10-Q

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the Quarterly Period Ended March 31, 2015

¨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 Of Incorporation or Organization)	(I.R.S. Employer Identification Number)
125 East Main St., Suite 602, American Fork, UT	84003
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code (801) 418-9378

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 checkmark 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 (§232.405 of this chapter) 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 checkmark 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-3 of the Exchange Act.  (Check one):

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	Smaller reporting company	x
(Do not check if a smaller reporting company)

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 May 14, 2015 there were 456,770,907 outstanding shares of the registrant’s common stock.

GOLDEN PHOENIX MINERALS, INC.

FORM 10-Q INDEX

QUARTER ENDED MARCH 31, 2015

	Page Number
PART I – FINANCIAL INFORMATION
Item 1.  Financial Statements
Condensed Consolidated Balance Sheets as of March 31, 2015 (Unaudited) and December 31, 2014	3
Condensed Consolidated Statements of Comprehensive Income (Loss) for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	4
Condensed Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2015 and 2014 (Unaudited)	5
Notes to Condensed Consolidated Financial Statements (Unaudited)	6
Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations	19
Item 3.  Quantitative and Qualitative Disclosures About Market Risk	29
Item 4.  Controls and Procedures	29
PART II – OTHER INFORMATION
Item 1.  Legal Proceedings	30
Item 1A.  Risk Factors	30
Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds	31
Item 3.  Defaults Upon Senior Securities	31
Item 4.  Mine Safety Disclosures	31
Item 5.  Other Information	31
Item 6.  Exhibits	31
Signature Page	32

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PART I – FINANCIAL INFORMATION

Item 1. Financial Statements

GOLDEN PHOENIX MINERALS, INC.

Condensed Consolidated Balance Sheets

	March 31, 2015			December 31, 2014
ASSETS	(Unaudited)
Current assets:
Cash	$	380,096		$	642,990
Prepaid expenses and other current assets		5,487			12,991
Deposits		190,000			190,000
Marketable securities		42,594			65,999
Total current assets		618,177			911,980
Other assets		-			76
Total assets	$	618,177		$	912,056
LIABILITIES AND STOCKHOLDERS’ DEFICIT
Current liabilities:
Accounts payable	$	453,613		$	560,674
Accrued liabilities		339,473			377,596
Notes payable		1,353,223			1,353,223
Total current liabilities		2,146,309			2,291,493
Commitments and contingencies
Stockholders’ deficit:
Preferred stock, no par value, 50,000,000 shares authorized, none issued		-			-
Common stock; $0.001 par value, 800,000,000 shares authorized, 456,770,907 and 456,773,907 shares issued and outstanding, respectively		456,771			456,774
Additional paid-in capital		58,877,976			58,877,973
Treasury stock, 415,392 shares at cost		(49,008	)		(49,008	)
Accumulated other comprehensive loss		(63,790	)		(38,680	)
Accumulated deficit		(60,750,081	)		(60,626,496	)
Total stockholders’ deficit		(1,528,132	)		(1,379,437	)
Total liabilities and stockholders’ deficit	$	618,177		$	912,056

See accompanying notes to condensed consolidated financial statements

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GOLDEN PHOENIX MINERALS, INC.

Condensed Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Revenues	$	-		$	-
Operating costs and expenses:
Exploration and evaluation expenses		-			32,500
General and administrative expenses		144,178			127,454
Depreciation and amortization expense		76			228
Total operating costs and expenses		144,254			160,182
Loss from operations		(144,254	)		(160,182	)
Other income (expense):
Interest and other income		91			-
Foreign currency gain		19,378			8,153
Gain on extinguishment of debt		1,200			503,065
Interest expense		-			(43,306	)
Loss on derivative liability		-			(445,881	)
Gain on disposition of assets		-			249,536
Total other income (expense)		20,669			271,597
Income (loss) before income taxes		(123,585	)		111,385
Provision for income taxes		-			-
Net income (loss)		(123,585	)		111,385
Other comprehensive loss – unrealized loss on marketable securities		(25,110	)		-
Total comprehensive income (loss)	$	(148,695	)	$	111,385
Income (loss) per common share:
Basic	$	(0.00	)	$	0.00
Diluted	$	(0.00	)	$	0.00
Weighted average number of common shares outstanding:
Basic		456,355,715			434,090,728
Diluted		456,355,715			434,878,228

See accompanying notes to condensed consolidated financial statements

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GOLDEN PHOENIX MINERALS, INC.

