UNITED STATES


SECURITIES AND EXCHANGE COMMISSION


Washington, D.C. 20549





FORM 10-K/A


(Amendment No. 1)





R
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934





For the Fiscal Year Ended December 31, 2012





OR





£
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

(I.R.S. Employer Identificationof Incorporation or Organization)

No.)7770 Duneville Street, Suite # 9, Las Vegas, Nevada

89139(Address of Principal Executive Offices)

(Zip Code)





Registrant’s telephone number, including area code (702) 589-7475





Securities registered pursuant to Section 12(b) of the Act:  None





Securities registered pursuant to Section 12(g) of the Act:





Common Stock, par value $0.001 per share


(Title of Class)








Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.   Yes oNo þ





Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.   Yes oNo þ





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 þNo o





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 þNo o





Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  o





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. (Check one):







Large accelerated filer o
Accelerated filer oNon-accelerated filer o

(Do not check if a smaller reporting company)
Smaller reporting company þ




Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).


£ Yes R No





The aggregate market value of common stock held by non-affiliates computed by reference to the price at which the common equity was last sold as of the last business day of the registrant’s most recently completed second fiscal quarter, June 30, 2012, was $6,814,668.





The number of shares of registrant’s common stock outstanding as of May 29, 2013 was 383,851,524.





DOCUMENTS INCORPORATED BY REFERENCE:





None





EXPLANATORY NOTE





This Amendment No. 1 on Form 10-K/A (the “Amendment”) is filed by Golden Phoenix Minerals, Inc. (“we,” “us,” “our,”, and the “Company”) to amend its Annual Report on Form 10-K for the year ended December 31, 2012 originally filed with the Securities and Exchange Commission (the “SEC”) on April 15, 2013 .  The purpose of the Amendment is to include the information required by Items 10 through 14 of Part III of our Form 10-K.  This information was previously omitted from our Form 10-K in reliance on General Instruction G(3) to Form 10-K, which permits the information in the above referenced items to be incorporated in our Form 10-K by reference from our definitive proxy statement if such statement is filed no later than 120 days after our fiscal year-end.  We are filing this Amendment to include Part III information in our Form 10-K because a definitive proxy statement containing such information was not filed by April 30, 2013.





In accordance with Rule 12b-15 under the Securities Exchange Act of 1934, as amended (“Exchange Act”), new Exhibits 31.1 and 31.2 are filed and a new Exhibit 32.1 is furnished herewith. This Amendment does not amend or otherwise update any other information in our Form 10-K and our consolidated financial statements have therefore been omitted.  Accordingly, this Amendment should be read in conjunction with our Form 10-K and with our filings with the SEC subsequent to the filing of our Form 10-K.





CAUTIONARY STATEMENT REGARDING FORWARD-LOOKING STATEMENTS





This Annual Report on Form 10-K contains “forward-looking statements” as such term is defined by the Securities and Exchange Commission in its rules, regulations and releases, which represent our expectations or beliefs, including but not limited to, statements concerning our operations, economic performance, financial condition, growth and acquisition strategies, investments, and future operational plans.  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,” “hope,” “intend,” “could,” “might,” “plan,” “predict” or “project” or the negative of these words or other variations on these words or comparable terminology.





Such forward-looking statements include statements regarding, among other things, (1) our estimates of mineral reserves and mineralized material, (2) our projected sales and profitability, (3) our growth strategies, (4) anticipated trends in our industry, (5) our future financing plans, (6) our anticipated needs for working capital, (7) our lack of operational experience, (8) our plans with respect to properties and programs, (9) our beliefs and expectations regarding litigation, (9) our position with respect to disputes, and (10) the benefits related to ownership of our common stock.  These statements constitute forward-looking statements within the meaning of the Safe Harbor Provisions of the Private Securities Litigation Reform Act of 1995.  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 and Results of Operations” as well as in our Form 10-K 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 “Item 1A. Risk Factors” in our Form 10-K and other risks and matters described in our Form 10-K and in our other SEC filings.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this filing will in fact occur as projected.  We do not undertake any obligation to update any forward-looking statements.


2


TABLE OF CONTENTS








PART III





ITEM 10.

DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
4ITEM 11.

EXECUTIVE COMPENSATION
9ITEM 12.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
16ITEM 13.

CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
17ITEM 14.

PRINCIPAL ACCOUNTANT FEES AND SERVICES
18





PART IV





ITEM 15.

EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
19SIGNATURES
20





3


PART III





ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE





Directors and Executive Officers





The following table sets forth the names and ages of our current directors and executive officers, and the principal offices and positions with us held by each person.  Our executive officers are appointed by our Board of Directors.  Our directors serve until the earlier occurrence of the appointment of his or her successor at the next meeting of stockholders, death, resignation or removal by the Board of Directors.  There are no family relationships among our directors and executive officers.





