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EXCEL - IDEA: XBRL DOCUMENT - GOLDEN PHOENIX MINERALS INCFinancial_Report.xls
EX-31.2 - CERTIFICATION OF CHIEF FINANCIAL OFFICER PURSUANT TO SECTION 302. - GOLDEN PHOENIX MINERALS INCgoldenexh312.htm
EX-31.1 - CERTIFICATION OF PRINCIPAL EXECUTIVE OFFICER PURSUANT TO SECTION 302. - GOLDEN PHOENIX MINERALS INCgoldenexh311.htm
EX-32.1 - CERTIFICATION OF CHIEF EXECUTIVE OFFICER AND CHIEF FINANCIAL OFFICER PURSUANT TO 18 U.S.C. SECTION 1350. - GOLDEN PHOENIX MINERALS INCgoldenexh321.htm


UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 10-Q

(Mark One)
 
x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period Ended June 30, 2014
 
¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from _____ to _____.
 

Commission File No. 000-22905

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

Nevada
41-1878178
(State or Other Jurisdiction Of Incorporation or Organization)
(I.R.S. Employer Identification Number)
   
125 East Main St., Suite 602, American Fork, UT
84003
(Address of Principal Executive Offices)
(Zip Code)

Registrant’s telephone number, including area code (801) 418-9378
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and (2) has been subject to such filing requirements for the past 90 days.  Yes x     No ¨

Indicate by checkmark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes x      No ¨

Indicate by checkmark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-3 of the Exchange Act.  (Check one):

Large accelerated filer
¨
Accelerated filer
¨
Non-accelerated filer
¨
Smaller reporting company
x
(Do not check if a smaller reporting company)
   

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act.  Yes ¨     No x

As of August 12, 2014 there were 456,773,907 outstanding shares of the registrant’s common stock.

 
 

 

GOLDEN PHOENIX MINERALS, INC.

FORM 10-Q INDEX
QUARTER ENDED JUNE 30, 2014

 
Page Number
   
PART I – FINANCIAL INFORMATION
 
   
Item 1.  Financial Statements
 
   
   Condensed Consolidated Balance Sheets as of June 30, 2014 (Unaudited) and December 31, 2013
3
   
   Condensed Consolidated Statements of Operations for the Three Months and Six Months Ended June 30, 2014 and 2013 (Unaudited)
4
   
   Condensed Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2014 and 2013 (Unaudited)
5
   
   Notes to Condensed Consolidated Financial Statements (Unaudited)
6
   
   Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations
19
   
   Item 3.  Quantitative and Qualitative Disclosures About Market Risk
28
   
   Item 4.  Controls and Procedures
28
   
PART II – OTHER INFORMATION
 
   
   Item 1.  Legal Proceedings
29
   
   Item 1A.  Risk Factors
30
   
   Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds
30
   
   Item 3.  Defaults Upon Senior Securities
30
   
   Item 4.  Mine Safety Disclosures
30
   
   Item 5.  Other Information
30
   
   Item 6.  Exhibits
31
   
   Signature Page
32

 
2

 
 
PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDEN PHOENIX MINERALS, INC.
Condensed Consolidated Balance Sheets

   
June 30,
2014
    December 31,
2013
 
   
(Unaudited)
       
ASSETS
           
             
Current assets:
           
Cash
  $ 1,337,678     $ 4,925  
Prepaid expenses and other current assets
    217,928       2,515  
Marketable securities
    -       -  
Total current assets
    1,555,606       7,440  
                 
Property and equipment, net (substantially all held for sale)
    532       988  
                 
Debt issuance costs
    -       4,719  
                 
    $ 1,556,138     $ 13,147  
                 
LIABILITIES AND STOCKHOLDERS’ DEFICIT
               
                 
Current liabilities:
               
Accounts payable
  $ 793,948     $ 1,480,154  
Accrued liabilities
    330,780       493,337  
Accrued interest payable
    17,837       108,738  
Notes payable
    1,353,223       1,561,124  
Amounts due to related party
    115,066       115,066  
Deposits
    -       31,000  
Derivative liability
    -       136,765  
Total current liabilities
    2,610,854       3,926,184  
                 
Commitments and contingencies
               
                 
Stockholders’ deficit:
               
Preferred stock, no par value, 50,000,000 shares authorized, none issued
    -       -  
Common stock; $0.001 par value, 800,000,000 shares authorized, 456,773,907 and 401,082,293 shares issued and outstanding, respectively
    456,774       401,082  
Additional paid-in capital
    58,759,953       58,398,611  
Treasury stock, 415,392 shares at cost
    (49,008 )     (49,008 )
Accumulated deficit
    (60,222,435 )     (62,663,722 )
Total stockholders’ deficit
    (1,054,716 )     (3,913,037 )
                 
    $ 1,556,138     $ 13,147  
 
See accompanying notes to condensed consolidated financial statements

 
3

 

GOLDEN PHOENIX MINERALS, INC.
Condensed Consolidated Statements of Operations
(Unaudited)

   
Three Months Ended
June 30,
   
Six Months Ended
June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Revenues
  $ -     $ -     $ -     $ -  
                                 
Operating costs and expenses:
                               
Exploration and evaluation expenses
    85,066       81,700       117,566       122,300  
General and administrative expenses
    149,085       149,528       276,539       304,135  
Depreciation and amortization expense
    228       628       456       4,711  
                                 
Total operating costs and expenses
    234,379       231,856       394,560       431,146  
                                 
Loss from operations
    (234,379 )     (231,856 )     (394,561 )     (431,146 )
                                 
Other income (expense):
                               
Interest and other income
    211       14       211       48  
Interest expense
    (1,976 )     (11,115 )     (45,282 )     (17,408 )
Loss on derivative liability
    -       (57,294 )     (445,881 )     (57,294 )
Foreign currency gain (loss)
    (7,346 )     7,446       807       12,135  
Gain on disposition of assets
    2,260,349       -       2,509,885       -  
Gain on extinguishment of debt
    313,043       1,600       816,108       35,039  
                                 
Total other income (expense)
    2,564,281       (59,349 )     2,835,848       (27,480 )
                                 
Income (loss) before income taxes
    2,329,902       (291,205 )     2,441,287       (458,626 )
Provision for income taxes
    -       -       -       -  
                                 
Net income (loss)
  $ 2,329,902     $ (291,205 )   $ 2,441,287     $ (458,626 )
                                 
 Income (loss) per common share:                                
   Basic
  $ 0.01     $ (0.00 )   $ 0.01     $ (0.00 )
   Diluted
  $ 0.01     $ (0.00 )   $ 0.01     $ (0.00 )
                                 
 Weighted average number of common shares outstanding:                                
Basic
    451,298,074       381,502,066       442,741,935       375,848,287  
   Diluted
    455,790,382       381,502,066       447,747,649       375,848,287  
 
See accompanying notes to condensed consolidated financial statements
 
 
4

 
 
GOLDEN PHOENIX MINERALS, INC.
Condensed Consolidated Statements of Cash Flows
(Unaudited)
   
Six Months Ended
June 30,
 
   
2014
   
2013
 
Cash flows from operating activities:
           
Net income (loss)
  $ 2,441,287     $ (458,626 )
Adjustments to reconcile net income (loss) to net cash used in operating activities:
               
Depreciation and amortization expense
    456       4,711  
Stock-based compensation
    -       2,283  
Common stock issued for exploration and evaluation expenses
    35,300       -  
Common stock issued for services
    5,250       -  
Amortization of debt issuance costs to interest expense
    4,719       284  
Amortization of debt discount to interest expense
    12,626       4,173  
Loss on derivative liability
    445,881       57,294  
Gain on disposition of assets
    (2,509,885 )     -  
Gain on extinguishment of debt
    (816,108 )     (35,039 )
Changes in operating assets and liabilities:
               