Condensed Consolidated Statements of Cash Flows

(Unaudited)

	Three Months Ended March 31,
	2015			2014
Cash flows from operating activities:
Net income (loss)	$	(123,585	)	$	111,385
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense		76			228
Foreign currency gain		(1,705	)		-
Gain on extinguishment of debt		(1,200	)		(503,065	)
Common stock issued for exploration and evaluation expenses		-			32,500
Amortization of debt issuance costs to interest expense		-			4,719
Amortization of debt discount to interest expense		-			12,626
Loss on derivative liability		-			445,881
Gain on disposal of assets		-			(249,536	)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets		7,504			99
Increase (decrease) in accounts payable		(105,861	)		5,778
Increase (decrease) in accrued liabilities		(38,123	)		11,819
Increase in deposits liability		-			10,000
Net cash used in operating activities		(262,894	)		(117,566	)
Cash flows from investing activities:
Proceeds from the disposition of assets, net of fees and costs		-			249,536
Net cash provided by investing activities		-			249,536
Cash flows from financing activities:
Payments of notes payable		-			(59,075	)
Net cash used in financing activities		-			(59,075	)
Net increase (decrease) in cash		(262,894	)		72,895
Cash, beginning of the period		642,990			4,925
Cash, end of the period	$	380,096		$	77,820

See accompanying notes to condensed consolidated financial statements

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GOLDEN PHOENIX MINERALS, INC.

Notes to Condensed Consolidated Financial Statements

Three Months Ended March 31, 2015

(Unaudited)

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

Golden Phoenix Minerals, Inc. (the “Company” or “Golden Phoenix”) is a mineral exploration and development company engaged in acquiring mineral properties with potential production and future growth through exploration discoveries.  Pending requisite funding, our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects.  Our current efforts are focused on our properties in Nevada.

The Company was formed in Minnesota on June 2, 1997 and reincorporated in the State of Nevada in May 2008.

The accompanying condensed consolidated financial statements include the accounts of the Company and of Ra Minerals, Inc. (“Ra Minerals”), a wholly owned subsidiary.  All intercompany accounts and balances have been eliminated in consolidation.

The interim financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 is unaudited, and the balance sheet as of December 31, 2014 is derived from audited financial statements.  The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements.  Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles.  The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.  In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made.  All such adjustments are of a normal recurring nature.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Certain amounts in the condensed consolidated financial statements for the three months ended March 31, 2014 have been reclassified to conform to the current period presentation.

NOTE 2 – GOING CONCERN

Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $60,750,081 and a total stockholders’ deficit of $1,528,132 at March 31, 2015.  We currently have no operating revenues.

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During 2014, we completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  This funding has helped capitalize the Company, extinguish certain liabilities and provided working capital.

As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition and development of our Nevada mineral properties.  None of these mineral properties currently have reserves.  We believe we will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects.  There can be no assurance that we will be successful in raising the required capital at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.  These factors and our negative working capital position together raise substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

NOTE 3 – MINERAL PROPERTIES

Our current efforts are focused on our mining properties in Nevada.  These properties are early exploration stage and we have not developed any future exploration plans due to the lack of funding.

We have entered into an agreement to acquire an 80% interest in the “Mhakari Properties”, which include the Vanderbilt Silver and Gold Project, the Coyote Fault Gold and Silver Project, and Galena Flat Gold Project, and claims that are an extension to the Coyote Fault property, all located adjacent to the producing Mineral Ridge property near Silver Peak, Nevada   In addition, we entered into an agreement to acquire the rights to the “North Springs” properties consisting of 16 unpatented lode mining claims in three claim blocks on BLM lands in Esmeralda County, Nevada, also located near the Mineral Ridge property .

Mhakari Properties

The Mhakari properties are all in early stage exploration and do not contain any reserves.  Of the three properties held under the Mhakari Option Agreement, the Vanderbilt and Coyote Fault properties have been those where we have performed exploration activities consisting of sampling and mapping.  Because the three properties are exploration in nature, there is no infrastructure established.

