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): February 9, 2001
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 February 9, 2001, the Company reported the completion of the purchase of the remaining 32% of the Borealis Mining lease dated January 24, 1997. The Company previously held an undivided 68% interest in the lease. The lease interest was purchased from Newmex Nevada, Inc (Newmex). The purchase of the remaining 32% was included as a part of an equity placement made by Newmex. The terms of the purchase provide for the issuance of restricted common stock units at a strike price of $.20 per share with warrants attached having a strike price of $.13. The purchase price of the undivided 32% interest was $600,000. As part of the agreement Newmex also made a private placement in the Company of $600,000 in common share units, with strike price for the units the same as the purchase of the Borealis interest. For both transactions Newmex received 6,000,000 restricted common shares and 6,000,000 warrants.
It was later determined that the acquisition was completed prior to December 31, 2000. The Company reported the transaction in its audited financial statements dated December 31, 2000.
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 December 31, 2000, and Condensed Statement of Operations for the year ended December 31, 2000. The historical financial statements are taken from the Form 10-KSB for the year ended December 31, 2000. The pro forma adjustments and pro forma balance sheet reflect the effects on the historical balance sheet of purchasing the remaining 32% of the mining lease described in Item 2 above. The pro forma assumes that the mining lease was acquired on January 1, 2000, and that the related restricted stock and warrants were issued on January 1, 2000.
For the pro forma Condensed Statement of Operations, it is assumed that the lease was acquired on January 1, 2000, and that the related restricted stock and warrants were issued on January 1, 2000. Consequently only revenues and costs associated with the lease are reflected in the pro forma Condensed Statement of Operations. Only the known revenue in property and claims is included in the pro forma revenues, and only the known expense in land lease is included in the pro forma expenses.
These pro forma financial statements should be read in conjunction with the Form 10-KSB for the year ended December 31, 2000, which is the source 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
December 31, 2000
Assets
| Historical | Pro Forma | Pro Forma |
| Balance Sheet | Adjustments | Balance Sheet | |
| Current Assets | |||
| Cash (1) | $ 38,636 | $ (38,632) | $ 4 |
| Prepaid expenses | 44,253 | 44,253 | |
| Employee advances | 24,524 | 24,524 | |
| Stock subscription receivable | 200,000 | 200,000 | |
| Total Current Assets | 307,413 | (38,632) | 268,781 |
| Options | 25,000 | 25,000 | |
| Joint venture | - | - | |
| Mining properties and claims | 1,862,291 | 1,862,291 | |
| Property and equipment, net of accumulated | |||
| depreciation of $68,899 | 819,232 | 819,232 | |
| Organization costs, net of accumulated | |||
| amortization of $809 | 346 | 346 | |
| Deposits | 419,874 | 419,874 | |
| Capitalized reclamation costs | 1,300,000 | 1,300,000 | |
| Deferred development costs (1) | 386,602 | 14,970 | 401,572 |
| Deferred tax assets, net of valuation allowance | - | - | |
| Total Assets | $ 5,120,758 | $ (23,662) | $ 5,097,096 |
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Golden Phoenix Minerals, Inc.
