SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): November 7, 2000
GOLDEN PHOENIX MINERALS, INC.
Minnesota 0-22905 41-1878178
(State or other jurisdiction (Commission File (IRS Employer
of incorporation) Number) Identification No.)
3595 Airway Dr., Suite 405 Reno, Nevada 89511
(Address of Principal Executive Offices) Zip Code
Registrant’s telephone number, including area code: (775) 853-4919
Item 2: Acquisition or Disposition of Assets
On November 7, 2000 the Company completed the purchase of the Mineral Ridge Gold Mine (Mine). The Mine was purchased from the bankruptcy trustee for the Chapter 11 bankrupt estate of Mineral Ridge Resources, Inc. The purchase price was $225,000 in cash plus the assumption of $382,399.94 in debt to the local public utility that provides electricity to the mine. The source of funds for the cash payment was a short-term loan from Newmex Minerals, Inc. (Newmex). The loan will be converted to the Company’s restricted common stock once final signatures are received on an agreement for $1.26 million in equity financing with Newmex. In addition, the Company received a $400,000 bridge loan from Newmex in order to provide a cash bond to secure the $382,399.94 debt to the power company. The Company intends to arrange a replacement bond and repay Newmex within three months.
The Mine was put into Chapter 11 bankruptcy on December 10, 1999 and has been on maintenance status since that time. The Company has acquired 54 patented and 141 unpatented mining claims, 2,685 acres of land, various operating and water permits, the crusher and ADR plants, the electric power transmission system to the mine, and support equipment. The bankruptcy trustee previously sold the mobile mining equipment utilized at the mine. The Company plans to engage a contract-mining firm to perform mining operations and ore processing and recovery will be handled by the Company. The Company will need to increase the reclamation bond with the Nevada Division of Environmental Protection (NDEP) from $900,000 to an estimated $2.5 million, and file a revised mine plan with NDEP in order to obtain approval to transfer the operating permit before mining operations can be resumed. In the interim, the Company is allowed to maintain the present status of the property and to perform reclamation activities. Such activities are expected to result in a small amount of gold recovery. The total mineable gold reserve is 217,644 ounces.
Item 7. Financial Statements and Exhibits
(a) The purchase of the above described assets constituted a purchase of assets and not the purchase of a business. Consequently, audited financial statements are not required.
(b) Following are historical and pro forma financial statements showing a Condensed Balance Sheet as of September 30, 2000, and Condensed Statements of Operations for the nine months ended September 30, 2000, and the year ended December 31, 1999. The historical financial statements are taken from Form 10-QSB for the nine months ended September 30, 2000 and Form 10-KSB for the year ended December 31, 1999. The pro forma adjustments and pro forma balance sheet reflect the effects on the historical balance sheet of purchasing the mining equipment and claims described in Item 2 above. The pro forma assumes that the equipment and claims were purchased on September 30, 2000, and that the cash borrowed for the purchase was received on September 30, 2000.
For the pro forma Condensed Statements of Operations, it is assumed that the mining equipment and claims were acquired on January 1, 1999, that the related $400,000 bond was acquired on January 1, 1999, that the related $800,000 cash from notes payable was received January 1, 1999, and that the mining operation was not begun before September 30, 2000.
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Consequently only costs associated with maintaining the mining equipment and claims are reflected in the pro forma Condensed Statements of Operations. Only the known operating costs, including payroll, interest, taxes, insurance, claim fees, utilities and telephone are included in the pro forma expenses. No revenue anticipated from the mining operation has been included.
These pro forma financial statements should be read in conjunction with the Form 10-QSB for the nine months ended September 30, 2000, and the Form 10-KSB for the year ended December 31, 1999, which are the sources of the historical financial statement data used in preparation of the pro forma amounts. The pro forma information is not necessarily indicative of that which would have been attained had the transaction actually occurred at the earlier date.
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Golden Phoenix Minerals, Inc.