Vanderbilt

The Vanderbilt property is located within 4 miles of the town of Silver Peak, Nevada and highway 265 via Coyote Road.  It is comprised of 44 claims, plus 3 patented claims for a total of 900 acres and is located on the southern flank of Mineral Ridge within the Silver Peak Range.  The Vanderbilt property is within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east.  Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010, resulting in average grades of 2.1 g/t gold and 58.6 g/t silver.  A Phase II exploration program (below ground) in the old mine workings was commenced during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin as funding is obtained and the Company receives permits from the BLM.

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Coyote Fault/Coyote Fault Extension

The Coyote Fault/Coyote Fault Extension claim block is within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road.  The property consists of 110 contiguous unpatented mining claims having a total of 2,200 acres, and is also located within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east. The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range.  Phase 1 geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group in December 2010, which identified a new potential gold exploration target.  No further exploration plans have been developed at this time.

Galena Flat

The Galena Flat claims are found about 4 miles from Silver Peak, Nevada and can be accessed by dirt road from the historic town site of Blair off of State Highway 265.  The project is in early stage exploration and consists of 24 unpatented lode mining claims for a total of 480 acres.  Very little exploration work has been conducted on the Galena Flat Project. No sampling or mapping has been conducted, and no further exploration plans have been developed at this time.

Amended and Restated Option Agreement

On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari Gold (Nevada) Inc. (“Mhakari”) with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties.

Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari:

Cash payments: $25,500, payable $20,000 upon execution of the agreement and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement.

Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; and an additional 5,000,000 shares on the 12 month anniversary of the agreement.

Work commitment:  $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement.  Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties.

Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture.  In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties.

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As of the date of filing this report, we have met the cash payments and equity payments obligations but were not current on the work commitment obligations.  We are currently in discussions with Mhakari and anticipate reaching an agreement on a revised work commitment schedule and beginning our work commitment in the near future as funding permits.

North Springs Properties

The North Springs Properties consist of a large, bulk-tonnage and a high-grade vein-shear hosted gold system located along the western margin of the Mineral Ridge Mining District, approximately 8 miles west of the town of Silver Peak and 3 miles west of the Mineral Ridge open pit and underground mines.  This property consists of 16 unpatented lode mining claims comprised of 320 acres.

Both the North Springs Properties and the Mineral Ridge deposits are situated along a regional northwest trending, large anticline known as the Mineral Ridge Metamorphic Core Complex. This complex contains extensive high-grade gold veins (52 miles of underground workings on low-angle veins) and stacked, low angle, shear zones, which has been open pit mined in several deposits.  The North Springs Properties occupies very similar geology, alteration and mineralization, geochemistry and structural setting to the Mineral Ridge deposits. Sampling to date has identified gold mineralization up to 0.8 ounces per ton from surface workings.  The North Springs Properties contain several untested gold targets that include open-pit, disseminated mineralization and high-grade shear zones and feeder veins, such as those that have been mined by several mining companies at the nearby Mineral Ridge deposits.  We plan exploration activities on the North Springs Properties in the near future as funding permits.

Exploration and Mining Lease with Options to Purchase Agreement

Under the terms of an Exploration and Mining Lease with Options to Purchase Agreement effective June 17, 2013 (the “North Springs Agreement”), we acquired the rights to the 16 unpatented lode mining claims comprising the North Springs Properties on BLM lands in Esmeralda County, Nevada, located near the operating Mineral Ridge gold project.  As required by the North Springs Agreement, we made advance royalty payments of $5,000 cash in June 2013 and issued 1,000,000 shares of our common stock in July 2013.  We are further obligated to make the following payments under the terms of the North Springs Agreement:

Date	Cash Payment		Common Share Payment
First Anniversary of Effective Date	$	10,000	1,000,000 shares
Second Anniversary of Effective Date	$	15,000	1,000,000 shares
Third Anniversary of Effective Date	$	20,000	1,000,000 shares
Fourth Anniversary of Effective Date	$	25,000	1,000,000 shares
Fifth Anniversary of Effective Date	$	30,000
Six through Tenth Anniversary of Effective Date	$	50,000
Eleventh through Fifteenth Anniversary of Effective Date	$	75,000
Sixteenth and Each Subsequent Anniversary of Effective Date	$	100,000

We are current on our obligations under the North Springs Agreement.

