-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Vgh9hx2rdK4CCtf9kGmSoZj+ohisabo9uYgYNbninXtx8pBAs4+E9W3W+eUa1yJn WXeb+p0SLpHJhsTL+/jPiw== 0001077357-00-000116.txt : 20000406 0001077357-00-000116.hdr.sgml : 20000406 ACCESSION NUMBER: 0001077357-00-000116 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20000405 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN PHOENIX MINERALS INC /MN/ CENTRAL INDEX KEY: 0001042784 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 411878178 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-58809 FILM NUMBER: 593872 BUSINESS ADDRESS: STREET 1: 3595 AIRWAY DR STREET 2: STE 406 CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7758534919 MAIL ADDRESS: STREET 1: 3595 AIRWAY DR STREET 2: STE 406 CITY: RENO STATE: NV ZIP: 89511 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GOLDEN PHOENIX MINERALS INC /MN/ CENTRAL INDEX KEY: 0001042784 STANDARD INDUSTRIAL CLASSIFICATION: METAL MINING [1000] IRS NUMBER: 411878178 STATE OF INCORPORATION: MN FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3595 AIRWAY DR STREET 2: STE 406 CITY: RENO STATE: NV ZIP: 89511 BUSINESS PHONE: 7758534919 MAIL ADDRESS: STREET 1: 3595 AIRWAY DR STREET 2: STE 406 CITY: RENO STATE: NV ZIP: 89511 SC 13D 1 FILING INFORMATION REQUIREMENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 INFORMATION REQUIREMENTS FOR FILINGS UPON ACQUISITION OF FIVE PERCENT OF A CLASS OF EQUITY SECURITIES SUBJECT TO THE REPORTING REQUIREMENTS OF THE 1934 ACT SCHEDULE 13D Under the Securities Act of 1934 GOLDEN PHOENIX MINERALS, INC. ----------------------------------------------------- (Exact name of Issuer) COMMON STOCK ---------------------------------- (Title of Class of Securities) 381149-10-3 -------------------------------- (CUSIP Number) Michael R. Fitzsimonds, President 3599 Airway Drive, Suite 405 Reno, NV 89511 (775) 653-4919 ----------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 1, 1999 --------------------------- (Date of Event which Requires Filing of the Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box ________ . CUSIP NO.: 381149 10 3 (1) Names of Reporting Persons. S.S. or I.R.S. Identification Number of Above Persons John W. Whitney - ------------------------------------------------------------------------------ (2) Check the Appropriate Box if a Member of a Group (See Instructions) (a) ------- (b) xxx ------- - ------------------------------------------------------------------------------ (3) SEC Use Only - ------------------------------------------------------------------------------ (4) Source of Funds (See Instructions) John W. Whitney PF - ------------------------------------------------------------------------------ (5) Check if Disclosure of Legal Proceedings is Required Pursuant to Items 2(d) or 2(e) - ------------------------------------------------------------------------------ (6) Citizenship of Place of Organization: USA - ------------------------------------------------------------------------------ Number of Shares Beneficially Owned by Each Reporting Person (John W. Whitney) in Golden Phoenix Minerals, Inc. Number of Shares (7) Sole Voting Power 10,000,000 Beneficially Owned (8) Shared Voting Power by Each Reporting (9) Sole Dispositive Power Person With (10) Shared Dispositive Power (11) Aggregate Amount Beneficially Owned by Each Reporting Person 10,000,000 ---------- - ------------------------------------------------------------------------------ (12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions) - ------------------------------------------------------------------------------ (13) Percent of Class Represented by Amount in Row (11) 28.0 Row (11) represents 28% of the issued and outstanding shares of the issuer on a fully diluted basis. - ----------------------------------------------------------------------------- (14) Type of Reporting Person (See Instruction) John W. Whitney IN ---- - ------------------------------------------------------------------------------ Item 1. Security and Issuer Class of equity securities to which this statement relates: Common Stock Name and Address of Principal Executive Offices of Issuer of Securities: Golden Phoenix Minerals, Inc. 3595 Airway Drive, Suite 405 Reno, NV 89511 Item 2. Identity and Background (a) John W. Whitney (b) 6490 s. McCarran Blvd., Suite C-23, Reno, NV 8509 (c) President of Itronics, Inc. and its two subsidiaries, Whitney & Whitney, Inc. and Itronics Metallurgical, Inc. (d) None (e) None (f) U.S.A. Item 3. Sources and Amount of Funds or Other Consideration John W. Whitney Personal Funds Up to $1,000,000 Item 4. Purpose of Transaction Description of any plans or proposals which the reporting persons may have which relate to or would result in: (a) None. (b) None. (c) None. (d) None. (e) None. (f) None. (g) None. (h) None. (i) None. (j) None. Item 5. Interest in Securities of Issuer (a) In the aggregate John W. Whitney has subscribed for twenty-eight percent (28%) of the issued and outstanding shares of the issuer on a fully diluted basis. These percentages are based on full dilution calculation which includes conversion of all outstanding convertible notes and exercise of all outstanding warrants. These percentages represent the total holdings by each of these entities. On March 1, 1999 John W. Whitney entered into an option agreement to purchase up to 10 million shares of Golden Phoenix Minerals, Inc. ("Golden") at a purchase price of $0.10 per share. The agreement provides that Mr. Whitney will invest a minimum of $20,000 per month until a total of $500,000 has been invested. The agreement further provides that for each share purchased, a three year option to buy an additional share at $0.10 will be issued. The option can be exercised at any time after it is issued, but there is not a commitment by Mr. Whitney to provide monthly funding beyond the first $500,000. Mr. Whitney is a co-owner of the Borealis property which is leased to Golden. During 1999, Mr. Whitney agreed to accept common shares in lieu of cash as payment of his portion of the monthly lease4 payment due from Golden. The total number of shares received under this arrangement during 1999 was 148,402. Mr. Whitney has verbally agreed with Golden to consider each month whether to accept common shares in lieu of cash during the year 2000. If he accepts shares, the total amount issued will not exceed 185,000. The actual amount received will depend upon the share price at the end of the month prior to the month in which the lease payment is due. At December 30, 1999 Mr. Whitney owned directly 3,024,437 Golden common shares. Mr. Whitney is more than 10% owner of Itronics, Inc. which owns Whitney & Whitney, Inc., a mining technical services consulting firm. Mr. Whitney is President of both Itronics, Inc. and Whitney & Whitney, Inc. On March 5, 1999 Golden entered into a three year mining technical services agreement with Whitney & Whitney, Inc. This agreement provides that up to $15,000 per quarter in fees payable by Gold to Whitney & Whitney for services provided may be payed with Golden restricted common shares. The amount of shares to be paid is dependent upon the shares price at the end of the month prior to the month in which the services are provided. This agreement provides that over the three year term up to $180,000 of services may be paid with common shares. A total of 736,267 shares were issued to Whitney & Whitney, Inc. in 1999 under this agreement. Due to his position in Whitney & Whitney, Inc. and his ownership of Itronics, Inc., Mr. Whitney may be deemed to control the Gold shares owned by Whitney & Whitney, Inc. (b) 10,000,000 (c) On November 11, 1999, Mr. Whitney, in Reno, Nevada, received 13,632 Golden Phoenix Minerals, Inc. ("Golden") common shares which were valued at $0.09 per shares and which were in lieu of cash payment for the Borealis monthly lease payment which was due on October 24, 1999. On November 22, 1999, Mr. Whitney, in Reno, Nevada, exercised a portion of his option and invested $10,000 to buy 100,000 Golden common shares at a price of $0.10 per share. On December 7, 1999, Mr. Whitney, in Reno, Nevada, exercised a portion of his option and invested $10,000 to buy 10,000 Golden common shares at a price of $0.10 per share. On December 28, 1999, Mr. Whitney, in Reno, Nevada, received 13,632 Golden common shares which were valued at $0.09 per share and which were in lieu of cash payment for the Borealis monthly lease payment which was due on November 24, 1999. (d) None. (e) Not Applicable. Item 6. Contracts, Arrangements, Understandings, or Relationships with Respect to Securities of Issuer None. Item 7. Material to Be Filed as Exhibits None. SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Name Title Date - ------------ ------------ -------- /s/John W. Whitney Shareholder January 4, 2000 - -------------------------- John W. Whitney -----END PRIVACY-ENHANCED MESSAGE-----