UNITED STATES SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q/A
(Amendment No. 2)
| x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the Quarterly Period Ended September 30, 2011 |
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
| For the transition period from _____ to _____. |
Commission File Number: 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 No.) | |
| 7770 Duneville St., Suite #11, Las Vegas, Nevada | 89139 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code (702) 589-7475
N/A
(Former name, former address and former fiscal year, if changed since last report)
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 check mark 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 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 check mark 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-2 of the Exchange Act.
Large accelerated filer ¨ | Accelerated filer ¨ |
Non-accelerated filer ¨ (Do not check if a smaller reporting company) | Smaller reporting company x |
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 April 5, 2012 there were 360,762,893 outstanding shares of the registrant’s common stock.
Golden Phoenix Minerals, Inc. (the “Company”) is filing this Amendment No. 2 to its Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2011, which was originally filed with the Securities and Exchange Commission (the “SEC”) on November 21, 2011 (the “Initial Filing Date”) and amended on March 19, 2012 (as amended, the “Original Filing”) to amend and restate Part II of the Original Filing to properly mark the exhibits in Part II, Item 6 that are subject to confidential treatment in the reports of the Company filed pursuant to the Securities Exchange Act of 1934, as amended.
This Amendment No. 2 does not reflect events occurring after the Initial Filing Date and no attempt has been made in this Amendment No. 2 to modify or update other disclosures as presented in the Original Filing. All other Items of the Original Filing have been omitted from this Amendment No. 2. Accordingly, this Amendment No. 2 should be read in conjunction with the Original Filing and the Company’s filings with the SEC subsequent to the Initial Filing Date.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
Tetra Financial Group, LLC – No material changes have occurred during the quarter ended September 30, 2011. Further description of this legal dispute is provided in the Company’s Form 10-K for the year ended December 31, 2010.
DMC-Dynatec Mining Services Corporation - No material changes have occurred during the quarter ended September 30, 2011. Further description of this legal dispute is provided in the Company’s Form 10-K for the year ended December 31, 2010.
Item 1A. Risk Factors
Not Applicable.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
Recent Sales of Unregistered Securities
In July 2011, the Company issued 2,777,778 shares of its common stock to Silver Global SA for the acquisition of an interest in mineral properties valued at $500,000.
In July 2011, the Company issued 3,000,000 shares of its common stock to Goldman Sachs International upon exercise of warrants for cash of $90,000.
In September 2011, the Company issued 250,000 shares of its common stock to Timothy J. Poser for cash of $25,000 and issued to Mr. Poser a two-year warrant to purchase 250,000 shares of the Company’s common stock.
In September 2011, the Company issued a total of 4,000,000 shares to Mhakari Gold (Nevada), Inc. as follows: 2,700,000 shares upon exercise of warrants for mineral property option payments totaling $135,000; 300,000 shares upon exercise of warrants for cash of $15,000; and 1,000,000 shares issued for a mineral property option payment of $140,000. The Company also issued Mhakari Gold (Nevada), Inc. two-year warrants to purchase 1,500,000 shares of the Company’s common stock for a mineral property option payment.
In consideration for services rendered under a consulting agreement, the Company issued Jeffrey Dahl two-year warrants to purchase 250,000 shares of the Company’s common stock in each of July, August, and September 2011. The warrants vest immediately upon grant.
The issuances of common stock and options and warrants to purchase common stock to these parties were 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.
Purchases of Equity Securities By the Issuer and Affiliated Purchasers
Issuer Purchases of Equity Securities
| (a) | (b) | (c) | (d) | |
| Period | Total Number of Shares (or Units) Purchased | Average Price Paid per Share (or Unit) | Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs (2) | Maximum Number (or Approximate Dollar Value) of Shares (or Units) that May Yet Be Purchased Under the Plans or Programs |
Month #1 July 1, 2011 – July 31, 2011 | - | - | - | 35,740,360 |
Month #2 August 1, 2011 – August 31, 2011 | 240,000(1) | $0.101 | 240,000 | 35,500,360 |
Month #3 September 1, 2011 – September 30, 2011 | - | - | - | 35,500,360 |
| Total | 605,892 | $0.129 | 605,892(2) | 35,500,360 |
| (1) | All share purchases of Company common stock during the nine months ended September 30, 2011 were conducted in open market transactions. |
| (2) | All share purchases of Company common stock were purchased pursuant to the Company’s Stock Repurchase Program, as publicly announced on September 28, 2010, pursuant to which the Company’s Board of Directors authorized the repurchase of up to 20% of its total issued and outstanding shares of common stock, for a period of up to 12 months, unless otherwise extended or shortened as determined by the Board. |
Item 3. Defaults Upon Senior Securities
None.
Item 4. (Removed and Reserved.)
Item 5. Other Information
None.