Subject to prior termination, the term of the North Springs Agreement shall be for a period of twenty years commencing on the effective date.  The Company is obligated to pay a production royalty equal to three percent of the Net Smelter Returns (“NSR”) from the production or sale of minerals from the North Springs Properties and meet defined minimum annual work commitments ranging from $10,000 in the first year to $100,000 beginning in the fifth year and thereafter.

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NOTE 4 – MARKETABLE SECURITIES

In October 2014, we participated in a private placement in Ximen Mining Corp. (“Ximen”), a Canadian publicly listed mineral exploration company, with an investment of $124,000.   We purchased 450,000 units consisting of one common share and one non-transferable warrant entitling us to purchase one further common share of Ximen at an exercise price of $0.40 per warrant share for a period of two years.  Ximen is focused on the exploration and development of gold projects in southern British Columbia and currently has a 100% interest in two properties: the Gold Drop Project and the Brett Gold Project.

These marketable securities were recorded at market value, with market value based on market quotes.  We classified these marketable securities as securities held-for-sale in accordance with ASC Topic 320, Investments – Debt and Equity Securities.  Unrealized gains and losses resulting from changes in market value are recorded as other comprehensive income, a component of stockholders’ equity in our consolidated balance sheet.

NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at:

	March 31, 2015		December 31, 2014
Accrued payroll and related	$	17,500	$	17,500
Liabilities assumed in Ra Minerals acquisition		139,973		153,096
Put option liability		25,000		50,000
Legal and consulting fees		145,000		145,000
Other		12,000		12,000
	$	339,473	$	377,596

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NOTE 6 – NOTES PAYABLE

Our notes payable consisted of the following at:

	March 31, 2015		December 31, 2014
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default	$	500,000	$	500,000
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default		413,223		413,223
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012, currently in default		190,000		190,000
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default		250,000		250,000
	$	1,353,223	$	1,353,223

The two convertible notes payable to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulted from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru.

The two notes payable to Pinnacle Minerals Corporation (“Pinnacle”) resulted from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owned or controled portions of mineral properties in Peru.  Pinnacle has initiated legal action related to these unpaid obligations (see Note 12).

The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru.  Therefore, we have discontinued our efforts in Peru and contend nothing further is payable by us under these promissory notes.  The ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on our resolution of our dispute with SV and of the legal actions discussed in Note 12.  We are currently unable to predict the ultimate outcome of these matters.

NOTE 7 – STOCKHOLDERS’ DEFICIT

We have 50,000,000 shares of no par value, non-voting convertible preferred stock authorized.  As of March 31, 2015 and December 31, 2014, there were no shares of preferred stock outstanding.

We also have 800,000,000 shares of $0.001 par value common stock authorized.

During the three months ended March 31, 2015, we cancelled 3,000 shares of our common stock, reducing common stock and increasing additional paid-in capital by $3 for the par value of the stock.

During the three months ended March 31, 2014, we issued a total of 42,191,614 shares of our common stock: 37,191,614 shares valued at $67,276 for conversion of debt and 5,000,000 shares valued at $32,500 for exploration and evaluation expenses pursuant to our mineral property option agreements (Note 3).

As of March 31, 2015 and December 31, 2014, we had 415,392 shares of our common stock acquired in a previous stock repurchase program that are recorded as treasury shares at a cost of $49,008.

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NOTE 8 – STOCK WARRANTS

We have issued warrants to purchase shares of our common stock in connection with equity financing agreements and pursuant to certain consulting agreements.

A summary of the status of our stock warrants as of March 31, 2015 and changes during the three months then ended is presented below:

			Weighted  Average
	Shares		Exercise Price
Outstanding, December 31, 2014		19,650,000	$	0.0043
Granted		-
Canceled / Expired		-
Exercised		-
Outstanding, vested and exercisable, March 31, 2015		19,650,000	$	0.043

The following summarizes the exercise price per share and expiration date of our outstanding warrants to purchase common stock at March 31, 2015:

Expiration Date	Price		Number
2015	$	0.05		4,000,000
2017	$	0.06		2,500,000
2017	$	0.04		4,000,000
2017	$	0.08		4,000,000
2017	$	0.05		150,000
2019	$	0.003		5,000,000
				19,650,000

NOTE 9 – STOCK-BASED COMPENSATION

We account for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation.  Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses.  We had no stock-based compensation expense for the three months ended March 31, 2015 and 2014.