(Increase) decrease in prepaid expenses and other current assets
    (215,413 )     4,678  
Increase (decrease) in accounts payable
    (364,158 )     22,571  
Increase (decrease) in accrued liabilities
    (137,012 )     112,275  
                 
Net cash used in operating activities
    (1,097,057 )     (285,396 )
                 
Cash flows from investing activities:
               
    Proceeds from the disposition of assets, net of fees and costs
    2,478,885       -  
                 
Net cash provided by investing activities
    2,478,885       -  
                 
Cash flows from financing activities:
               
Proceeds from the issuance of common stock
    10,000       -  
Proceeds from the issuance of debt
    -       42,500  
Payment of debt issuance costs
    -       (3,000 )
Payments of notes payable
    (59,075 )     (5,595 )
                 
Net cash provided by (used in) financing activities
    (49,075 )     33,905  
                 
Net increase (decrease) in cash
    1,332,753       (251,491 )
Cash, beginning of the period
    4,925       287,704  
                 
Cash, end of the period
  $ 1,337,678     $ 36,213  
 
See accompanying notes to condensed consolidated financial statements
 
 
5

 
 
GOLDEN PHOENIX MINERALS, INC.
Notes to Condensed Consolidated Financial Statements
Six Months Ended June 30, 2014
(Unaudited)

  NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

Golden Phoenix Minerals, Inc. (the “Company” or “Golden Phoenix”) is a mineral exploration and development company engaged in acquiring mineral properties with potential production and future growth through exploration discoveries.  Pending requisite funding, our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects.  Our current efforts are focused on our properties in Nevada.

The Company was formed in Minnesota on June 2, 1997.  On May 30, 2008, the Company reincorporated in Nevada.

The accompanying condensed consolidated financial statements include the accounts of the Company and of Ra Minerals, Inc. (“Ra Minerals”), a wholly owned subsidiary.  All intercompany accounts and balances have been eliminated in consolidation.

The interim financial information of the Company as of June 30, 2014 and for the three months and six months ended June 30, 2014 and 2013 is unaudited, and the balance sheet as of December 31, 2013 is derived from audited financial statements.  The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements.  Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles.  The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013.  In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made.  All such adjustments are of a normal recurring nature.  The results of operations for the three months and six months ended June 30, 2014 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2014.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2013.

Certain amounts in the condensed consolidated financial statements for the three and six months ended June 30, 2013 have been reclassified to conform to the current period presentation.

NOTE 2 – GOING CONCERN

Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $60,222,435 and a total stockholders’ deficit of $1,054,716 at June 30, 2014.  We currently have no operating revenues.
 
 
6

 
 
We completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000 on April 23, 2014, net of certain fees and taxes.  This funding will help capitalize the Company, extinguish certain liabilities and provide working capital to commence planned exploration activities on our joint-ventured Nevada properties.

As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition of our Nevada mineral properties.  None of these mineral properties currently have proven or probable reserves.  We believe we will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects.  There can be no assurance that we will be successful in raising the required capital at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.  These factors and our negative working capital position together raise substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – MINERAL PROPERTIES

Our current efforts are focused on our mining properties in Nevada.  Because of lack of funds and scaling back our operations, we allowed the remainder of our mineral property claims interests to lapse in 2013.

Mhakari Properties

Vanderbilt

The Vanderbilt property is within 4 miles of the town of Silver Peak, Nevada and highway 265 via Coyote Road.  It is comprised of 44 claims, plus 3 patented claims and is located on the southern flank of Mineral Ridge and is within the Silver Peak Range.  The Vanderbilt property is within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east.  Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010, resulting in average grades of 2.1 g/t gold and 58.6 g/t silver.  Phase II exploration program (below ground) in the old mine workings was commenced during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin in the near term as funding permits.

Coyote Fault/Coyote Fault Extension

The Coyote Fault/Coyote Fault Extension claims are within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road.  They are comprised of 110 contiguous claims and are also located in the middle of the Walker Lane tectonic belt with Sierra Block uplift to the west and the Basin and Range to the east.  The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range.  Phase I geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group (38 claims) in December 2010, which identified a new potential gold exploration target.  Geological mapping of the Coyote Extension claim group (72 claims) is planned for the near term as funding permits.
 
 
7

 
 
Amended and Restated Option Agreement

On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari Gold (Nevada) Inc. (“Mhakari”) with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties.

Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari:

Cash payments: $25,500, payable $20,000 upon execution of the agreement and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement.

Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; and an additional 5,000,000 shares on the 12 month anniversary of the agreement.

Work commitment:  $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement.  Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties.

Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture.  In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties.

As of the date of filing this report, we are current on our obligations under the Amended and Restated Option Agreement.

North Springs Properties

The North Springs Properties consist of a large, bulk-tonnage and a high-grade vein-shear hosted gold system located along the western margin of the Mineral Ridge Mining District, approximately 8 miles west of the town of Silver Peak and 3 miles west of the Mineral Ridge open pit and underground mines.  This property consists of 16 unpatented lode mining claims comprised of 320 acres.

Both the North Springs Properties and the Mineral Ridge deposits are situated along a regional northwest trending, large anticline known as the Mineral Ridge Metamorphic Core Complex. This complex contains extensive high-grade gold veins (52 miles of underground workings on low-angle veins) and stacked, low angle, shear zones, which has been open pit mined in several deposits.  The North Springs Properties occupies very similar geology, alteration and mineralization, geochemistry and structural setting to the Mineral Ridge deposits. Sampling to date has identified gold mineralization up to 0.8 ounces per ton from surface workings.  The North Springs Properties contain several untested gold targets that include open-pit, disseminated mineralization and high-grade shear zones and feeder veins, such as those that have been mined by several mining companies at the nearby Mineral Ridge deposits.  We plan exploration activities on the North Springs Properties in the near future as funding permits.

 
8

 
 
Exploration and Mining Lease with Options to Purchase Agreement

Under the terms of an Exploration and Mining Lease with Options to Purchase Agreement effective June 17, 2013 (the “North Springs Agreement”), we acquired the rights to the 16 unpatented lode mining claims comprising the North Springs Properties on BLM lands in Esmeralda County, Nevada, located near the operating Mineral Ridge gold project.  As required by the North Springs Agreement, we made advance royalty payments of $5,000 cash in June 2013 and issued 1,000,000 shares of our common stock in July 2013.  We are further obligated to make the following payments under the terms of the North Springs Agreement:

Date
 
Cash Payment
 
Common Share Payment
         
First Anniversary of Effective Date
  $ 10,000  
1,000,000 shares
Second Anniversary of Effective Date
  $ 15,000  
1,000,000 shares
Third Anniversary of Effective Date
  $ 20,000  
1,000,000 shares
Fourth Anniversary of Effective Date
  $ 25,000  
1,000,000 shares
Fifth Anniversary of Effective Date
  $ 30,000    
           
Six through Tenth Anniversary of Effective Date
  $ 50,000    
Eleventh through Fifteenth Anniversary of Effective Date
  $ 75,000    
Sixteenth and Each Subsequent Anniversary of Effective Date
  $ 100,000    

Subject to prior termination, the term of the North Springs Agreement shall be for a period of twenty years commencing on the effective date.  The Company is obligated to pay a production royalty equal to three percent of the Net Smelter Returns (“NSR”) from the production or sale of minerals from the North Springs Properties and meet defined minimum annual work commitments ranging from $10,000 in the first year to $100,000 beginning in the fifth year and thereafter.

As of the date of filing this report, we are current on our obligations under the Amended and Restated Option Agreement.

