SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

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

                                    FORM 8-K

                                 CURRENT REPORT

                     PURSUANT TO SECTION 13 OR 15(D) OF THE
                         SECURITIES EXCHANGE ACT OF 1934

       Date of Report (Date of Earliest Event Reported): JANUARY 31, 2005

                          GOLDEN PHOENIX MINERALS, INC.
               (Exact Name of Registrant as Specified in Charter)

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

        1675 EAST RIVER PRATER WAY, SPARKS, NEVADA               89434
         (Address of principal executive offices)              (Zip code)

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


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

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

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

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

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

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


ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS

      On January 31, 2005,  Golden Phoenix  Minerals,  Inc. (the "Company") sold
its 30% interest in the  Borealis  Gold Project to Borealis  Mining  Company,  a
wholly-owned  subsidiary  of  Gryphon  Gold  Corporation  for a  series  of cash
payments totaling $1,400,000.  Borealis Mining Company paid the Company $400,000
on January 31,  2005 and will be  obligated  to make  payments to the Company of
$250,000  every  ninety (90) days.  The  Company  obtained  its  interest in the
Borealis  Gold  Project  pursuant to a previous  joint  venture  agreement  with
Gryphon Gold  Corporation.  With the  purchase of the  Company's  30%  interest,
Gryphon Gold Corporation owns 100% of the Borealis Gold Project. Gryphon Gold is
guaranteeing  Borealis  Mining  Company's  payment  obligation to the Company by
depositing fifteen percent (15%) of Borealis Mining Company's capital stock into
an escrow account.

                                       2


                                   SIGNATURES

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

Date:    February 10, 2005         GOLDEN PHOENIX MINERALS, INC.

                                   By:    /s/ Jeffrey P. Tissier
                                          -------------------------------------
                                   Name:  Jeffrey P. Tissier
                                   Title: Co-Chairman of the Board of Directors


                                       3