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The following table summarizes the stock option activity during the three months ended March 31, 2015:

	Options			Weighted Average Exercise Price		Weighted Average  Remaining  Contract Term	Aggregate Intrinsic Value
Outstanding at December 31, 2014		3,300,000		$	0.08
Granted		-
Exercised		-
Expired or cancelled		(100,000	)	$	0.05
Outstanding, vested and exercisable at March 31, 2015		3,200,000		$	0.08	1.94	$                                                  -

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.0022 as of March 31, 2015 that would have been received by the holders of in-the-money options had the option holders exercised their options as of that date.

As of March 31, 2015, there was no future compensation cost related to non-vested stock-based awards not yet recognized in our condensed consolidated statements of operations and comprehensive loss.

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NOTE 10 – EARNINGS (LOSS) PER SHARE

The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants and rights outstanding using the treasury stock method and the average market price per share during the period.

The shares used in the computation of our basic and diluted earnings per share are reconciled as follows:

	Three Months Ended  March 31,
	2015		2014
Weighted average number of shares outstanding - basic		456,355,715		434,090,728
Dilutive effect of stock options and warrants		-		787,500
Weighted average number of shares outstanding - diluted		456,355,715		434,878,228

As of March 31, 2015, we had outstanding options and warrants to purchase a total of 22,850,000 common shares that could have a future dilutive effect on the calculation of earnings per share.

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NOTE 11 – COMPENSATION AGREEMENTS

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 currently compensates Mr. Gunn at $9,000 per month.

Dennis P. Gauger

Pursuant to an Independent Contractor Agreement dated January 17, 2013, we currently compensate Dennis Gauger, our Chief Financial Officer, at $5,000 per month.

Board of Directors

We currently compensate the members of our Board of Directors at $1,000 per month.

NOTE 12 – LEGAL MATTERS

On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture.  The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK.  We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement.  Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013.  The parties have submitted the dispute to binding arbitration in Reno, Nevada.  While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.  All discovery has been completed and the case is set for arbitration on May 27-29, 2015.

On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties.  Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company.  Mr. Klein is a former Chief Executive Officer and a former member of the Board of Directors of the Company.  We subsequently entered into a settlement agreement with Mr. Klein and have removed him from this case.  We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests.  Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company.  The Company has filed an answer to the counterclaim.  Formal discovery has commenced, and a trial date has been set for September 28, 2015.

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NOTE 13 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

During the three months ended March 31, 2015 and 2014, we made no cash payments for income taxes.

During the three months ended March 31, 2015 and 2014, we made cash payments for interest totaling $0 and $18,808, respectively.

During the three months ended March 31, 2015, we had the following non-cash financing and investing activities:

· Decreased marketable securities and increase accumulated other comprehensive loss by $25,110.

· Decreased common stock and increased additional paid-in capital by $3.

During the three months ended March 31, 2014, we had the following non-cash financing and investing activities:

· Decreased accrued interest payable by $1,700, decreased notes payable by $15,685, decreased debt discount by $2,967, decreased derivative liability by $52,106, increased common stock by $37,192 and increased additional paid-in capital by $30,084 for common shares issued in conversion of debt.

NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the three months ended March 31, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

NOTE 15 – SUBSEQUENT EVENTS

We have evaluated events occurring after the date of our accompanying consolidated balance sheet and through the date of the filing of this Quarterly Report on Form 10-Q.  No material subsequent events requiring adjustment to our accompanying consolidated financial statements or requiring disclosure were identified.