Name
Age
PositionDonald B. Gunn
61
President, Chairman of the Board, DirectorJohn Di Girolamo
37
Director, Chair of the Audit and Nominating CommitteesJeffrey Dahl
36
DirectorHans J. Rasmussen
53
DirectorThomas J. Klein
51
DirectorDennis P. Gauger
61
Chief Financial Officer, Corporate Secretary, Director





Biographies





Donald B. Gunn.Mr. Gunn was appointed to our Board of Directors on September 18, 2010 and President, effective March 15, 2011.  He was elected by our Board of Directors to serve as Chairman of the Board, effective March 4, 2013.  Mr. Gunn currently serves as a member and chairman of our Interim Governing Board, formed in June 2012 to address certain legal matters and to identify and advance the next steps for the development of our portfolio of mining projects.  Mr. Gunn’s business expertise is recurring revenue streams.  He brings nearly three decades of business, financial and entrepreneurial experience to the Company.  His private interests include investing and commodity trading, assisting small business start-ups and analysis of gold and silver markets.  Mr. Gunn served as the Vice President of Engineering and as a Director for Media Sciences International, Inc., an SEC reporting company in the color business printer industry, from December 1999 through 2007.  He founded ultraHue, Inc., a manufacturer of ink and toner products for computer printers in March 1996, where he served as President and Chief Executive Officer until it was acquired by Media Sciences in December 1999.  Mr. Gunn is currently part owner of PinPoint LLC, a private manufacturer of supplies for the postage meter market, where he also handles the design of new products and the sourcing of products from China and Taiwan.  He received a Bachelor’s of Science degree in Electrical Engineering from the University of Illinois in 1974.  Mr. Gunn has been a stockholder and involved with the Company for several years.





John Di Girolamo.  John Di Girolamo was appointed to our Board of Directors on October 20, 2011.  He currently serves as a member and chairman of our Board’s Audit, Nominating and Oversight/Compensation Committees and as a member of our Interim Governing Board.  Mr. Di Girolamo has over fifteen years of financial and mining experience.  He has participated in capital raises in excess of $200 million and has financed junior mining and energy companies throughout North America.  He has chaired seminars in partnership with other organizations, including the TSX, educating others on how to take companies in the mining sector public.  Mr. Di Girolamo's background includes serving as President of Investment Banking for Euroglobal Capital Partners Inc. where he structured going-public transactions, financings, and helped consult with both private and public companies on various exchanges.  He was an Investment Advisor for Pope & Company where he was directly responsible for the creation or sourcing of public listings, and the Reverse Take Over (RTO) of private companies with these entities.  He is experienced in rehabilitating legacy assets some of which have achieved production within six months of acquisition.





4


Jeffrey Dahl.  Jeffrey Dahl was appointed to our Board of Directors on April 28, 2012.  He currently serves as a member of our Interim Governing Board.  Mr. Dahl has an extensive client base that includes corporations, financial institutions, financial sponsors, family offices, insurance/pension funds, sovereign wealth funds, hedge funds, and private equity groups.  Formerly, Mr. Dahl has worked with Goldman Sachs & Co. in a partnership setting whereby he was responsible for introducing high-valued targets to the Special Situations division and Eastdil Secured (subsidiary of Wells Fargo & Co.) whereby he was dedicated to the sale of all major real estate product types including office, retail, hospitality, industrial, land, and multifamily properties.  Mr. Dahl has extensive experience in counseling and directing corporate mergers, acquisitions, restructurings, leveraged buyouts, raising capital, and investing. He was responsible for directing projects and providing financial advisory services to the companies that make up the investment banking client base for MS Capital (a middle-market boutique investment bank). Services included M&A advisory, lender communications, valuation, and raising capital.  Specifically, Mr. Dahl helped companies develop and implement strategic plans for competitive advantage by identifying their highest-value opportunities, address critical challenges, and transform their businesses.   Recently, Mr. Dahl has accepted the President’s position of a former client, Airdex International, Inc. (a new technology shipping pallet Company), whereby he plans to oversee operations and aid in identifying and implementing a strategic plan to grow the business.





Hans J. Rasmussen.  Mr. Rasmussen was appointed to the Board on March 15, 2011.  He currently serves as a member of our Board’s Audit, Nominating and Oversight/Compensation Committees.  Mr. Rasmussen has 30 years of professional experience in the mineral exploration industry as a geophysicist / geologist. Mr. Rasmussen has held senior positions with mining companies in North and South America.  He is currently President and CEO of Colombia Crest Gold Corp, formerly named Eaglecrest Explorations Ltd.  His positions with major mining companies included four years with Newmont Exploration Ltd., 12 years with the Kennecott Exploration / Rio Tinto group, including three years as Country Manager of Argentina and Bolivia.  While President of his own Company, Rasmussen Exploration Inc., Mr. Rasmussen has worked as a consultant with clients that included Teck Cominco Ltd., Quadra Mining Ltd., White Knight Resources and Mansfield Minerals Inc.  His experience includes conducting and managing all geological and geophysical aspects of exploration, project generation, commercial transactions and investor relations. Mr. Rasmussen is an active member of the Society of Exploration Geologists, Northwest Mining Association and the Geologic Society of Nevada. He graduated with a Master of Science from the University of Utah, and holds Bachelor of Science degrees in geology and physics from Southern Oregon State College. Mr. Rasmussen is also a Director of Samaranta Mining Corp. and Bonterra Resources Inc.





Thomas J. Klein.  Mr. Klein has been a director of the Company since December, 2008 and was appointed to the position of Chief Executive Officer, effective February 1, 2010, which position was absorbed by the creation of the Company’s Interim Governing Board in June 2012.  He currently serves as a member of our Board’s Nominating Committee.  Mr. Klein is a Tier One capital markets advisor having specialized in high net worth corporate and trust accounts for a premier Canadian bank.  Additionally, Mr. Klein advises resource-based small cap companies, assisting in all aspects of creative funding and restructuring.  Mr. Klein has recently co-founded MI3 Capital, which is focused on investing in the resource sector, specifically those companies that are in or near production.  From May, 1996 to August, 2001, Mr. Klein was an investment advisor at Scotia Capital Markets in the wealth management division providing investment portfolio advice for high net worth private and corporate clients.  From September, 2001 to March, 2003, Mr. Klein joined Blackmont Capital, Inc. as an investment advisor and served on the internal listing committee.  Mr. Klein provided advice to corporate clients for mergers and acquisitions as well as initial public offerings.  From April, 2003 to October, 2003, Mr. Klein worked in Institutional Sales with PI Financial Corp.  Since October, 2003, Mr. Klein has worked as a consultant for Private Venture Capital, providing specialized advice to public and private small cap companies in the resource and high tech sectors.