Sale of Interest in Santa Rosa Gold Mine

We have completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000 on April 23, 2014, net of certain fees and taxes.  As a result, we recognized a gain on disposition of assets of $2,457,885 in the three months and six months ended June 30, 2014

In September 2011, the Company and its partner formed a Panamanian corporation, subsequently renamed Vera Gold Corporation (“Vera Gold”), for the purpose of developing and operating mining concessions pertaining to the Santa Rosa Gold Mine located in the Province of Veraguas, Panama.  Pursuant to an agreement entered into in July 2012, the Company and its partner agreed to terminate the original agreement to develop the Santa Rosa Gold Mine, and the Company retained a 10% interest in Vera Gold.  On February 12, 2014, the Company completed negotiations for a Share Purchase Agreement, whereby it sold its 10% ownership in Vera Gold to certain foreign investors for US$2.6 million.

Exploration and evaluation expenses related to our Mhakari and North Springs Properties included in our consolidated statements of operations were $85,066 and $81,700 for the three months ended June 30, 2014 and 2013, respectively, and $117,566 and $122,300 for the six months ended June 30, 2014 and 2013, respectively.

 
9

 
 
NOTE 4 – MARKETABLE SECURITIES AND SALE OF ROYALTY INTEREST

Our marketable securities consist of 1,250,000 shares of American Mining Corporation common stock (“AMC”) and the 3,000,000 shares of Win-Eldrich Mines Ltd (“WEX”) common stock received in October 2011 in the settlement of a promissory note resulting from the sale of our interest in the Ashdown Project LLC.  The marketable securities are recorded at market value, with market value based on market quotes and reduced by estimated impairment losses.  We have classified these marketable securities as securities held-for-sale in accordance with Accounting Standards Update (“ASU”) Topic 320, Investments – Debt and Equity Securities.  Unrealized gains and losses resulting from changes in market value are recorded as other comprehensive income, a component of stockholders’ equity in our consolidated balance sheet.

Pursuant to a Shares Purchase Agreement dated January 31, 2014, we sold the WEX shares for $7,000, and included this amount in gain on disposition of assets for the three months and six months ended June 30, 2014.

There is limited trading of the AMC shares and no market for the AMC shares has developed.  After considering the lack of operations of AMC and the lack of trading volume of the shares, the number of shares held by us, and other factors, we have concluded that the recorded value of marketable securities at June 30, 2014 and December 31, 2013 should be fully impaired and that the impairment loss is other-than-temporary.

On January 31, 2014, we sold for $45,000 our net smelter royalty return (“NSR”) interest relating to the operations conducted by or on behalf of the Ashdown Project LLC and included this amount in gain on disposition of assets for the three months and six months ended June 30, 2014.   We acquired the NSR pursuant to the sale of our ownership interest in the Ashdown Project in May 2009 and a subsequent Termination, Settlement and Release Agreement entered into in August 2011.

NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at:

   
June 30,
2014
   
December 31,
2013
 
             
Accrued payroll and related
  $ 17,500     $ 92,643  
Liabilities assumed in Ra Minerals acquisition
    166,280       166,901  
Put option liability
    -       120,000  
Legal and consulting fees
    45,000       45,000  
Other
    102,000       68,793  
                 
    $ 330,780     $ 493,337  
 
 
10

 
 
NOTE 6 – NOTES PAYABLE

Our notes payable consisted of the following at:

   
June 30,
2014
   
December 31,
2013
 
                 
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default
  $ 500,000     $ 500,000  
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default
    413,223       413,223  
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012, currently in default
        190,000           190,000  
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default
    250,000       250,000  
Note payable to an equipment supplier, extinguished in 2014
    -       175,457  
Convertible notes payable to an institutional investor, net of discount, repaid in 2014
    -       32,444  
                 
    $ 1,353,223     $ 1,561,124  

Convertible Notes Payable to Institutional Investor

On June 4, 2013, August 22, 2013, November 5, 2013, and November 15, 2013, we entered into convertible promissory notes payable to an institutional investor (“investor”) for $42,500, $32,500, $15,575, and $11,000, respectively, (“Convertible Notes”), which bore interest at an annual rate of 8% and were to mature on March 6, 2014, May 27, 2014, August 7, 2014, and August 19, 2014, respectively.  The investor had the right, after the first 180 days of the notes, to convert the Convertible Notes and accrued interest in whole or in part into shares of our common stock at a price per share equal to 58% (representing a discount rate of 42%) of the average of the lowest three trading prices for our common stock during the ten trading day period ending one trading day prior to the date of the conversion notice.

At any time for the period beginning on the date of the Convertible Notes and ending on the date which is 30 days following the date of the Convertible Notes, we had the option to prepay the Convertible Notes upon payment of an amount equal to the outstanding principal multiplied by 110%, together with accrued and unpaid interest.  The amount of the prepayment increased every subsequent 30 days to 115%, 120%, 125%, 130% and 135% of the outstanding principal together with accrued and unpaid interest.  After the expiration of 180 days following the date of the Convertible Notes, we had no right of prepayment.

At the inception of the June 4, 2013 Convertible Note of $42,500, we recorded debt issuance costs of $3,000 and a debt discount and a derivative liability of $42,093 related to the conversion feature.  In December 2013, we paid $14,815 principal and, in December 2013 and January 2014, the investor converted $27,685 principal and $1,700 accrued interest into shares of our common stock, extinguishing the obligation in full.

At the inception of the August 22, 2013 Convertible Note, we recorded debt issuance costs of $3,000, a debt discount of $32,500 and a derivative liability of $55,894 related to the conversion feature. In February 2014, we extinguished the obligation in full by payment of $32,500 principal and $1,268 in accrued interest.

 
11

 
 
 At the inception of the November 5, 2013 Convertible Note, we recorded debt issuance costs of $1,500, a debt discount of $15,575 and a derivative liability of $35,765 related to the conversion feature.  In February 2014, we extinguished the obligation in full by payment of $15,575 principal and $369 in accrued interest.

At the inception of the November 15, 2013 Convertible Note, we recorded debt issuance costs of $1,500, a debt discount of $11,000 and a derivative liability of $17,238 related to the conversion feature.  In February 2014, we extinguished the obligation in full by payment of $11,000 principal and $236 in accrued interest.

Interest expense for the amortization of the debt discount was calculated on a straight-line basis over the life of the Convertible Notes and totaled $12,626 for the six months ended June 30, 2014.

During the six months ended June 30, 2014, we had the following activity in the accounts related to the Convertible Notes:

   
Derivative
Liability
   
Debt
Discount
   
Loss on
Derivative
Liability
   
Gain on
Extinguishment
of Debt
   
Interest
Expense
 
                               
Balance at December 31, 2013
  $ 136,765     $ (42,316 )   $ -     $ -     $ -  
Adjustment to derivative liability
    445,881       -       (445,881 )     -       -  
Amortization of debt discount to interest expense
    -       12,626       -       -       (12,626 )
Repayment of debt
    (582,646 )     29,690       -       503,065       -  
                                         
Balance at June 30, 2014
  $ -     $ -     $ (445,881 )   $ 503,065     $ (12,626 )

In estimating the fair value of the derivative and calculating the adjustment to the derivative liability during the six months ended June 30, 2014, we used the Black-Scholes pricing model with the following range of assumptions:

Risk-free interest rate
0.08 – 0.025%
Expected life in years
0.48 - 0.12
Dividend yield
0%
Expected volatility
274.75 – 376.38%

Other Notes Payable

The two convertible notes payable to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulted from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru.

The two notes payable to Pinnacle Minerals Corporation (“Pinnacle”) resulted from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owns or controls portions of mineral properties in Peru.  Pinnacle has initiated legal action related to these unpaid obligations (see Note 13).