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Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations

FORWARD LOOKING STATEMENTS

Except for historical information, the following Management’s Discussion and Analysis contains forward-looking statements based upon current expectations that involve certain risks and uncertainties. Such forward-looking statements include statements regarding, among other things, (a) our estimates of mineral reserves and mineralized material, (b) our growth strategies, (c) our expectations regarding property acquisitions or exploration plans, (d) anticipated trends in our industry, (e) our future financing plans, (f) our anticipated needs for working capital, (g) our lack of operational experience and (h) the benefits related to ownership of our common stock. 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,” “intend,” or “project” or the negative of these words or other variations on these words or comparable terminology. 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” as well as in this Report 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 “Risk Factors” described in our Annual Report on Form 10-K for the year ended December 31, 2014 filed with the Securities and Exchange Commission (the “SEC”) and matters described in this Report generally.  In light of these risks and uncertainties, there can be no assurance that the forward-looking statements contained in this Report will in fact occur as projected.

OVERVIEW

We are a mineral exploration and development company, formed in Minnesota on June 2, 1997 and reincorporated in the State of Nevada in May 2008. 

Our business includes acquiring mineral properties with potential production and future growth through exploration discoveries.  Our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects.  Our current efforts are focused on our properties in Nevada.

We have entered into an agreement to acquire an 80% interest in the Vanderbilt Silver and Gold Project, the Coyote Fault Gold and Silver Project, and claims that are an extension to the Coyote Fault property, all located adjacent to the producing Mineral Ridge property near Silver Peak, Nevada (the “Mhakari Properties”).  In addition, we entered into an agreement to acquire the rights to 16 unpatented lode mining claims on BLM lands in Esmeralda County, Nevada, also located near the Mineral Ridge property (the “North Springs Properties”).

We have contracted the professional mining services of Cardno MM&A (“Cardno”) to perform the technical evaluation of our Nevada mineral properties.  We began first round evaluation on the Vanderbilt property, which we believe is a viable gold and silver exploration project.   With the assistance of Cardno, we are currently permitting an exploration drilling program including up to 20 exploration drill holes using reverse circulation (“RC”).  Other highlights include establishing survey control of the property’s three patent claims from 1876, contracting heavy equipment for access road improvement and drill pad construction, and establishing a strong, positive relationship with the local lead regulator office. We have also spent time evaluating the North Springs Properties, and have decided to defer future work on them.

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In October 2014, we participated in a private placement in Ximen Mining Corp. (“Ximen”), a Canadian publicly listed mineral exploration company, with an investment of $124,000.   We purchased 450,000 units consisting of one common share and one non-transferable warrant entitling us to purchase one further common share of Ximen at an exercise price of $0.40 per warrant share for a period of two years.  Ximen is focused on the exploration and development of gold projects in southern British Columbia and currently has a 100% interest in two properties: the Gold Drop Project and the Brett Gold Project.

As funding permits, we intend to continue to strategically acquire, explore and develop mineral properties.  We plan to provide joint venture opportunities for mining companies to conduct exploration or development on mineral properties we own or control.  We, together with any future joint venture partners, intend to explore and develop selected properties to a stage of proven and probable reserves, at which time we would then decide whether to sell our interest in a property or take the property into production alone or with our future partner(s).  By joint venturing our properties, we may be able to reduce our costs for further work on those properties, while continuing to maintain and acquire interests in a portfolio of gold and base strategic metals properties in various stages of mineral exploration and development.  We expect that this corporate strategy will minimize the financial risk that we would incur by assuming all the exploration costs associated with developing any one property, while maximizing the potential for success and growth.

GOING CONCERN UNCERTAINTY

Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $60,750,081 and a total stockholders’ deficit of $1,528,132 at March 31, 2015.  We currently have no operating revenues.

During 2014, we completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  This funding has helped capitalize the Company, extinguish certain liabilities and provided working capital.

As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition and development of our Nevada mineral properties.  None of these mineral properties currently have reserves.  We believe we will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects.  There can be no assurance that we will be successful in raising the required capital at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.  These factors and our negative working capital position together raise substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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CRITICAL ACCOUNTING POLICIES

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make a variety of estimates and assumptions that affect: (1) the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, and (2) the reported amounts of revenues and expenses during the reporting periods covered by the financial statements.  Our management routinely makes judgments and estimates about the effect of matters that are inherently uncertain.  As the number of variables and assumptions affecting the future resolution of the uncertainties increases, these judgments become even more subjective and complex.  We have identified certain accounting policies that are most important to the portrayal of our current financial condition and results of operations.  Our significant accounting policies are disclosed in Note 2 of the Notes to Consolidated Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014, and certain of these critical accounting policies are as follows:

