Attached files

file filename
EX-23.1 - CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM - HJ & ASSOCIATES, LLC - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex23.htm
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex31-2.htm
EX-31.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER PURSUANT TO SECTION 302 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex31-1.htm
EX-10.44 - ASSIGNMENT AGREEMENT FOR PORTION OPTION TO REPURCHASE CRESTVIEW WARRANTS DATED DECEMBER 15, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex10-44.htm
EX-10.37 - CONSULTING AGREEMENT BETWEEN THE COMPANY AND J. ROLAND VETTER, DATED JULY 1, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex10-37.htm
EX-10.35 - OPTION AGREEMENT BETWEEN THE COMPANY AND MHAKARI GOLD (NEVADA) INC., DATED JULY 6, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex10-35.htm
EX-10.36 - ASSET PURCHASE AGREEMENT BETWEEN THE COMPANY AND MHAKARI GOLD (NEVADA) INC., DATED JULY 6, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231ex10-36.htm
10-K - GOLDEN PHOENIX MINERALS, INC. FORM 10-K DECEMBER 31, 2010 - GOLDEN PHOENIX MINERALS INCgpxm10k20101231.htm


EXHIBIT 32

CERTIFICATION PURSUANT TO
18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

     In connection with the annual report of Golden Phoenix Minerals, Inc. (the “Company”) on Form 10-K for the period ended December 31, 2010 as filed with the Securities and Exchange Commission on the date hereof (the “Report”). We, Thomas Klein, Chief Executive Officer, and J. Roland Vetter, Chief Financial Officer, of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that, to the best of our knowledge:

 
(1)
the Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
 
 
(2)
the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

Dated:  March 29, 2011
/s/ Thomas Klein  
 
Thomas Klein
 
Chief Executive Officer
 
(Principal Executive Officer)
     
Dated:  March 29, 2011
/s/ J. Roland Vetter  
 
J. Roland Vetter
 
Chief Financial Officer
 
(Principal Financial Officer and
 
Principal Accounting Officer)