<A Development Stage Company>
Pro Forma Condensed Balance Sheet
December 31, 2000
Liabilities and Stockholders’ Equity
| Historical | Pro Forma | Pro Forma | |
| Balance Sheet | Adjustments | Balance Sheet | |
| Current Liabilities | |||
| Bank Overdraft (1) | $ - | $ 32,115 | $ 32,115 |
| Accounts payable | 254,281 | 254,281 | |
| Accrued liabilities | 149,567 | 149,567 | |
| Current portion of long term debt | 426,592 | 426,592 | |
| Accrued interest on note payable | 22,203 | 22,203 | |
| Utilities contract payable | 316,654 | 316,654 | |
| Current portion of capital lease obligations | 4,522 | 4,522 | |
| Amounts due to stockholders | 422,100 | 422,100 | |
| Accrued interest stockholder loans | 43,997 | 43,997 | |
| Total Current Liabilities | 1,639,916 | 32,115 | 1,672,031 |
| Long-term Liabilities | |||
| Capital lease obligations | 3,755 | 3,755 | |
| Long term debt | 86,065 | 86,065 | |
| Utilities contract payable | 65,746 | 65,746 | |
| Convertible notes payable | 485,000 | 485,000 | |
| Accrued interest convertible notes payable | 54,165 | 54,165 | |
| Reclamation liabilities | 1,319,874 | 1,319,874 | |
| Total Liabilities | 3,654,521 | 32,115 | 3,686,636 |
| Stockholders’ Equity (Deficit) | |||
| Preferred stock, no par value, 50,000,000 shares authorized and 441,700 shares issued and outstanding at December 31, 2000 | |||
| 1,770 | 1,770 | ||
| Common stock, no par value, 150,000,000 shares authorized, 36,750,121 issued and outstanding at December 31, 2000, (including 14,529,118 of restricted shares for organizational services at December 31, 2000) | |||
| 6,394,272 | 6,394,272 | ||
| Additional paid in capital | 108,300 | 108,300 | |
| Accumulated deficit (1) | (5,037,605) | (55,777) | (5,093,382) |
| Less: Stock subscription receivable | (500) | ( 500) | |
| Total Stockholders’ Equity | 1,466,237 | (55,777) | 1,410,460 |
| Total Liabilities and Stockholders’ Equity | $ 5,120,758 | $ (23,662) | $ 5,097,096 |
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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, 2000
| Historical Statement of Operations | Pro Forma Adjustments | Pro Forma Statement of Operations |
| Revenues | |||
| Metal sales | $ 35,145 | $ | $ 35,145 |
| Joint Venture | - | - | |
| Options | - | - | |
| Property and claims | 57,811 | (36,577) | 21,234 |
| 92,956 | (36,577) | 56,379 | |
| Cost of metal sales | 27,050 | 27,050 | |
| Gross profit | 65,906 | (36,577) | 29,329 |
| Expenses | |||
| Exploration | 311,733 | 19,200 | 330,933 |
| General and administrative | 781,207 | 781,207 | |
| 1,092,940 | 19,200 | 1,112,140 | |
| Loss from Operations | (1,027,034) | (55,777) | (1,082,811) |
| Other Income (Expense) | |||
| Interest income | 1,596 | 1,596 | |
| Interest expense | ( 127,179) | ( 127,179) | |
| Gain on sale of stock in affiliate | - | - | |
| Gain (loss) on sale of fixed assets | - | - | |
| Other income | 3,100 | 3,100 | |
| Other expense | ( 2,414) | ( 2,414) | |
| Rent income | 17,577 | 17,577 | |
| Loss Before Provision for | |||
| Income Taxes | (1,134,354) | (55,777) | (1,190,131) |
| Income Tax Benefit (Expense) | |||
| Current | - | - | |
| Deferred | - | - | |
| Net Loss (3) | $ (1,134,354) | $ (55,777) | $ (1,190,131) |
| Basic and Diluted Net Loss per | |||
| Common Share | $ (.04) | $ (.00) | $ (.04) |
| Shares Used in Computing Basic and | |||
| Diluted Shares | 28,298,387 | 28,298,387 | 28,298,387 |
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Golden Phoenix Minerals, Inc.
Notes to Pro Forma Financial Statements
December 31, 2000
NOTE 1 – PURCHASE OF REMAINING 32% OF BOREALIS MINING LEASE
The pro forma adjustments referenced by (1) relate to recording the purchase of the lease interest as if the transaction had occurred on January 1, 2000.
NOTE 2 – PRO FORMA OPERATING STATEMENT ADJUSTMENTS
The pro forma adjustments referenced by (2) relate to the operating statement adjustments to reflect the purchase of the lease interest as if the transaction had occurred on January 1, 2000.
The primary adjustments were to property and claims, which reflects revenue derived from property transactions, and the increase in exploration costs due to loss of reimbursement for amounts paid.
NOTE 3 – EXTRAORDINARY ITEM EXCLUDED
Net loss referenced by (3) on the Pro Forma Condensed Statement of Operations for the year ended December 31, 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.
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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: April 24, 2001 By: /S/ MICHAEL R. FITZSIMONDS
Michael R. Fitzsimonds
President and Director
(Principal Executive and Financial
Officer)
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