5


Dennis P. Gauger.  Dennis P. Gauger, CPA, is a licensed Certified Public Accountant in Utah and Nevada.  He previously served as part-time, contract Chief Financial Officer of Golden Phoenix from January 2004 to January 2008, and has served the Company as an independent accounting and compliance consultant from January 2008 to his current appointment in January 2013 as Chief Financial Officer and Secretary of the Company.  On May 24, 2013 Mr. Gauger was appointed as a member of our Board of Directors.  From May 2007 through December 2012, Mr. Gauger served as Chief Financial Officer and Corporate Secretary for BSD Medical Corporation, a publicly held medical device company.  He also has served several publicly held companies as a part-time, contract chief financial officer, including the following: from April 2004 until November 2008, Mr. Gauger served as Chief Financial Officer for Cimetrix Incorporated, a publicly held software company; from January 2004 until January 2008, Mr. Gauger served as a director, Chief Financial Officer, and Secretary for Groen Brothers Aviation, Inc., a publicly held aviation company; and from November 2001 until March 2007, Mr. Gauger served as Chief Financial Officer for Nevada Chemicals, Inc., a publicly held chemical supply company to the gold mining industry.   Additionally, over the past fifteen years, he has served several public and private companies in a variety of industries as a part-time, contract financial executive and financial consultant.  Previously, Mr. Gauger worked for 22 years for Deloitte & Touche LLP, an international accounting and consulting firm, including 9 years as an accounting and auditing partner.  He is a member of the American Institute of Certified Public Accountants and the Utah Association of Certified Public Accountants.





Committees of the Board of Directors





Our Board of Directors has set up three committees.  The following is a list of committees and their composition that are presently active.





Committee
Chairperson
MembersAudit Committee
John Di Girolamo
John Di Girolamo, Hans Rasmussen, Dennis GaugerNominating Committee
John Di Girolamo
John Di Girolamo, Hans Rasmussen, Thomas KleinOversight/Compensation Committee
John Di Girolamo
John Di Girolamo, Hans Rasmussen





Further discussion regarding each of the committees of the Board can be found below under the heading, “Meetings and Committees of the Board of Directors.”





Resignations from the Board of Directors





Effective March 4, 2013, Robert P. Martin resigned as Chairman of our Board of Directors, a position he held since February 1, 2010, and as Corporate Secretary.  Mr. Martin also served as President of the Company from January 2007 to March 2011.





On December 16, 2012, J. Roland Vetter resigned his position as our Chief Financial Officer, a position he held since February 2010.  On January 15, 2013, Mr. Vetter resigned as a member of our Board of Directors.  Mr. Vetter was serving as a member of the Audit, Nominating and Oversight/Compensation Committees of the Board.





The resignations were not a result of any disagreement with the Company, including its policies and practices.


6





Nominations to the Board of Directors





Our directors take a critical role in guiding our strategic direction and oversee the management of the Company.  Board candidates are considered based upon various criteria, such as their broad-based business and professional skills and experiences, a global business and social perspective, concern for the long-term interests of the stockholders and personal integrity and judgment. In addition, directors must have time available to devote to Board activities and to enhance their knowledge of the growing industry. Accordingly, we seek to attract and retain highly qualified directors who have sufficient time to attend to their substantial duties and responsibilities to the Company.





Our Board formally created a Nominating Committee and adopted a Nominating Committee Charter. The members of the Nominating Committee are Messrs. Di Girolamo, Rasmussen and Klein.  In carrying out its responsibilities, the Nominating Committee will consider candidates suggested by stockholders.  If a stockholder wishes to formally place a candidate’s name in nomination, however, he or she must do so in accordance with the provisions of our Bylaws.  According to our Bylaws, nominations of persons for election to the Board may be made by any stockholder of the Company, entitled to vote for the election of directors at a meeting, who complies with the following notice procedures. Such nominations, other than those made by or at the direction of the Board of Directors, shall be made by timely notice in writing to the secretary of the corporation.  To be timely, a stockholder’s notice must be delivered or mailed to and received at the registered office of the corporation not less than 30 days prior to the date of the meeting; provided, in the event that less than 40 days’ notice of the date of the meeting is given or made to stockholders, to be timely, a stockholder’s notice must be received not later than the close of business on the tenth day following the day on which such notice of the date of the meeting was mailed.  Such stockholder’s notice shall set forth (a) as to each person whom such stockholder proposes to nominate for election or reelection as a director, all information relating to such person that is required to be disclosed in solicitations of proxies for election of directors, or is otherwise required, in each case pursuant to Regulation 14A under the Securities Exchange Act of 1934, as amended (including each such person’s written consent to serve as a director if elected); and (b) as to the stockholder giving the notice (i) the name and address of such stockholder as it appears on the corporation’s books, and (ii) the class and number of shares of the corporation’s capital stock that are beneficially owned by such stockholder.





Proposals for candidates to be evaluated by the Board must be sent to the President at our administrative and accounting office, 125 East Main Street, Suite 602, American Fork, Utah 84003.