 
12

 
 
The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru.  We have therefore discontinued our efforts in Peru, and the ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on our resolution of our dispute with SV and of the legal actions discussed in Note 13.  We are currently unable to predict the ultimate outcome of these matters.
 
NOTE 7 – AMOUNTS DUE RELATED PARTY

Amounts due to related party consists of a note due to Robert P. Martin, former Chairman of our Board of Directors, resulting from a debt settlement agreement entered into in April 2010.  The repayment terms of the note were restructured as part of a consulting agreement entered into with Mr. Martin effective September 1, 2011.  The obligation was paid 50% in November 2011, with the remaining 50% payable on or before February 27, 2012.  The remaining note payable balance and related accrued interest payable were still outstanding as of the date of filing this report.  At June 30, 2014 and December 31, 2014, the note payable had a principal balance of $115,066, and related accrued interest payable was $17,837 and $14,413, respectively.
 
NOTE 8 – STOCKHOLDERS’ DEFICIT

We have 50,000,000 shares of no par value, non-voting convertible preferred stock authorized.  As of June 30, 2014 and December 31, 2013, there were no shares of preferred stock outstanding.

We also have 800,000,000 shares of $0.001 par value common stock authorized.

During the six months ended June 30, 2014, we issued a total of 55,691,614 shares of our common stock: 37,191,614 shares valued at $67,276 for conversion of debt (Note 6); 6,000,000 shares valued at $35,300 for exploration and evaluation expenses pursuant to our mineral property option agreements (Note 3); 5,000,000 shares for cash of $10,000; 6,000,000 shares valued at $21,600 for accrued liabilities; and 1,500,000 shares valued at $5,250 for contract services of officers and directors.

During the six months ended June 30, 2013, we issued a total of 14,200,000 shares of our common stock:  6,200,000 shares valued at $116,000 to a director in accordance with a consulting agreement with him and 8,000,000 shares valued at $44,000 for exploration and evaluation expenses.

On April 21, 2014 we completed a Stock Purchase Agreement entered into on January 31, 2014 with an investor and received $10,000.  The investor purchased 5,000,000 units at $0.002 per unit, with each unit comprised of one share of restricted common stock of the Company and a five-year warrant to purchase one share of common stock of the Company at an exercise price of $0.003 per share.

As of June 30, 2014 and December 31, 2013, we had 415,392 shares of our common stock acquired in a previous stock repurchase program that were recorded as treasury shares at a cost of $49,008.

 
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NOTE 9 – STOCK WARRANTS

We have issued warrants to purchase shares of our common stock in connection with equity financing agreements and pursuant to certain consulting agreements.

A summary of the status of our stock warrants as of June 30, 2014, and changes during the six months then ended is presented below:

         
Weighted Average
 
   
Shares
   
Exercise Price
 
             
Outstanding, December 31, 2013
    26,750,000     $ 0.06  
                 
Granted
    5,150,000     $ 0.0044  
Canceled / Expired
    (12,250,000 )   $ 0.066  
Exercised
    -          
                 
Outstanding, vested and exercisable, June 30, 2014
    19,650,000     $ 0.043  
 
The following summarizes the exercise price per share and expiration date of our outstanding warrants to purchase common stock at June 30, 2014:


Expiration Date
 
Price
   
Number
 
             
2015
  $ 0.05       4,000,000  
2017
  $ 0.06       2,500,000  
2017
  $ 0.04       4,000,000  
2017
  $ 0.08       4,000,000  
2017
  $ 0.05       150,000  
2019
  $ 0.003       5,000,000  
                 
              19,650,000  
 
During the six months ended June 30, 2014, we issued five-year warrants to purchase 5,000,000 shares of our common stock at an exercise price of $0.003 per share (see Note 8).

During the six months ended June 30, 2014, we issued three-year warrants to purchase 150,000 shares of our common stock at an exercise price of $0.05 per share.  The warrants were issued in connection with the extinguishment of debt and were valued at $142 using the Black-Scholes option pricing model.

NOTE 10 – STOCK-BASED COMPENSATION

We account for stock-based compensation in accordance with ASU Topic 718, Compensation – Stock Compensation.  Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses.  We had no stock-based compensation expense for the three months and six months ended June 30, 2014 and 2013.  Stock-based compensation expense for the three months and six months ended June 30, 2013 was $2,283.

 
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The following table summarizes the stock option activity during the six months ended June 30, 2014:

   
 
 
Options
   
Weighted
 Average
Exercise
Price
 
Weighted Average
Remaining
Contract Term
   
 
Aggregate
Intrinsic Value
                     
Outstanding at December 31, 2013
    5,300,000     $ 0.09          
Granted
    -                  
Exercised
    -                  
Expired or cancelled
    -                  
                         
Outstanding, vested and exercisable at June 30, 2014
    5,300,000     $ 0.09  
1.70
  $
60

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.0043 as of June 30, 2014 which would have been received by the holders of in-the-money options had the option holders exercised their options as of that date.

As of June 30, 2014, there was no future compensation cost related to non-vested stock-based awards not yet recognized in our condensed consolidated statements of operations and comprehensive loss.

NOTE 11 – EARNINGS (LOSS) PER SHARE

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants and rights outstanding using the treasury stock method and the average market price per share during the period.

The shares used in the computation of our basic and diluted earnings per share are reconciled as follows for the three months and six months ended June 30, 2014 and 2013:

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Weighted average number of shares outstanding - basic
    451,298,074       381,502,066       442,741,935       375,848,287  
Dilutive effect of stock options and warrants
    4,492,308       -       5,005,714       -  
                                 
Weighted average number of shares outstanding - diluted
    455,790,382       381,502,066       447,747,649       375,848,287  

At June 30, 2014, we had outstanding options and warrants to purchase a total of 24,950,000 common shares that could have a future dilutive effect on the calculation of earnings per share.

 
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NOTE 12 – CONSULTING AGREEMENTS

Donald B. Gunn

On December 7, 2011, we entered into a Consulting Agreement (the “Gunn Consulting Agreement) with Donald Gunn, whereby Mr. Gunn is to provide services to the Company in his role as President of the Company.  Mr. Gunn was appointed President of the Company effective March 15, 2011.  Pursuant to the Gunn Consulting Agreement, the Company has accrued monthly compensation to Mr. Gunn of $3,000 from July through November 2011 and $6,000 from December 31, 2011 to May 2014 when monthly compensation was increased to $9,000.

Dennis P. Gauger

On January 15, 2013, the Board of Directors appointed Dennis P. Gauger as our Chief Financial Officer and Corporate Secretary.  Pursuant to an Independent Contractor Agreement, Mr. Gauger was to perform the agreed upon duties for a period of one year and be paid $5,000 per month through June 2013 and $7,500 per month for the remainder of the contract.  Effective September 1, 2013, Mr. Gauger’s compensation was reduced to $3,000 per month and, effective May 1, 2014, Mr. Gauger’s compensation was increased to $5,000 per month.  Mr. Gauger is eligible to participate in our stock option plan as approved by the Board of Directors.

Effective May 1, 2014, the Board of Directors of the Company approved the following monthly compensation levels for members of our Interim Governing Board (“IGB”):  Donald Gunn $9,000 and John Di Girolamo and Jeffrey Dahl $7,000.  The three members of the IGB were also to receive 500,000 each of restricted stock of the Company.  The Board also approved monthly compensation of $5,000 for Dennis Gauger, Chief Financial Officer, effective May 1, 2014.
 