<A Development Stage Company>
Pro Forma Condensed Balance Sheet
September 30,2000
Assets | Historical Balance Sheet | Pro Forma Adjustments | Pro Forma Balance Sheet |
| Current Assets | |||
Cash (1) | $ 43,540 | $ 158,500 | $ 202,040 |
Prepaid Expenses | 20,136 | 20,136 | |
Employee Advances | 22,750 | 22,750 | |
Stock Subscription Receivable | 6,000 | 6,000 | |
Note Receivable | 500 | 500 | |
Total Current Assets | 92,926 | 158,500 | 251,426 |
| Options | 25,000 | 25,000 | |
| Utility Bond (1) | 400,000 | 400,000 | |
| Joint Venture | 1,050,000 | 1,050,000 | |
| Mining Properties & Clams (1) | 212,291 | 67,619 | 279,910 |
| Property & Equipment, Net of Accumulated Depreciation of $41,569 (1) | 35,062 | 623,224 | 658,286 |
| Organization Cost, Net of Accumulated Amortization of $751 | 404 | 404 | |
| Deferred Exploration Cost | 344,070 | 344,070 | |
1,666,827 | 1,090,843 | 2,757,670 | |
$ 1,759,753 | $ 1,249,343 | $ 3,009,096 | |
Liabilities and Stockholders’ Equity | |||
| Liabilities | |||
| Current Liabilities | |||
Accounts Payable (1) | $ 174,735 | $ 66,943 | $ 241,678 |
Accounts Liabilities | 144,498 | 144,498 | |
Current Portion of Capital Lease Obligation | 3,683 | 3,683 | |
Contract Payable Utility Company (1) | 382,400 | 382,400 | |
Notes Payable (1) | 800,000 | 800,000 | |
Amounts Due Shareholders | 422,100 | 422,100 | |
Accrued Interest Shareholder Loans | 40,559 | 40,559 | |
Total Current Liabilities | 785,575 | 1,249,343 | 2,034,918 |
| Long-term Liabilities | |||
Capital Lease Obligations | 5,479 | 5,479 | |
Convertible Notes Payable | 485,000 | 485,000 | |
Note Payable | 25,000 | 25,000 | |
Accrued Interest Notes Payable | 39,537 | 39,537 | |
555,016 | 555,016 | ||
| Stockholders’ Equity | |||
Preferred Stock, No Par Value, 50,000,000 Shares | 2,000 | 2,000 | |
Common Stock, No Par Value, 150,000,000 Shares | 4,894,148 | 4,894,148 | |
| Additional Paid In Capital | 88,300 | 88,300 | |
| Accumulated Deficit | <4,565,286> | <4,565,286> | |
Total Stockholders’ Equity | 419,162 | 419,162 | |
$ 1,759,753 | $ 1,249,343 | $ 3,009,096 |
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Golden Phoenix Minerals, Inc.
<A Development Stage Company>
Pro Forma Condensed Statement of Operations
During Development Stage
For the Nine Months ended September 30, 2000
Historical Statement of Operations | Pro Forma Adjustments | Pro Forma Statement of Operations | |
| Revenues | |||
Property and Claims | $ 36,577 | $ 0 | $ 36,577 |
| Expenses | |||
Exploration | 173,242 | 173,242 | |
Mining (2) | 289,546 | 289,546 | |
General and Administrative | 467,140 | 467,140 | |
640,382 | 929,928 | ||
| Loss from Operations | <603,805> | <289,546> | <893,351> |
| Other Income <Expense> | |||
Interest Income | 1,592 | 1,592 | |
Interest Expense (2) | <80,499> | <72,000> | <152,499> |
Gain on sale of stock in affiliate | |||
Gain (Loss) on Sale of Fixed Assets | |||
Other Income | 3,100 | 3,100 | |
Other Expense | |||
Rent Income | 17,577 | 17,577 | |
| Loss Before Provision for Income Taxes | <662,035> | <361,546> | <1,023,581> |
| Income Tax | |||
| Net Loss (3) | $ <662,035> | $ <361,546> | $<1,023,581> |
| Basic and Diluted Net Loss Per Common Share | $ <0.03> | $ <0.01> | $ <0.04> |
| Shares Used in Computing Basic and Diluted Shares | 25,928,582 | 25,928,582 | 25,928,582 |
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Golden Phoenix Minerals, Inc.