Marketable Securities

Marketable securities consist of investments in common stock of a publicly held mining company.  The marketable securities are stated at market value, with market value based on market quotes.  Unrealized gains and losses resulting from changes in market value are recorded as other comprehensive income, a component of stockholders’ equity in our consolidated balance sheet.  Realized gains and losses resulting from the sale or disposition of marketable securities are reflected in net income or loss for the period.  Estimated impairment losses that are determined to be other-than-temporary are included in net income or loss for the period.

Property and Equipment

Mine development costs are capitalized after proven and probable reserves have been identified.  Amortization of mine development costs will be calculated using the units-of-production method over the expected life of the operation based on the estimated proven and probable reserves.  As of December 31, 2014 and 2013, we had no mineral properties with proven or probable reserves and no amortizable mine development costs.

Mineral Property Acquisition Costs

Mineral property acquisition costs are recorded at cost and capitalized where an evaluation of market conditions and other factors imply the acquisition costs are recoverable.  Such factors may include the existence or indication of economically mineable reserves, a market for the subsequent sale of the mineral property, the stage of exploration and evaluation of the property, historical exploration or production data, and the geographic location of the property.  Once a determination has been made that a mineral property has proven or probable reserves that can be produced profitably, depletion of the capitalized acquisition costs will be computed at the commencement of commercial production on the units-of-production basis using estimated proven and probable reserves.  As of December 31, 2014 and 2013, we had no capitalized mineral property acquisition costs.

Where an evaluation of market conditions and other factors results in uncertainty as to the recoverability of exploration mineral property acquisition costs, the costs are expensed as incurred and included in exploration and evaluation expenses.

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Exploration and Evaluation Expenses

Exploration expenses relating to the search for resources suitable for commercial production, including researching and analyzing historic exploration data, conducting topographical, geological, geochemical and geophysical studies, exploratory drilling, trenching and sampling are expensed as incurred.

Evaluation expenses relating to the determination of the technical feasibility and commercial viability of a mineral resource, including determining volume and grade of deposits, examining and testing extraction methods, metallurgical or treatment processes, surveying transportation and infrastructure requirements and conducting market and finance studies are expensed as incurred.

Mineral Property Development Costs

Mineral property development costs relate to establishing access to an identified mineral reserve and other preparations for commercial production, including infrastructure development, sinking shafts and underground drifts, permanent excavations, and advance removal of overburden and waste rock.

When it is determined that commercially recoverable reserves exist and a decision is made by management to develop the mineral property, mineral property development costs are capitalized and carried forward until production begins.  The capitalized mineral property development costs are then amortized using the units-of-production method using proven and probable reserves as the mineral resource is mined.

Proven and Probable Ore Reserves

We currently have no proven or probable ore reserves.

On a periodic basis, if warranted based on our property portfolio and the stage of development of each property, management would review the reserves that reflect estimates of the quantities and grades of metals at our mineral properties which management believes can be recovered and sold at prices in excess of the total cost associated with mining and processing the mineralized material.  Management’s calculations of proven and probable ore reserves would be based on, along with independent consultant evaluations, in-house engineering and geological estimates using current operating costs, metals prices and demand for the metals. Periodically, management may obtain external determinations of reserves.

Closure, Reclamation and Remediation Costs

Current laws and regulations require certain closure, reclamation and remediation work to be done on mineral properties as a result of exploration, development and operating activities.  We periodically review the activities performed on our mineral properties and make estimates of closure, reclamation and remediation work that will need to be performed as required by those laws and regulations and make estimates of amounts that are expected to be incurred when the closure, reclamation and remediation work is expected to be performed.  Future closure, reclamation and environmental related expenditures are difficult to estimate in many circumstances due to the early stages of investigation, uncertainties associated with defining the nature and extent of environmental contamination, the uncertainties relating to specific reclamation and remediation methods and costs, application and changing of environmental laws, regulations and interpretation by regulatory authorities, the country where the project is located, and the possible participation of other potentially responsible parties.