Stockholders may send communications to the Board by mail to the President, Golden Phoenix Minerals, Inc., 125 East Main Street, Suite 602, American Fork, Utah 84003.





Board Leadership Structure and Role in Risk Oversight





The Board does not have a policy with respect to whether the same person should serve as both the chief executive officer and chairman of the board or, if the roles are separate, whether the chairman should be selected from the non-employee directors or should be an employee. The Board believes that it should have the flexibility to make these determinations at any given point in time in the way that it believes best to provide appropriate leadership for the Company at that time.





As described previously, the positions of President and Chairman of the Board are vested in one individual, Donald Gunn.  In addition, our Interim Governing Board, formed in June 2012, is comprised of three members of our Board of Directors including Mr. Gunn, and addresses certain legal matters and the development of our portfolio of mining projects.  Based on factors such as the experience level of these individuals, the Company’s size and the current business environment, we believe that, at this time, separating the positions of Chairman of the Board and President is not critical to the best interests of the Company.





7


Risk Oversight





In its oversight role, the Board of Directors annually reviews the Company’s strategic plan, which addresses, among other things, the risks and opportunities facing the Company.  The Board also has overall responsibility for executive officer succession planning and reviews succession planning efforts each year.  The Board oversees risk management as a whole but also delegates certain risk management oversight responsibility to the Interim Governing Board and Board committees in certain instances.  As part of its responsibilities as set forth in its charter, the Audit Committee is responsible for discussing with management the Company’s major financial risk exposures and the steps management has taken to monitor and control those exposures, including the Company’s risk assessment and risk management policies.  In this regard, the Company’s audit committee chairman prepares annually a comprehensive risk assessment report and reviews that report with the Audit Committee each year.  The Company’s management regularly evaluates controls and procedures, and reports to the Board regarding their design and effectiveness.





Audit Committee Financial Expert





We have established a separate Audit Committee within the meaning of Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”).  We believe Mr. Di Girolamo, Audit Committee Chairman, is an “audit committee financial expert,” within the meaning of Item 407(d)(5) of Regulation S-K.





Audit Committee Report





The Audit Committee reviews the Company’s internal accounting procedures, consults with and reviews the services provided by the Company’s independent accountants and makes recommendations to the Board of Directors regarding the selection of independent accountants.  In fulfilling its oversight responsibilities, the Committee has reviewed and discussed the audited financial statements with management and discussed with the independent auditors the matters required to be discussed by SAS 61. Management is responsible for the financial statements and the reporting process, including the system of internal controls. The independent auditors are responsible for expressing an opinion on the conformity of those audited financial statements with generally accepted accounting principles.





The Audit Committee discussed with the independent auditors, the auditors’ independence from the management of the Company and received written disclosures and the letter from the independent accountants required by Independence Standards Board Standard No. 1.





After review and discussions, the Audit Committee recommended to the Board that the audited financial statements be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2012.  The Audit Committee also recommended to the Board that HJ & Associates, LLC be appointed as the Company’s independent registered public accounting firm for the fiscal year ending December 31, 2013.





Two independent directors currently serve on our Audit Committee: Mr. Di Girolamo (Audit Committee Chairman) and Mr. Rasmussen.  Mr. Gauger, our Chief Financial Officer and a member of our Board of Directors, also serves on the Audit Committee.


8





Section 16(a) Beneficial Ownership Reporting Compliance





Section 16(a) of the Securities and Exchange Act of 1934, as amended, requires our officers and directors and persons who own more than 10% of a registered class of our securities to file reports of change of ownership with the SEC. Officers, directors and greater than 10% beneficial owners are required by SEC regulation to furnish us with copies of all 16(a) forms they file.





Based solely on our review of the copies of such forms that we received, or written representations from certain reporting persons that no forms were required for those persons, we believe that during fiscal year 2012 all filing requirements applicable to our officers, directors and greater than 10% beneficial owners were complied with by such persons in a timely manner, except for late Forms 3 and 4 filing by our director, Jeffrey Dahl, and late Forms 4 filing by our director, Hans Rasmussen.





Involvement in Certain Legal Proceedings





No director or executive officer or control person of the Company has been involved in any legal proceeding listed in Item 401(f) of Regulation S-K in the past 5 years.





Code of Ethics





We have adopted a code of ethics, which is available at our website at www.goldenphoenix.us.








ITEM 11.  EXECUTIVE COMPENSATION





Summary Compensation





During fiscal year 2012, the Compensation Committee of the Board of Directors reviewed and approved executive compensation policies and practices.  Our executive compensation philosophy and the elements of our executive compensation program in fiscal 2012 are summarized as follows:





·
The main objectives of our executive compensation program are attracting, motivating and retaining the best executives and aligning their interests with our strategy of maximizing shareholder value.


·
During fiscal 2012, total direct compensation under our executive compensation program consisted of base salary generally determined by employment contracts and long-term equity incentive opportunities. However, due to financial difficulties in 2012 and 2011, significant portions of executive compensation obligations were deferred or eliminated until such time as additional capital is available. There were no bonus opportunities in fiscal year 2012.


·
The Compensation Committee is responsible for evaluating and setting the compensation levels of our executive officers. In setting compensation levels for executive officers other than the Chief Executive Officer, the Compensation Committee solicits the input and recommendations of our Chief Executive Officer, Donald Gunn.


·
The Compensation Committee did not engage outside consultants in determining fiscal year 2012 executive compensation.


·
The Compensation Committee considers all relevant competitive factors in determining compensation for our executive officers.