NOTE 13 – LEGAL MATTERS

On February 27, 2012, Wayne Colwell, a former employee, sued the Company, claiming he was owed back wages (Wayne Colwell v. Golden Phoenix Minerals, Inc., case number CV 12 – 00480, in the 2nd Judicial District Court, in and for the County of Washoe, State of Nevada).  At a court ordered settlement conference, the parties reached a settlement whereby we agreed to pay Mr. Colwell the sum of $80,000 in satisfaction of all claims.  Pursuant to the settlement agreement, we paid Mr. Colwell the sum of $20,000 and agreed to pay the balance of $60,000 prior to August 1, 2013.  We paid Mr. Colwell $5,000 in September 2013 and the balance of $55,000 in April 2014.  This case has been fully and finally resolved and concluded.

On March 7, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. et al. vs. Robert A. Ian, Change Management International, LLC, case number CV 13-00508) alleging various breaches by the defendants of various contracts and duties owed by defendants to plaintiffs, all relating to an independent contractor relationship between the Company and the defendants.  We were seeking equitable relief in the case, as well as monetary damages.  The defendants filed an answer, denying all claims, and also filed a counter-claim against the Company seeking monetary damages for alleged breach of a consulting agreement.  On April 28, 2014, we entered into a Mutual Release with the defendants where all disputes and differences were settled.  Pursuant to the terms of the Mutual Release, we paid the defendants $35,000.  This case has been fully and finally resolved and concluded.

 
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On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture.  The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK.  We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement.  Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013.  The parties have submitted the dispute to binding arbitration in Reno, Nevada.  While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.  The arbitration is currently set to be heard on September 8, 2014.

On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties.  Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company.  Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company.  We subsequently entered into a settlement agreement with Mr. Klein and will remove him from this case.  We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests.  Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company.  The Company has filed an answer to the counterclaim.  No discovery has commenced, and no trial date has been set.  We will seek to consolidate this case with the Pinnacle case, including mediation of all claims of the parties.
 
NOTE 14 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the six months ended June 30, 2014 and 2013, we made no cash payments for income taxes.

During the six months ended June 30, 2014 and 2013, we made cash payments for interest totaling $19,457 and $1,763, respectively.

During the six months ended June 30, 2014, we had the following non-cash financing and investing activities:

·
Decreased accrued interest payable by $1,700, decreased notes payable by $15,685, decreased debt discount by $2,967, decreased derivative liability by $52,106, increased common stock by $37,192 and increased additional paid-in capital by $30,084 for common shares issued in conversion of debt.
   
·
Decreased accrued liabilities by $21,600, increased common stock by $6,000 and increased additional paid-in capital by $15,600 for common shares issued for accrued liabilities.
   
·
Decreased accounts payable and increased additional paid-in capital by $143 for warrants issued for accounts payable.
   
·
Decreased accounts payable and increased additional paid-in capital by $277,465 for related party accounts payable settled and recorded as a contribution to capital.
 
 
17

 
 
 
During the six months ended June 30, 2013, we had the following non-cash financing and investing activities:

·
Decreased accrued liabilities by $160,000, increased common stock by $14,200 and increased additional paid-in capital by $145,800 for common shares issued in payment of accrued liabilities.
 
NOTE 15 – RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the six months ended June 30, 2014 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.
 
NOTE 16 – SUBSEQUENT EVENTS

Subsequent to June 30, 2014, we paid $85,000 of the principal amount due related party (see Note 7).  We are currently in discussions to settle and further extinguish the amounts due related party.

 
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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our estimates of mineral reserves and mineralized material, (b) our growth strategies, (c) our expectations regarding property acquisitions or exploration plans, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. Forward-looking statements, which involve assumptions and describe our future plans, strategies, and expectations, are generally identifiable by use of the words “may,” “will,” “should,” “expect,” “anticipate,” “estimate,” “believe,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. This information may involve known and unknown risks, uncertainties, and other factors that may cause our actual results, performance, or achievements to be materially different from the future results, performance, or achievements expressed or implied by any forward-looking statements. These statements may be found under “Management’s Discussion and Analysis of Financial Condition” as well as in this Report generally. Actual events or results may differ materially from those discussed in forward-looking statements as a result of various factors, including, without limitation, the risks outlined under “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2013 filed with the Securities and Exchange Commission (the “SEC”) and matters described in this Report generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

OVERVIEW

We are a mineral exploration and development company, formed in Minnesota on June 2, 1997 and reincorporated in the State of Nevada in May 2008. 

Our business includes acquiring mineral properties with potential production and future growth through exploration discoveries.  Our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects.  Our current efforts are focused on our properties in Nevada.

As more fully described in the Notes to Consolidated Financial Statements and elsewhere in this annual report, we have entered into an agreement to acquire an 80% interest in the Vanderbilt Silver and Gold Project, the Coyote Fault Gold and Silver Project, and claims that are an extension to the Coyote Fault property, all located adjacent to the producing Mineral Ridge property near Silver Peak, Nevada (the “Mhakari Properties”).  In addition, we entered into an agreement to acquire the rights to 16 unpatented lode mining claims on BLM lands in Esmeralda County, Nevada, also located near the Mineral Ridge property (the “North Springs Properties”).

Because of lack of funds and scaling back our operations, we allowed the remainder of our mineral property claims interests to lapse in 2013, and we have abandoned such other projects to focus on our Nevada properties, which in the opinion of management have the best potential for success.  

As funding permits, we intend to continue to strategically acquire, explore and develop mineral properties.  We plan to provide joint venture opportunities for mining companies to conduct exploration or development on mineral properties we own or control.  We, together with any future joint venture partners, intend to explore and develop selected properties to a stage of proven and probable reserves, at which time we would then decide whether to sell our interest in a property or take the property into production alone or with our future partner(s).  By joint venturing our properties, we may be able to reduce our costs for further work on those properties, while continuing to maintain and acquire interests in a portfolio of gold and base strategic metals properties in various stages of mineral exploration and development.  We expect that this corporate strategy will minimize the financial risk that we would incur by assuming all the exploration costs associated with developing any one property, while maximizing the potential for success and growth.

 
19

 
 
GOING CONCERN UNCERTAINTY

Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $60,222,435 and a total stockholders’ deficit of $1,054,716 at June 30, 2014.  We currently have no operating revenues.
 
 
We completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000 on April 23, 2014, net of certain fees and taxes.  This funding will help capitalize the Company, extinguish certain liabilities and provide working capital to commence planned exploration activities on our joint-ventured Nevada properties.

As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition of our Nevada mineral properties.  None of these mineral properties currently have proven or probable reserves.  We believe we will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects.  There can be no assurance that we will be successful in raising the required capital at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.  These factors and our negative working capital position together raise substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

Critical Accounting Policies

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.  Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.  As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex.  We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Our significant accounting policies are disclosed in Note 1 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2013, and several of these critical accounting policies are as follows:

 
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Property and Equipment

Property and equipment are stated at cost.  Depreciation and amortization are calculated using the straight-line method over estimated useful lives ranging from 3 to 7 years.

Mine development costs are capitalized after proven and probable reserves have been identified.  Amortization of mine development costs will be calculated using the units-of-production method over the expected life of the operation based on the estimated proven and probable reserves.  As of June 30, 2014 and December 31, 2013, we had no mineral properties with proven or probable reserves and no amortizable mine development costs.

Mineral Property Acquisition Costs

Mineral property acquisition costs are recorded at cost and capitalized where an evaluation of market conditions and other factors imply the acquisition costs are recoverable.  Such factors may include the existence or indication of economically mineable reserves, a market for the subsequent sale of the mineral property, the stage of exploration and evaluation of the property, historical exploration or production data, and the geographic location of the property.  Once a determination has been made that a mineral property has proven or probable reserves that can be produced profitably, depletion of the capitalized acquisition costs will be computed at the commencement of commercial production on the units-of-production basis using estimated proven and probable reserves.  As of June 30, 2014 and December 31, 2013, we had no capitalized mineral property acquisition costs.

