Kevin F. Barrett
Admitted in California, Washington, New York,
Colorado, Utah, Massachusetts and District of Columbia
Direct Dial: (916) 930-2593
E-mail: kevin.barrett@bullivant.com
May 13, 2008
Via EDGAR and Facsimile (202) 772-9368
Mr. Sean Donahue
U.S. Securities and Exchange Commission
Division of Corporation Finance
100 F Street, NE
Washington, D.C. 20549-7010
| Re: | Golden Phoenix Minerals, Inc. |
Registration Statement on Form S-1
Filed February 28, 2008
File No. 333-149420
Dear Mr. Donahue:
On behalf of Golden Phoenix Minerals, Inc. (“Golden Phoenix”), we are filing this further response in response to the Staff’s verbal comments of May 13, 2008 on the S-1/A2 Registration Statement filed on May 9, 2008, and to indicate the new “Use of Proceeds” Chart that will be inserted into the Prospectus on pages 1 and 7 following the declaration of effectiveness of the Registration Statement.
Use of Proceeds
If all 45,000,000 shares of our common stock being registered for sale by the Company are sold at a price between $0.17 and $0.30 we will receive between $7,650,000 and $13,500,000. These proceeds will be used for:
Mr. Sean Donahue
May 13, 2008
Page 2 of 2
| Use of Proceeds if $6,750,000 received | Use of Proceeds if $13,500,000 received | |||||||
| Approximately 50,000 feet of drilling at Mineral Ridge | $ | 1,166,667 | $ | 1,166,667 | ||||
| Complete ongoing reserve calculations and feasibility work at Mineral Ridge | $ | 400,000 | $ | 400,000 | ||||
| The Company’s portion of 20,000 feet of drilling at Ashdown Project | $ | 330,000 | $ | 330,000 | ||||
| Completion of development work and engineering and feasibility work on expansion of the Ashdown Project operations | $ | 1,480,000 | $ | 1,480,000 | ||||
| Down payment to secure mill for Mineral Ridge (full cost $25 million) | $ | 0 | $ | 6,123,333 | ||||
| Working capital for general corporate purposes | $ | 3,373,333 | $ | 4,000,000 | ||||
Also, attached are redlined changed pages showing the changes to the Use of Proceeds sections appearing on pages 1 and 7 of the Registration Statement.
| Very truly yours, | |
| /s/ Kevin F. Barrett | |
| Kevin F. Barrett |
KFB:mf
Enclosures
| cc: | David A. Caldwell, Golden Phoenix Minerals, Inc. |