, officer or controlling person of the
Registrant in the successful defense of any action, suit or proceeding) is
asserted by such director, officer or controlling person of the
Registrant in connection with the securities being registered, the Registrant
will, unless in the opinion of its counsel the matter has been settled by
controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Securities Act of 1933, and will be governed by the final
adjudication of such issue.

            The undersigned registrant undertakes to deliver or cause ot be
delivered with the prospectus to each consultant to whom the prospectus is sent
or given a copy of the registrant's annual report to stockholders for its last
fiscal year, unless such consultant has received a copy of such report, in which
case the registrant shall state in the prospectus that it will promptly furnish,
without charge, a copy of such report on written request of the consultant. If
the last fiscal year of the registrant has ended within 120 days prior to the
use of the prospectus, the annual report of the registrant for the preceding
fiscal year may be delivered, but within such 120- day period the annual report
for the last fiscal year will be furnished to each consultant.

            The undersigned registrant undertakes to transmit or cause to be
transmitted to all consultants participating in the plan who do not otherwise
receive such material as stockholders of the registrant, at the time and in the
manner such material is sent to stockholders, copies of all reports, proxy
statements and other communications distributed to its stockholders generally.
SIGNATURES

            Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing a registration statement on Form S-8 and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Reno, State of Nevada on
April 21, 1998.

                           /s/
                      ------------------------------------------
                      Michael R. Fitzsimonds, Chief Executive Officer & Director

                           /s/
                      ------------------------------------------
                      Dennis J. McDowell, Chief Financial Officer & Director

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed by the following persons in the capacities and on the
date indicated. Each Officer and Director may execute a separate signature page
and when all of the separate pages are put together, they shall be construed as
one signature page as if all of the Officers and Directors had signed on one
page.

Dated:  April 21, 1998

     /s/
----------------------------------------
Michael R. Fitzsimonds, Director

     /s/
----------------------------------------
Daniel T. Taylor, Director

     /s/
----------------------------------------
Donald J. McDowell, Director

     /s/
----------------------------------------
Dennis J. McDowell, Director

     /s/
----------------------------------------
David A. Caldwell, Director

NO SEAL:
EXHIBIT INDEX

     Exhibit numbers are in accordance with the Exhibit Table in Item 601 of
Regulation S-K.

Exhibit No.         Description                           Sequential  Page No.
-----------         -----------                           ----------  --------

4.1                 Consulting Agreement Market Pulse

5.1                 Opinion Letter