Where an evaluation of market conditions and other factors results in uncertainty as to the recoverability of exploration mineral property acquisition costs, the costs are expensed as incurred and included in exploration and evaluation expenses.

Exploration and Evaluation Expenses

Exploration expenses relating to the search for resources suitable for commercial production, including researching and analyzing historic exploration data, conducting topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching and sampling are expensed as incurred.

Evaluation expenses relating to the determination of the technical feasibility and commercial viability of a mineral resource, including determining volume and grade of deposits, examining and testing extraction methods, metallurgical or treatment processes, surveying transportation and infrastructure requirements and conducting market and finance studies are expensed as incurred.

Mineral Property Development Costs

Mineral property development costs relate to establishing access to an identified mineral reserve and other preparations for commercial production, including infrastructure development, sinking shafts and underground drifts, permanent excavations, and advance removal of overburden and waste rock.

When it is determined that commercially recoverable reserves exist and a decision is made by management to develop the mineral property, mineral property development costs are capitalized and carried forward until production begins.  The capitalized mineral property development costs are then amortized using the units-of-production method using proven and probable reserves as the mineral resource is mined.

 
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Proven and Probable Ore Reserves

We currently have no proven or probable ore reserves.

On a periodic basis, if warranted based on our property portfolio and the stage of development of each property, management would review the reserves that reflect estimates of the quantities and grades of metals at our mineral properties which management believes can be recovered and sold at prices in excess of the total cost associated with mining and processing the mineralized material.  Management’s calculations of proven and probable ore reserves would be based on, along with independent consultant evaluations, in-house engineering and geological estimates using current operating costs, metals prices and demand for the metals. Periodically, management may obtain external determinations of reserves.

Closure, Reclamation and Remediation Costs

Current laws and regulations require certain closure, reclamation and remediation work to be done on mineral properties as a result of exploration, development and operating activities.  We periodically review the activities performed on our mineral properties and make estimates of closure, reclamation and remediation work that will need to be performed as required by those laws and regulations and make estimates of amounts that are expected to be incurred when the closure, reclamation and remediation work is expected to be performed.  Future closure, reclamation and environmental related expenditures are difficult to estimate in many circumstances due to the early stages of investigation, uncertainties associated with defining the nature and extent of environmental contamination, the uncertainties relating to specific reclamation and remediation methods and costs, application and changing of environmental laws, regulations and interpretation by regulatory authorities, the country where the project is located, and the possible participation of other potentially responsible parties.

At June 30, 2014 and December 31, 2013, we had no mining projects that had advanced to the stage where closure, reclamation and remediation costs were required to be accrued.

Property Evaluations and Impairment of Long-Lived Assets

We review and evaluate the carrying amounts of our mineral properties, capitalized mineral property development costs and related buildings and equipment, and other long-lived assets when events or changes in circumstances indicate that the carrying amount may not be recoverable.  Estimated future net cash flows, on an undiscounted basis, from a property or asset are calculated using estimated recoverable minerals (considering current proven and probable reserves and mineralization expected to be classified as reserves where applicable); estimated future mineral price realization (considering historical and current prices, price trends and related factors); operating, capital and reclamation costs; , and other factors beyond proven and probable reserves such as estimated market value for the property in an arms-length sale.  Reduction in the carrying value of property, plant and equipment, or other long-lived assets, with a corresponding charge to earnings, are recorded to the extent that the estimated future net cash flows are less than the carrying value.

Estimates of future cash flows are subject to risks and uncertainties.  It is reasonably possible that changes in circumstances could occur which may affect the recoverability of our properties and long-lived assets.

 
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Debt Issuance Costs

Costs incurred with the issuance of notes payable are capitalized and amortized to interest expense through the earlier of the maturity date or repayment of the notes payable.

Derivative for Conversion Feature

We estimate the fair value of the derivative for the conversion feature of our convertible debt using the Black-Scholes pricing model at the inception of the debt and at each reporting date, recording a derivative liability, debt discount and a gain or loss on derivative liability as applicable.

Fair Value of Financial Instruments

Disclosures about fair value of financial instruments require disclosure of the fair value information, whether or not recognized in our consolidated balance sheet, where it is practicable to estimate that value.  As of June 30, 2014, the amounts reported for cash, accrued liabilities, accrued interest payable, certain notes payable and amounts due to related party approximated fair value because of their short maturities.

In accordance with ASC Topic 820, “Fair Value Measurements and Disclosures,” we measure certain financial instruments at fair value on a recurring basis.  ASC Topic 820 defines fair value, established a framework for measuring fair value in accordance with accounting principles generally accepted in the United States, and expands disclosures about fair value measurements.

Fair value is defined as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date.  ASC Topic 820 established a three-tier fair value hierarchy, which prioritizes the inputs used in measuring fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (level 1measurements) and the lowest priority to unobservable inputs (level 3 measurements).  These tiers include:

·
Level 1, defined as observable inputs such as quoted prices for identical instruments in active markets;
   
·
Level 2, defined as inputs other than quoted prices in active markets that are either directly or indirectly observable such as quoted prices for similar instruments in active markets or quoted prices for identical or similar instruments in markets that are not active; and
   
·
Level 3, defined as unobservable inputs in which little or no market data exists, therefore requiring an entity to develop its own assumptions, such as valuations derived from valuation techniques in which one or more significant inputs or significant value drivers are unobservable.
 
We had no liabilities measured at fair value on a recurring basis at June 30, 2014.  Liabilities measured at fair value on a recurring basis are as follows at December 31, 2013:

   
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
Derivative liability
  $ 136,765     $ -     $ -     $ 136,765  
Convertible notes payable
    32,444       -       -       32,444  
                                 
Total liabilities measured at fair value
  $ 169,209     $ -     $ -     $ 169,209  

 
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Revenue Recognition

Revenue from the sale of precious metals is recognized when title and risk of ownership passes to the buyer and the collection of sales proceeds is assured.

Revenue from the rental of drilling equipment is recognized when the agreed upon rental period is completed and the collection of rental proceeds is assured.

Income Taxes

We recognize a liability or asset for deferred tax consequences of all temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled.  Deferred tax items mainly relate to net operating loss carry forwards and accrued expenses.  These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Deferred tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets may not be realized.  As of June 30, 2014 and December 31, 2013, we had fully reduced our net deferred tax assets by recording a 100% valuation allowance.

Stock-Based Compensation and Equity Transactions

In accordance with ASC Topic 718, Compensation – Stock Compensation, we measure the compensation cost of stock options and other stock-based awards issued to employees and directors pursuant to stock-based compensation plans at fair value at the grant date and recognize compensation expense over the requisite service period for awards expected to vest.

Except for transactions with employees and directors that are within the scope of ASC Topic 718, all transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable.  Additionally, in accordance with ASC Topic 505-50, Equity-Based Payments to Non-Employees, we have determined that the dates used to value the transaction are either: (1) the date at which a commitment for performance by the counter party to earn the equity instruments is established; or (2) the date at which the counter party’s performance is complete.

Foreign Currency Transactions

At times, certain of our cash accounts may be deposited in a foreign bank.  Gains and losses resulting from translation of such account balances are included in operating results, as are gains and losses from foreign currency transactions.

Earnings per Common Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average outstanding common stock equivalents which would arise from the exercise of stock options and warrants using the treasury stock method and the average market price per share during the period.