9





The following table sets forth information regarding all forms of compensation received by the Named Executive Officers during the fiscal years ended December 31, 2012, 2011 and 2010.  Director compensation for these individuals is provided elsewhere.








Name and

Principal Position
Year
Salary
Bonus
Option

Awards(1)
All Other

Compensation
Total(a)
(b)
(c)
(d)
(e)
(i)
(j)Donald B. Gunn (2)
2012
$  60,000
$  -
$  -
$  -
$  60,000President
2011
$  21,000
-
24,719
-
45,7192010
-
-
-
-
-Dennis P. Gauger (3)
2012
-
-
-
60,100
60,100Chief Financial Officer
2011
-
-
14,832
51,500
66,3322010
-
-
-
49,400
49,400Thomas J. Klein (4)
2012
187,500
-
-
-
187,500Former Chief Executive Officer
2011
165,000
45,000
24,719
-
234,7192010
151,250
-
-
618,256
769,506J. Roland Vetter (5)
2012
88,000
-
-
-
88,000Former Chief Financial Officer
2011
45,000
18,000
24,719
-
87,7192010
27,500
-
-
-
27,500Robert P. Martin (6)
2012
36,000
-
-
-
36,000Former President and Chairman of
2011
65,769
-
187,679
-
253,448the Board
2010
145,192
-
-
420,000
565,192(1)
The amounts shown in column (e) reflect the aggregate grant date fair value with respect to employee stock options granted to the Named Executive Officers during the respective fiscal years in accordance with ASC Topic 718.  The stock options awarded in fiscal year 2011 vested 100% upon grant and have a five year term.  Assumptions used in calculating the amounts for fiscal year 2011 are included in the notes to the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2011.  No stock options were awarded to the Named Executive Officers during fiscal years 2012 and 2010.





(2)
Mr. Gunn was appointed President in March 2011.





(3)
Mr. Gauger was appointed Chief Financial Officer and Secretary of the Company in January 2013.  The amounts in column (i) reflect the payments made to Mr. Gauger as an independent accounting and compliance consultant.





(4)
Mr. Klein was appointed Chief Executive Officer in February 2010, which position was absorbed by the creation of our Interim Governing Board in June 2012.  The other compensation paid to Mr. Klein in 2010 consisted of fees earned in connection with the sale of our Mineral Ridge net assets and the formation of the Mineral Ridge LLC.





(5)
Mr. Vetter was appointed Chief Financial Officer in January 2010 and resigned that position in December 2012.








(6)
Mr. Martin served as President of the Company from January 2007 to March 2011 and as Chairman of the Board from February 2010 until his resignation from that position in March 2013.   The other compensation paid to Mr. Martin in 2010 consisted of amounts paid or converted to promissory notes payable to Mr. Martin pursuant to a debt settlement agreement and relate to the retirement of obligations due Mr. Martin pursuant to a Production Payment Purchase Agreement.








10


Employment and Consulting Agreements of Executive Officers and Directors





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 forward.





As of December 31, 2012, unpaid compensation payable to Mr. Gunn totaled $75,000.  Due to our inability to raise capital and the reduction in the level of our operations, it is uncertain what portion of the compensation payable will ultimately be paid to Mr. Gunn.





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 is to perform the agreed upon duties for a period of one year and will be paid $5,000 per month through June 2013 and $7,500 per month for the remainder of the contract.  Mr. Gauger is eligible to participate in our stock option plan as approved by the Board of Directors.





From January 2008 to his current appointment in January 2013 as Chief Financial Officer, Mr. Gauger served the Company as an independent accounting and compliance consultant.





Thomas J. Klein





On October 4, 2010, we entered into a Consulting Agreement effective September 1, 2010 (the “Klein Consulting Agreement”) with Thomas Klein, whereby Mr. Klein was to provide services to us in his role as our Chief Executive Officer (“CEO”).  Mr. Klein was appointed our CEO effective as of February 1, 2010.





As compensation for providing such consulting services in his capacity as CEO, we agreed to pay Mr. Klein $165,000 per year as well as provide a $96,250 payment upon signing the Consulting Agreement.  Mr. Klein’s compensation was to be reviewed annually by our Compensation Committee, or by the full Board of Directors serving in such capacity.  The Consulting Agreement had a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Consulting Agreement, and allowed for Mr. Klein to participate in certain of our incentive and benefit plans.





Effective July 1, 2011, the Compensation Committee recommended an increase in Mr. Klein’s annual compensation to $250,000 per year, which was approved by the Board.  During the quarter ended September 30, 2012, the Board elected not to renew the Klein Consulting Agreement.





As of December 31, 2012, unpaid compensation payable to Mr. Klein totaled $200,656.  Due to our inability to raise capital and the reduction in the level of our operations, it is uncertain what portion of the compensation payable will ultimately be paid to Mr. Klein.





11


J. Roland Vetter





On July 1, 2010, we entered into a Consulting Agreement (the “Vetter Agreement”) with J. Roland Vetter, whereby Mr. Vetter was to provide services to us in his role as our Chief Financial Officer (“CFO”).  Mr. Vetter was appointed as our CFO effective as of February 1, 2010.





As compensation for providing such consulting services in his capacity as CFO, we agreed to pay Mr. Vetter $2,500 per month as well as provide a $10,000 payment upon signing the Vetter Agreement, such compensation to be reviewed annually by our Compensation Committee.  The Vetter Agreement had a 2-year term with automatic 1-year renewal periods unless earlier terminated upon notice or for cause as provided in the Vetter Agreement, and allowed for Mr. Vetter to participate in certain Company incentive and benefit plans.