Item 6. Exhibits
| Exhibit | Description |
No. | |
| 3.1.1 | Articles of Incorporation of the Company (incorporated by reference from Exhibit 2.1 to the Company’s Form 10SB filed on July 30, 1997). |
| 3.1.2 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Amendment No. 1 to Form SB-2 filed on December 21, 2007). |
| 3.1.3 | Amended and Restated Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K filed June 5, 2008). |
| 3.1.4 | Certificate of Amendment to Articles of Incorporation of the Company (incorporated by reference from Exhibit 3.1 to the Company’s Form 8-K filed December 8, 2010). |
| 3.2.1 | Bylaws of the Company (incorporated by reference from Exhibit 2.1 to the Company’s Form 10SB filed on July 30, 1997). |
| 3.2.2 | Amended and Restated Bylaws of the Company (incorporated by reference from Exhibit 3.2 to the Company’s Form 8-K filed June 5, 2008). |
| 4.1 | Specimen Common Stock Certificate of the Company (incorporated by reference from Exhibit 4.1 to the Company’s Form 8-K filed June 5, 2008). |
| 4.2 | Form of Warrant of the Company (incorporated by reference from Exhibit A to Exhibit 10.1 to the Company’s Form 8-K filed April 25, 2007). |
| 4.3 | Form of Warrant of the Company - December 2010 Private Placement (incorporated by reference to Exhibit 4.1 to the Company’s Form 8-K filed January 6, 2011). |
| 10.1 | Bridge Loan Agreement between the Company and Waterton Global Value, L.P., dated August 3, 2011 (incorporated by reference to Exhibit 10.1 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.2 | Security Agreement between the Company and Waterton Global Value, L.P., dated August 3, 2011 (incorporated by reference to Exhibit 10.2 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.3# | Option Agreement between the Company and Waterton Global Value, L.P., dated August 3, 2011 (incorporated by reference to Exhibit 10.3 to the Company’s Amendment No. 1 to Form 10-Q/A filed on March 19, 2012). |
| 10.4 | Consent, Waiver and Subordination Agreement by and among the Company, Mineral Ridge Gold, LLC, Scorpio Gold (US) Corporation and Waterton Global Value, L.P., dated August 3, 2011 (incorporated by reference to Exhibit 10.4 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.5 | Amendment to Operating Agreement by and among the Company, Mineral Ridge Gold, LLC and Scorpio Gold (US) Corporation, dated August 3, 2011 (incorporated by reference to Exhibit 10.5 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.6 | Termination Agreement by and among the Company, Mineral Ridge Gold, LLC, Scorpio Gold Corporation, Scorpio Gold (US) Corporation and Waterton Global Value, L.P., dated August 3, 2011 (incorporated by reference to Exhibit 10.6 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.7 | Option Agreement between the Company and Mhakari Gold (Nevada) Inc., dated July 25, 2011 (incorporated by reference to Exhibit 10.7 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.8 | Termination, Settlement and Release Agreement by and among the Company, Win-Eldrich Gold, Inc. and Win-Eldrich Mines Limited, dated August 14, 2011 (incorporated by reference to Exhibit 10.8 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.9 | Definitive Acquisition Agreement between the Company and Silver Global S.A., dated September 16, 2011 (incorporated by reference to Exhibit 10.9 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.10# | Senior Secured Gold Stream Credit Agreement between the Company and Waterton Global Value, L.P., dated September 26, 2011 (incorporated by reference to Exhibit 10.10 to the Company’s Amendment No. 1 to Form 10-Q/A filed on March 19, 2012). |
| 10.11 | Amended and Restated Security Agreement between the Company and Waterton Global Value, L.P., dated September 26, 2011 (incorporated by reference to Exhibit 10.11 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.12 | Amendment to Mining Asset Purchase and Strategic Alliance Agreement between the Company and Sala-Valc, S.A.C., dated September 30, 2011 (incorporated by reference to Exhibit 10.12 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.13 | Consulting Agreement between the Company and Robert P. Martin and Side Letter Agreement, effective as of September 1, 2011 (incorporated by reference to Exhibit 10.13 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.14 | Membership Interest Purchase Agreement by and among the Company, Pinnacle Minerals Corporation, Molyco, LLC and Salwell International, LLC, dated March 7, 2011 (incorporated by reference to Exhibit 10.14 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.15 | Amendment to Membership Interest Purchase Agreement between the Company and Pinnacle Minerals Corporation, dated October 28, 2011 (incorporated by reference to Exhibit 10.15 to the Company’s Form 10-Q filed on November 21, 2011). |
| 10.16 | Amended and Restated Pledge Agreement between the Company and Waterton Global Value, L.P., dated September 26, 2011 (incorporated by reference to Exhibit 10.16 to the Company’s Form 10-Q filed on November 21, 2011). |
| 31.1 | Certification of Chief 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 (incorporated by reference to Exhibit 101 to the Company’s Form 10-Q filed on November 21, 2011). |
| 101.SCH | XBRL Schema (incorporated by reference to Exhibit 101 to the Company��s Form 10-Q filed on November 21, 2011). |
| 101.CAL | XBRL Calculations (incorporated by reference to Exhibit 101 to the Company’s Form 10-Q filed on November 21, 2011). |
| 101.DEF | XBRL Definitions (incorporated by reference to Exhibit 101 to the Company’s Form 10-Q filed on November 21, 2011). |
| 101.LAB | XBRL Label (incorporated by reference to Exhibit 101 to the Company’s Form 10-Q filed on November 21, 2011). |
| 101.PRE | XBRL Presentation (incorporated by reference to Exhibit 101 to the Company’s Form 10-Q filed on November 21, 2011). |
| * | Filed herewith. |
| # | Confidential treatment has been requested for the redacted portions of this agreement. A complete copy of the agreement, including the redacted portions, has been filed separately with the Securities and Exchange Commission. |
SIGNATURES
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, thereunto duly authorized.
Date: April 5, 2012 | GOLDEN PHOENIX MINERALS, INC. By: /s/ Thomas Klein Name: Thomas Klein Title: Chief Executive Officer |
| Date: April 5, 2012 | By: /s/ J. Roland Vetter Name: J. Roland Vetter Title: Chief Financial Officer |