 
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The shares used in the computation of our basic and diluted earnings per share are reconciled as follows for the three months and six months ended June 30, 2014 and 2013:

   
Three Months Ended June 30,
   
Six Months Ended June 30,
 
   
2014
   
2013
   
2014
   
2013
 
                         
Weighted average number of shares outstanding - basic
    451,298,074       381,502,066       442,741,935       375,848,287  
Dilutive effect of stock options and warrants
    4,492,308       -       5,005,714       -  
                                 
Weighted average number of shares outstanding - diluted
    455,790,382       381,502,066       447,747,649       375,848,287  

At June 30, 2014, we had outstanding options and warrants to purchase a total of 24,950,000 common shares that could have a future dilutive effect on the calculation of earnings per share.

RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the six months ended June 30, 2014 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

RESULTS OF OPERATIONS

Revenues

During the year ended December 31, 2013 we completed the sale of the equipment from our drilling division, and we had no operating revenues during the three months and six months ended June 30, 2014 and 2013.  We anticipate that we will have no more revenues from this source.

Operating Costs and Expenses

Because of our lack of funding in 2013 and into 2014, we have significantly reduced the level of our operating costs and expenses.

During the three months ended June 30, 2014 and 2013, our exploration and evaluation expenses were $85,066 and 81,700, respectively.  During the six months ended June 30, 2014 and 2013, our exploration and evaluation expenses were $117,566 and $122,300, respectively.  Through June 30, 2014, these expenses were comparable to prior year levels and consisted of expenses required by the option and acquisition agreements for our Nevada properties.

Our exploration projects currently do not have proven or probable reserves.  The Mhakari and North Springs Properties in Nevada are currently our only mineral properties.  More detailed explanations of these mineral properties are provided in Note 3 to our condensed consolidated financial statements.

General and administrative expenses were $149, 085 and $149,528 for the three months ended June 30, 2014 and 2013 and $276,539 and $304,135 for the six months ended June 30, 2014 and 2013, respectively.  Through June 30, 2014, these expenses decreased slightly from prior year levels and include investor relations, consulting fees for our officers and accounting personnel, director fees, legal and professional fees, other outside consulting fees, travel and stock-based compensation expense.

 
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Depreciation and amortization expense is not currently material to our consolidated financial statements and was $228 and $628 for the three months ended June 30, 2014 and 2013 and $456 and $4,711 for the six months ended June 30, 2014 and 2013, respectively.  The decrease in depreciation and amortization expense in the current year resulted from the sale and disposal of office furniture and equipment and drilling equipment in 2013.

Other Income (Expense)

Interest and other income currently are not material to our consolidated financial statements, and totaled $211 and $14 for the three months ended June 30, 2014 and 2013 and $211 and $48 for the six months ended June 30, 2014 and 2013, respectively.

Interest expense was $1,976 and $11,115 for the three months ended June 30, 2014 and 2013 and $45,282 and $17,408 for the six months ended June 30, 2014 and 2013, respectively.  The decrease in interest expense in the three months ended June 30, 2014 compared to the three months ended June 30, 2013 was due primarily to the repayment in full of convertible notes payable to an institutional investor during the first three months of the current year.  The increase in interest expense in the six months ended June 30, 2014 compared to the six months ended June 30, 2013 was due primarily to the convertible notes payable to the institutional investor and to our payment of penalties in connection with the early extinguishment of that debt.

We reported a loss on derivative liability of $57,294 for the three months ended June 30, 2013 and $445,881 and $57,294 for the six months ended June 30, 2014 and 2013, respectively, related to convertible notes payable to an institutional investor entered into in 2013.  We estimated the fair value of the derivative for the conversion feature of the notes at the inception of each note and at each subsequent report date or date of conversion or payment using the Black-Scholes pricing model, resulting in a gain or loss on derivative liability.  As discussed above, we repaid the convertible notes payable during the first three months of the current year.

We reported a foreign currency loss of $7,346 in the three months ended June 30, 2014 and a foreign currency gain of $7,446 in the three months ended June 30, 2013.  We reported a foreign currency gain of $807 and $12,135 in the six months ended June 30, 2014 and 2013, respectively.  The amount of the foreign currency gain or loss will fluctuate from period to period depending on the balance maintained in foreign bank accounts, our foreign investments, and changes in foreign exchange rates.

We reported a gain on disposition of assets of $2,260,349 in the three months ended June 30, 2014 and $2,509,885 in the six months ended June 30, 2014.  The gain in the current year resulted primarily from the sale of our 10% interest in in the Santa Rosa Gold Mine, net of certain fees and expenses, and from the sale of certain marketable securities and a net smelter royalty interest.  We had no gain or loss on disposition of assets in the three months and six months ended June 30, 2013.

We reported a gain on extinguishment of debt of $313,043 in the three months ended June 30, 2014 and $816,108 in the six months ended June 30, 2014 resulting from the conversion of convertible debt into shares of our common stock where related derivative liabilities were extinguished.  We have also had favorable results in the current year from efforts to settle outstanding obligations.  We also reported a gain on extinguishment of debt of $1,600 in the three months ended June 30, 2013 and $35,039 in the six months ended June 30, 2013 resulting from favorable settlements with certain creditors.

 
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Net Income (Loss)

As a result, we reported net income of $2,329,902 in the three months ended June 30, 2014 and $2,441,287 in the six months ended June 30, 2014, compared to a net loss of $291,205 in the three months ended June 30, 2013 and $458,626 in the six months ended June 30, 2013.  As discussed above, the net income in the three months and six months ended June 30, 2014 resulted primarily from gains on disposition of assets and extinguishment of debt.

LIQUIDITY AND CAPITAL RESOURCES

We have a history of operating losses since our inception in 1997, and had an accumulated deficit of $60,222,435 and a total stockholders’ deficit of $1,054,716 at June 30, 2014.  At June 30, 2014, we had current assets of $1,555,606 and current liabilities of $2,610,854, resulting in a working capital deficit of $1,055,248.  Included in current assets at June 30, 2014 was cash of $1,337,678, substantially all of which is deposited in a corporate savings account.

We completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  In February 2014, we received $260,000 of the sales proceeds and received the balance of $2,340,000 on April 23, 2014, net of certain fees and taxes.  This funding will help capitalize the Company, extinguish certain liabilities and provide working capital to commence planned exploration activities on our joint-ventured Nevada properties.

We have entered into options and agreements for the acquisition and development of our mineral properties that will require significant funds and require us to raise additional capital to complete the acquisitions and to fund the required exploration, evaluation and development costs and expenditures.  There can be no assurance that we will be successful in raising the required capital or that any of these mineral properties will ultimately attain a successful level of operations.  None of our mineral properties currently have proven or probable reserves.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.

Because of the negative impact of disputes and litigation on our fund raising efforts, including the foreclosure and sale of our interest in the Mineral Ridge LLC and the rescission of our joint venture in Panama, and other negative market factors, we have been unable to raise the capital necessary to continue our mineral property exploration and evaluation activities and fund our operations.  As a result, we significantly scaled back our mineral property acquisition and development plans and reduced the level of our operations.  During 2013, we obtained only limited convertible debt financing from an institutional investor to partially fund certain general and administrative expenses.  We repaid the convertible debt out of the proceeds from the initial payment from the sale of our interest in the Santa Rosa Gold Mine.

Notes Payable

We have two notes payable totaling $913,223 to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulting from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru.

In addition, we have two notes payable totaling $440,000 to Pinnacle Minerals Corporation (“Pinnacle”) resulting from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owns or controls portions of mineral properties in Peru.  Pinnacle has initiated legal action related to these unpaid obligations.

 
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The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru.  Therefore, we have discontinued our efforts in Peru and contend nothing further is payable by us under these promissory notes.  The ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on the resolution of related legal actions described elsewhere in this report.  We are currently unable to predict the ultimate outcome of these matters.