Effective July 1, 2011, the Compensation Committee recommended an increase in Mr. Vetter’s annual compensation to $96,000 per year, which was approved by the Board.  Mr. Vetter resigned as CFO in December 2012, effectively terminating the Vetter Agreement.





As of December 31, 2012, unpaid compensation payable to Mr. Vetter totaled $50,000.  Due to our inability to raise capital and the reduction in the level of our operations, it is uncertain what portion of the compensation payable will ultimately be paid to Mr. Vetter.





Robert P. Martin





We entered into an Employment Agreement with Robert P. Martin, former President of the Company and former Chairman of the Board of Directors, on March 8, 2006, and into an Addendum to the Employment Agreement on January 31, 2007. Pursuant to these agreements, Mr. Martin received an annual salary of $145,000.  Portions of Mr. Martin’s salary were deferred during 2010.





On October 4, 2010, as approved by the Company’s Board of Directors, the Company and Robert Martin, agreed to an amendment of Mr. Martin’s current compensation arrangement currently in effect, as set forth in that certain Employment Agreement between Mr. Martin and the Company dated March 8, 2006, as amended and supplemented by that certain Supplemental Compensation Agreement dated May 18, 2009 and that certain Debt Settlement Agreement dated April 2, 2010 (collectively, the “Martin Compensation Arrangement”).  In consideration of $48,750 in deferred salary owed to Mr. Martin pursuant to the Martin Compensation Arrangement, the Company issued 786,290 shares of the Company’s common stock to Mr. Martin at a price equal to $0.062 per share, the closing market price of a share of the Company’s common stock on October 1, 2010.





Effective as of September 30, 2011, we entered into a Consulting Agreement with Robert P. Martin, together with an Amendment to Consulting Agreement dated September 28, 2011 (collectively, the “Martin Agreement”).  Pursuant to the terms of the Martin Agreement, in consideration for Mr. Martin’s services as Chairman of the Board, he was to receive a consulting fee of $3,000 per month, accruing from the Effective Date.  The consulting fee was to be reviewed by our Compensation Committee on an annual basis.  For so long as Mr. Martin remained a member of our Board of Directors, he was also eligible for any compensation program in place for directors, which currently consists of a monthly stipend of $1,000.





Mr. Martin agreed to be bound by certain confidentiality and indemnification provisions, as well as a full and final release of any and all obligations under a prior employment agreement.  Mr. Martin resigned as Chairman and a member of our Board of Directors in March 2013, effectively terminating the Martin Agreement.





As of December 31, 2012, unpaid compensation payable to Mr. Martin totaled $33,000.  Due to our inability to raise capital and the reduction in the level of our operations, it is uncertain what portion of the compensation payable will ultimately be paid to Mr. Martin.





12


Stock Option Plans





On October 23, 2006, the Board approved the 2006 Non-Employee Director Stock Option Plan providing for 2,000,000 shares of the Company’s common stock to be reserved for issuance of awards of non-qualified stock options to non-employee directors of the Company pursuant to the terms and conditions set forth in the plan.





On September 21, 2007, the Stockholders approved the 2007 Equity Incentive Plan providing for 9% of the total number of outstanding shares of the Company’s common stock at the beginning of each fiscal year to be available for issuance of awards of Incentive and Nonqualified Stock Options, Stock and Stock Appreciation Rights. However, not more than 2,000,000 shares of stock shall be granted in the form of Incentive Stock Options. On July 15, 2008, 10,000,000 shares underlying the options under this 2007 Equity Incentive Plan were registered with the U.S. Securities and Exchange Commission.





We have also issued stock options on a stand-alone basis under no specific plan, which have been approved by the Board.





The following table presents information concerning outstanding stock options and warrants issued by us as of December 31, 2012.





Equity Compensation Plan Information





Plan Category
Number of

securities to be

issued upon

exercise of

of outstanding

options, warrants

and rights

(a)
Weighted-average

exercise price of

outstanding options

warrants and rights

(b)
Number of securities

remaining available for

future issuance under

equity compensation

plans (excluding

securities reflected

in column (a))

(c)Equity compensation plans approved

by security holders (1)
7,850,000
$0.11
28,846,137Equity compensation plans not approved

by security holders (2)
34,083,333
$0.08
N/ATotal:
41,933,333
$0.08
28,846,137


____________





(1) Includes shares issuable upon exercise of stock options to employees and directors under the 2007 Plan.





(2) Includes 34,083,333 shares issuable upon exercise of warrants.





13





Outstanding Equity Awards at December 31, 2012 Year-End





Name
Number of Securities Underlying Unexercised Options (#)

Equity Incentive Plan Award: Number of Securities Underlying Unexercised

Options (#) Unexercisable

Equity Incentive Plan Awards: Number of Securities Underlying Unexercised Options (#)

Exercisable

Option

Exercise

Price

($)

Option

Expiration

Date(a)
(b)

(c)

(d)

(e)

(f)Donald B. Gunn
100,000

-

100,000

0.04

09/20/2015Donald B. Gunn
500,000

-

500,000

0.10

12/22/2016Dennis P. Gauger
100,000

-

100,000

0.19

05/08/2013Dennis P. Gauger
300,000

-

300,000

0.10

12/22/2016Thomas J. Klein
500,000

-

500,000

0.10

12/22/2016J. Roland Vetter
100,000

-

100,000

0.22

05/21/2013J. Roland Vetter
500,000

-

500,000

0.10

12/22/2016Robert P. Martin
250,000

-

250,000

0.19

05/08/2013Robert P. Martin
100,000

-

100,000

0.045

02/01/2015Robert P. Martin
500,000

-

500,000

0.11

09/01/2014Robert P. Martin
1,500,000

-

1,500,000

0.11

09/01/2014





Columns (g) through (j) have been omitted since the Company has not granted any stock awards.








