Item 3.03. Material Modification to Rights of Security Holders

Effective May 30, 2008, Golden Phoenix Minerals, Inc., a Minnesota corporation ("Company"), and Golden Phoenix Minerals, Inc., a Nevada corporation and wholly-owned subsidiary of the Company ("Subsidiary"), consummated a merger transaction for the specific purpose of changing the Company's state of incorporation from Minnesota to Nevada (the "Reincorporation"). The Reincorporation was undertaken in accordance with the terms and conditions of an Agreement and Plan of Merger entered into by the Company and Subsidiary and accomplished pursuant to filing Articles of Merger in the states of Nevada and Minnesota, designating May 30, 2008, as the effective date of the Reincorporation.

The reincorporation into Nevada transaction, including the terms and provisions therefor, was approved by the Company's board of directors and presented to the shareholders of the Company in the Definitive Proxy Statement filed with the Securities and Exchange Commission on July 27, 2007. Subsequently, the Reincorporation, including the terms and provisions therefor, was duly approved by vote of the Company's shareholders at the 2007 Annual Meeting of Shareholders and by written consent of the Company as the sole stockholder of Subsidiary.

This Articles of Incorporation of Golden Phoenix Minerals, Inc., a Nevada corporation, are filed as Exhibit 3.1 to this Form 8-K. For further information see the Articles of Incorporation of Golden Phoenix Minerals, Inc., a Nevada corporation, attached hereto as Exhibit 3.1.

This Agreement and Plan of Merger is filed as Exhibit 10.1 to this Form 8-K. For further information see the Agreement and Plan of Merger attached hereto as Exhibit 10.1.