Net Cash Provided By or Used In Operating, Investing and Financing Activities

During the six months ended June 30, 2014, net cash used in operating activities was $1,097,057 as a result of our net income of $2,441,287 and total non-cash expenses of $504,232, offset by total non-cash gains of $3,325,993, increase in prepaid expenses and other current assets of $215,413, and decreases in accounts payable of $364,158 and accrued liabilities of $137,012.

During the six months ended June 30, 2013, we used net cash of $285,396 in operating activities as a result of our net loss of $458,626 and non-cash gain of $35,039, partially offset by non-cash expenses totaling $68,745, decrease in prepaid expenses and other current assets of $4,678, and increases in accounts payable of $22,571 and accrued liabilities of $112,275.

During the six months ended June 30, 2014, we had net cash provided by investing activities of $2,478,885, consisting primarily of proceeds from the sale of our 10% ownership interest in the Santa Rosa, Panama gold project.  During the six months ended June 30, 2013, we had no net cash provided by or used in investing activities.

During the six months ended June 30, 2014, net cash used in financing activities was $49,075, comprised of payments of notes payable of $59,075, partially offset by proceeds from the issuance of common stock of $10,000.

During the six months ended June 30, 2013, net cash provided by financing activities was $33,905, comprised of proceeds from the issuance of debt of $42,500, partially offset by payment of debt issuance costs of $3,000 and payments of notes payable of $5,595.

Off-Balance Sheet Arrangements

As of June 30, 2014, we had no material off-balance sheet arrangements.


Item 3.  Quantitative and Qualitative Disclosures About Market Risk

Not Applicable.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of June 30, 2014.  Based on that evaluation, our principal executive officer and chief financial officer concluded that the disclosure controls and procedures employed at the Company were not effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

 
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Due to lack of funding, we significantly scaled back our operations, including eliminating certain employees with accounting and administrative responsibilities.  As a result, at June 30, 2014 we had insufficient segregation of accounting and financial reporting duties.  We consider this to be a material weakness in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

Other than the lack of segregation of duties described above, there was no change in our internal control over financial reporting during the fiscal quarter ended June 30, 2014 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On February 27, 2012, Wayne Colwell, a former employee, sued the Company, claiming he was owed back wages (Wayne Colwell v. Golden Phoenix Minerals, Inc., case number CV 12 – 00480, in the 2nd Judicial District Court, in and for the County of Washoe, State of Nevada).  At a court ordered settlement conference, the parties reached a settlement whereby we agreed to pay Mr. Colwell the sum of $80,000 in satisfaction of all claims.  Pursuant to the settlement agreement, we paid Mr. Colwell the sum of $20,000 and agreed to pay the balance of $60,000 prior to August 1, 2013.  We paid Mr. Colwell $5,000 in September 2013 and the balance of $55,000 in April 2014.  This case has been fully and finally resolved and concluded.

On March 7, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. et al. vs. Robert A. Ian, Change Management International, LLC, case number CV 13-00508) alleging various breaches by the defendants of various contracts and duties owed by defendants to plaintiffs, all relating to an independent contractor relationship between the Company and the defendants.  We were seeking equitable relief in the case, as well as monetary damages.  The defendants filed an answer, denying all claims, and also filed a counter-claim against the Company seeking monetary damages for alleged breach of a consulting agreement.  On April 28, 2014, we entered into a Mutual Release with the defendants where all disputes and differences were settled.  Pursuant to the terms of the Mutual Release, we paid the defendants $35,000.  This case has been fully and finally resolved and concluded.

On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture.  The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK.  We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement.  Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013.  The parties have submitted the dispute to binding arbitration in Reno, Nevada.  While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.  The arbitration is currently set to be heard on September 8, 2014.

 
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On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties.  Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company.  Mr. Klein is a former Chief Executive Officer and a current member of the Board of Directors of the Company.  We subsequently entered into a settlement agreement with Mr. Klein and will remove him from this case.  We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests.  Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company.  The Company has filed an answer to the counterclaim. No discovery has commenced, and no trial date has been set.  We will seek to consolidate this case with the Pinnacle case, including mediation of all claims of the parties.

Item 1A.  Risk Factors

Not Applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

In April 2014, we completed a Stock Purchase Agreement entered into on January 31, 2014 with an investor and received $10,000.  The investor purchased 5,000,000 units at $0.002 per unit, with each unit comprised of one share of restricted common stock of the Company and a five-year warrant to purchase one share of common stock of the Company at an exercise price of $0.003 per share.

In May 2014, we issued a total of 6,000,000 shares of restricted common stock valued at $21,600 to creditors in payment of accrued liabilities.

In May 2014, we issued a total of 1,500,000 shares of restricted common stock valued at $5,250 to the three members of our Interim Governing Board.

In June 2014, we issued a total of 1,000,000 shares of restricted common stock valued at $2,800 to an individual and a company in payment of obligations under an exploration and mining lease agreement.

The issuance of the common stock was conducted in reliance upon the exemption from registration requirements provided by Section 4(2) of the Securities Act of 1933, as amended, and from various similar state exemptions.


Item 3.  Defaults Upon Senior Securities

Not applicable for the three months ended June 30, 2014.

Item 4.  Mine Safety Disclosures

Not applicable.
 
Item 5. Other Information

None

 
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Item 6.  Exhibits

Exhibit No.
Description                                             
   
3.1
Articles of Incorporation of Golden Phoenix Minerals, Inc.(1)
   
3.2
Bylaws of Golden Phoenix Minerals, Inc.(1)
   
3.3
Amended and Restated Articles of Incorporation of Golden Phoenix, Minerals, Inc.(2)
   
3.4
Amended and Restated Articles of Incorporation of Golden Phoenix Minerals, Inc.(3)
   
3.5
Certificate of Amendment to Articles of Incorporation of Golden Phoenix Minerals, Inc. (4)
   
3.6
Amended and Restated Bylaws of Golden Phoenix Minerals, Inc.(3)
   
4.1
Specimen Common Stock Certificate of Golden Phoenix Minerals, Inc.(3)
   
4.2
Form of Warrant of Golden Phoenix Minerals, Inc.(5)
   
4.3
Form of Warrant of Golden Phoenix Minerals, Inc. – Lincoln Park Capital private placement, February 29, 2012(6)
   
31.1
Certification of Principal Executive Officer Pursuant to Section 302.*
   
31.2
Certification of Chief Financial Officer Pursuant to Section 302.*
   
32.1
Certification of Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350.*
   
101.INS
XBRL Instance**
   
101.SCH
XBRL Schema**
   
101.CAL
XBRL Calculations**
   
101.DEF
XBRL Definitions**
   
101.LAB
XBRL Label**
   
101.PRE
XBRL Presentation**

*Filed herewith.
** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section
and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

(1)
Incorporated by reference from Form 10SB12G filed with the SEC on July 30, 1997.
(2)  
Incorporated by reference from Form SB-2/A filed with the SEC on June 29, 2007.
(3)  
Incorporated by reference from Form 8-K filed with the SEC on June 5, 2008.
(4)
Incorporated by reference from Form 8-K filed with the SEC on December 8, 2010.
(5) 
Incorporated by reference from Exhibit A to Exhibit 10.1 of Form 8-K filed with the SEC on April 25, 2007.
(6)
Incorporated by reference from Form 8-K filed with the SEC on March 7, 2012.
 
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934 the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
GOLDEN PHOENIX MINERALS, INC.
   
Date:           August 12, 2014
By:
/s/ Donald Gunn
   
Name:  Donald Gunn
   
Title:  President and Chairman of Interim Governing Board, Principal Executive Officer
     
Date:           August 12, 2014
By:
/s/ Dennis P. Gauger
   
Name:  Dennis P. Gauger
   
Title:  Chief Financial Officer

 

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