Grants of Plan-Based Awards – Fiscal Year 2012





There were no plan-based awards granted to the Company’s Named Executive Officers in fiscal year 2012.





Option Exercises and Stock Vested for Fiscal Year 2012





The Named Executive Officers did not exercise any stock options in fiscal year 2012.





Potential Payments Upon Termination





As of December 31, 2012, we did not have any agreement with any of our Named Executive Officers to pay them severance or other benefits following termination of their compensation agreements.








14


Compensation of Directors





Starting January 1, 2007, the Company adopted a stipend system to compensate our directors, whereby each director received $1,000 per month. During 2010, the Board revised this policy such that director stipends were $500 per month, but during the year ended December 31, 2011, the Board reinstated the $1,000 per month stipend level. Also, during the year ended December 31, 2011, our Board approved a supplemental fee of $500 per committee meeting for all non-executive directors participating as a member of a committee of the Board.  Further, reasonable expenses related to the performance of duties as a director are reimbursed upon submission of evidence of payment therefore. In addition, our directors are generally granted a stock option for 100,000 shares upon appointment to the Board.  These options vest 100% upon grant, are exercisable for a period of five years and have an exercise price equal to the market price of the Company’s common stock on the date of the option grant. The following table sets forth compensation earned by our directors for the fiscal year ended December 31, 2012.





Name (1)
Fees Earned or

Paid in Cash ($)
Stock Awards

($)
Option Awards

($)(2)
All Other

Compensation
Total

($)(a)
(b)
(c)
(d)
(g)
(h)Donald B. Gunn
12,000
-
-
-
12,000Thomas J. Klein
12,000
-
-
-
12,000J. Roland Vetter
12,000
-
-
-
12,000Robert P. Martin
12,000
-
-
-
12,000Hans J. Rasmussen
15,000
-
-
-
15,000John Di Girolamo
18,000
-
-
-
18,000Jeffrey Dahl (1)
10,000
-
1,306
-
11,306





(1)
Jeffrey Dahl was appointed to our Board of Directors in April 2012 and was granted an option for 100,000 shares of our common stock at an exercise price of $0.0149 per share.(2)
The amounts shown in column (d) reflect the aggregate grant date fair value with respect to director stock options granted in accordance with ASC Topic 718.  The stock options awarded in fiscal year 2012 vested 100% upon grant and have a five year term.  Assumptions used in calculating the amounts for fiscal year 2012 are included in the notes to the Company’s consolidated financial statements included in our Annual Report on Form 10-K for the year ended December 31, 2012.





As of December 31, 2012, unpaid directors fees payable to Messrs. Gunn, Klein, Vetter, Martin, Rasmussen, Di Girolamo, and Dahl totaled $6,000, $6,000, $4,000, $6,000, $9,000, $6,000 and $5,000, respectively.  Due to our inability to raise capital and the reduction in the level of our operations, it is uncertain when the directors fees payable will ultimately be paid to our directors.





15





ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS





The following table sets forth information known to us with respect to beneficial ownership of our Common Stock as of May 29, 2013 for (i) our Named Executive Officers, (ii) each of our directors, (iii) each holder of 5.0% or greater of our Common Stock, and (iv) all executive officers and directors as a group.  Beneficial ownership is determined in accordance with the rules of the Securities and Exchange Commission, and generally includes voting or investment power with respect to securities.  Shares subject to options that are exercisable within 60 days following May 29, 2013 are deemed to be outstanding and beneficially owned by the optionee or group of optionees for the purpose of computing share and percentage ownership of that optionee or group of optionees, but are not deemed to be outstanding for the purpose of computing the percentage ownership of any other person.  Except as indicated by footnote, the persons named in the table have sole voting and investment power with respect to all shares of Common Stock shown beneficially owned by them.  The inclusion of any shares as beneficially owned does not constitute an admission of beneficial ownership of those shares.  The percentage calculation of beneficial ownership is based on 383,851,524 shares of Common Stock outstanding as of May 29, 2013.  Except as otherwise noted, the address of each person listed on the following table is 125 East Main Street, Suite 602, American Fork, Utah 84043.





Common Stock Beneficially OwnedName of Beneficial Owner
Shares
PercentOfficers and DirectorsDonald B. Gunn (1)
7,415,500
1.93%Dennis P. Gauger (2)
918,000
*Thomas J. Klein (3)
4,637,118
1.21%Robert P. Martin (4)
6,506,219
1.69%Hans J. Rasmussen (5)
1,350,000
*John Di Girolamo (6)
500,000
*Jeffrey Dahl (7)
8,800,000
2.28%All Executive Officers and Directors as a Group (7 persons) (8)
30,126,837
7.69%





* Less than 1%(1)
Includes 600,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(2)
Includes 900,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(3)
Includes 500,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(4)
Includes 2,100,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(5)
Includes 500,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(6)
Includes 500,000 shares subject to stock options that are currently exercisable or exercisable within 60 days after May 29, 2013.(7)
Includes 100,000 shares subject to stock options and 2,500,000 shares subject to warrants that are currently exercisable or exercisable within 60 days after May 29, 2013.(8)
Includes 5,100,000 shares subject to stock options and 2,500,000 shares subject to warrants that are currently exercisable or exercisable within 60 days after May 29, 2013.