<A Development Stage Company>
Pro Forma Condensed Statement of Operations
During Development Stage
For the Year Ended December 31, 1999
Historical Statement of Operations | Pro Forma Adjustments | Pro Forma Statement of Operations | |
| Revenues | |||
Joint Venture | $ 1,700 | $ 0 | $ 1,700 |
Property and Clams | 3,000 | 3,000 | |
4,700 | 4,700 | ||
| Expenses | |||
Exploration | 396,186 | 396,186 | |
Mining (2) | 386,060 | 386,060 | |
General and Administrative | 297,403 | 297,403 | |
693,589 | 386,060 | 1,079,649 | |
| Loss From Operations | <688,889> | <386,060> | <1,074,949> |
| Other Income <Expense> | |||
Interest Income | 100 | 100 | |
Interest Expense (2) | <54,093> | <96,000> | <150,093> |
Gain on Sale of Stock in Affiliate | |||
Gain <Loss> on Sale of Fixed Assets | <1,400> | <1,400> | |
Other Income | 6,513 | 6,513 | |
Other Expense | <680> | <680> | |
Rent Income | 22,599 | 22,599 | |
| Loss Before Provision for Income Taxes | <715,850> | <482,060> | <1,197,910> |
| Income Tax Benefit (Expense) | |||
Current | |||
Deferred | 3,003 | 3,003 | |
3,003 | 3,003 | ||
| Net Loss | $ <712,847> | $ <482,060> | $<1,194,907> |
| Basic and Diluted Net Loss per common Share | $ <0.03> | $ <0.02> | $ <0.06> |
| Shares Used in Computing Basic and Diluted Shares | 21,079,784 | 21,079,784 | 21,079,784 |
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GOLDEN PHOENIX MINERALS, INC.
NOTES TO PRO FORMA FINANCIAL STATEMENTS
SEPTEMBER 30, 2000
NOTE 1 – PURCHASE OF MINING EQUIPMENT AND CLAIMS
The pro forma adjustments referenced by (1) relate to recording the purchase of mining equipment and claims, and deposit of funds with utility company as if the transaction had occurred on Septembear 30, 2000, and receipt of $800,000 in exchange for notes payable, and assumption of contract payable to utility company had occurred on that date. Those adjustments also relate to certain capitalized costs not yet paid and represented as accounts payable.
NOTE 2 – PRO FORMA OPERATING STATEMENT ADJUSTMENTS
The pro forma adjustments referenced by (2) relate to the estimated operating statement adjustments to reflect the purchase of the mining equipment and claims as if the transaction had occurred on January 1, 1999. The primary adjustments were to depreciation, which reflects depreciating the equipment on the straight line basis over five to seven years, and to interest, payroll and other known costs of maintaining the property in a pre-operating status. No estimate of anticipated revenue and related operating costs has been made for this presentation.
NOTE 3 – EXTRAORDINARY ITEM EXCLUDED
Net loss referenced by (3) on the Pro Forma Condensed Statement of Operations for the nine months ended September 30, 2000, is calculated without consideration of the extraordinary item included in the historical financial statements for that period, in accordance with instructions for presentation of pro forma financial statements.
(c) Exhibits:
2.1 Mineral Ridge Mine Sale Agreement
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
GOLDEN PHOENIX MINERALS, INC.
(Registrant)
Date: Janurary 19, 2001 By: /S/ MICHAEL R. FITZSIMONDS
Michael R. Fitzsimonds
President and Director
(Principal Executive and Financial
Officer)
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