16


Equity Compensation Plans





For information regarding our equity compensation plans, please see Item 11, above.








ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE





Amounts Due Related Parties





Amounts due to related parties in our consolidated financial statements include 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 was still outstanding as of the date of filing this report.  At December 31, 2012, amounts due related parties totaled $122,575, comprised of note principal of $115,066 and accrued interest payable of $7,509.





Consulting and Employment Agreements





As further discussed in the Notes to Consolidated Financial Statements and in Item 11 above, we have entered into consulting and employment agreements with certain of our officers and directors.





Jeffrey Dahl Consulting Agreements





In March 2011, we entered into a Consulting Agreement (the “2011 Dahl Consulting Agreement”) with Jeffrey Dahl, who was appointed a member of our Board of Directors in April 2012 (“Dahl”), whereby Mr. Dahl was to develop, coordinate, manage and execute a comprehensive corporate finance and business transaction campaign for us.  The 2011 Dahl Consulting Agreement had an initial term of twelve months and could be extended for subsequent terms of twelve months upon mutual written agreement of the parties.





In consideration for services rendered under the 2011 Dahl Consulting Agreement, we issued Mr. Dahl two-year warrants to purchase 250,000 shares of our common stock at an exercise price of $0.125 in each of the months of April 2011 through March 2012.





In April 2012, we entered into a Consulting Agreement (the “2012 Dahl Consulting Agreement”) with Mr. Dahl, whereby Mr. Dahl is to provide certain services to us in seeking out financing and other advisory services.  The 2012 Dahl Consulting Agreement has an initial term of twelve months and can be extended upon mutual written agreement of the parties.





In consideration for services rendered under the 2012 Dahl Consulting Agreement, we issued to Mr. Dahl a total of 6,200,000 shares of our common stock in March 2013, and recorded total consulting expense of $116,000, of which $105,500 was accrued at December 31, 2012.





17


Director Independence





Our Board of Directors consists partially of independent directors, as determined by former Rule 4200 of the National Association of Securities Dealers’ (NASD) listing standards.  A Director is considered independent if the Board affirmatively determines that the Director (or an immediate family member) does not have any direct or indirect material relationship with us or our affiliates or any member of our senior management or his or her affiliates. The term “affiliate” means any corporation or other entity that controls, is controlled by, or under common control with us, evidenced by the power to elect a majority of the Board of Directors or comparable governing body of such entity. The term “immediate family member” means spouse, parents, children, siblings, mothers- and fathers-in-law, sons- and daughters-in law, brothers- and sisters-in-laws and anyone (other than domestic employees) sharing the Director’s home.





In accordance with these guidelines, the Board has determined that current Board members John Di Girolamo and Hans Rasmussen are independent directors.








ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES





Relationship with Independent Registered Public Accounting Firm





Our Audit Committee has responsibility for the appointment, compensation and oversight of the work of our independent registered public accounting firm, HJ & Associates, LLC.  We retained the firm of HJ & Associates, LLC as our Independent Registered Public Accounting Firm for the fiscal year ending December 31, 2012.  We have appointed HJ & Associates, LLC as our independent registered public accounting firm for our fiscal year 2013.





Audit Fees





For the fiscal years ended December 31, 2012 and 2011, the aggregate fees billed for services rendered for the audits of our annual consolidated financial statements and the review of the consolidated financial statements included in our quarterly reports on Form 10-Q and the services provided in connection with the statutory and regulatory filings or engagements for those fiscal years and registration statements filed with the SEC were $80,400 and $112,500, respectively.





Audit-Related Fees





For the fiscal years ended December 31, 2012 and 2011, there were no fees billed for the audit or review of the financial statements that are not reported above under Audit Fees.





Tax Fees





For the fiscal years ended December 31, 2012 and 2011, there were no fees billed for tax compliance services. There was no tax-planning advice provided in 2012 or 2011.





All Other Fees





For the fiscal years ended December 31, 2012 and 2011, there were no fees billed for services other than services described above.





18


Audit Committee Approval of Audit and Non-Audit Services of Independent Accountants





The Audit Committee approves all audit and non-audit services provided by the independent auditors. These services may include audit services, audit-related services, tax services and other services. The independent accountants and management are required to periodically report to the Audit Committee regarding the extent of services provided by the independent accountants, and the fees for the services performed to date.








PART IV





ITEM 15.  EXHIBITS AND FINANCIAL STATEMENTS SCHEDULES





The following Exhibits are filed as part of this Annual Report.





Exhibit No.
Description31.1
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.





19


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:  June 4, 2013
By:
/s/ Donald B. GunnName: Donald B. GunnTitle: President and Chair of Interim Governing Board(Principal Executive Officer)Date:  June 4, 2013
By:
/s/ Dennis P. GaugerName: Dennis P. GaugerTitle: Chief Financial Officer(Principal Accounting and Financial Officer)





Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.








SIGNATURE

TITLE
DATE/s/ Donald B. GunnDonald B. Gunn

President, Chair of Interim Governing Board and Director
June 4, 2013/s/ Dennis P. GaugerDennis P. Gauger

Chief Financial Officer and Director
June 4, 2013/s/ Thomas KleinThomas Klein

Director
June 4, 2013/s/ Hans RasmussenHans Rasmussen

Director
June 4, 2013/s/ John Di GirolamoJohn Di Girolamo

Director
June 4, 2013/s/ Jeffrey DahlJeffrey Dahl

Director
June 4, 2013








20