At December 31, 2014 and 2013, we had no mining projects that had advanced to the stage where closure, reclamation and remediation costs were required to be accrued.

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Property Evaluations and Impairment of Long-Lived Assets

We review and evaluate the carrying amounts of our mineral properties, capitalized mineral property development costs and related buildings and equipment, and other long-lived assets when events or changes in circumstances indicate that the carrying amount may not be recoverable.  Estimated future net cash flows, on an undiscounted basis, from a property or asset are calculated using estimated recoverable minerals (considering current proven and probable reserves and mineralization expected to be classified as reserves where applicable); estimated future mineral price realization (considering historical and current prices, price trends and related factors); operating, capital and reclamation costs; , and other factors beyond proven and probable reserves such as estimated market value for the property in an arms-length sale.  Reduction in the carrying value of property, plant and equipment, or other long-lived assets, with a corresponding charge to earnings, are recorded to the extent that the estimated future net cash flows are less than the carrying value.

Estimates of future cash flows are subject to risks and uncertainties.  It is reasonably possible that changes in circumstances could occur which may affect the recoverability of our properties and long-lived assets.

Revenue Recognition

Revenue from the sale of precious metals is recognized when title and risk of ownership passes to the buyer and the collection of sales proceeds is assured.

Revenue from the rental of drilling equipment is recognized when the agreed upon rental period is completed and the collection of rental proceeds is assured.

Income Taxes

We recognize a liability or asset for deferred tax consequences of all temporary differences between the tax bases of assets and liabilities and their reported amounts in the financial statements that will result in taxable or deductible amounts in future years when the reported amounts of the assets and liabilities are recovered or settled.  Deferred tax items mainly relate to net operating loss carry forwards and accrued expenses.  These deferred tax assets or liabilities are measured using the enacted tax rates that will be in effect when the differences are expected to reverse.  The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date.  Deferred tax assets are reviewed periodically for recoverability, and valuation allowances are provided when it is more likely than not that some or all of the deferred tax assets may not be realized.  As of March 31, 2015 and December 31, 2014, we had fully reduced our net deferred tax assets by recording a 100% valuation allowance.

Foreign Currency Transactions

At times, certain of our cash accounts may be deposited in a foreign bank.  Gains and losses resulting from translation of such account balances are included in operating results, as are gains and losses from foreign currency transactions.

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Comprehensive Income (Loss)

We present the components of other comprehensive income (loss) in a single continuous consolidated statement of comprehensive income (loss).  Currently, other comprehensive loss consists of unrealized losses on our marketable securities.

Earnings per Common Share

The computation of basic earnings per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average outstanding common stock equivalents which would arise from the exercise of stock options and warrants using the treasury stock method and the average market price per share during the period.

RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the three months ended March 31, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

RESULTS OF OPERATIONS

Revenues

We currently have no operating revenues and accordingly, reported to revenues for the three months ended March 31, 2015 and 2014.

Operating Costs and Expenses

During the three months ended March 31, 2015, we incurred no exploration and evaluation expenses for our Nevada properties.  During the three months ended March 31, 2014, we incurred exploration and evaluation expenses of $32,500, consisting of expenses for our Mhakari Properties required by the related option and acquisition agreement.

Our exploration projects currently do not have reserves.  The Mhakari and North Springs Properties in Nevada are currently our only mineral properties.  More detailed explanations of these mineral properties are provided in Note 3 to our condensed consolidated financial statements.

General and administrative expenses were $144,178 and $127,454 for the three months ended March 31, 2015 and 2014, respectively.  These expenses include investor relations, consulting fees for our officers and directors, legal and professional fees, other outside consulting fees, travel and stock-based compensation expense.  The increase in our general and administrative expenses in the current year is due primarily to ongoing legal expenses.

Depreciation and amortization expense is not currently material to our consolidated financial statements and was $76 and $228 for the three months ended March 31, 2015 and 2014.

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Other Income (Expense)

Interest and other income currently are not material to our condensed consolidated financial statements, and totaled $91 and $0 for the three months ended March 31, 2015 and 2014, respectively.

We reported a foreign gain of $19,378 and $8,153 for the three months ended March 31, 2015 and 2014, respectively.  The amount of the foreign currency gain or loss will fluctuate from period to period depending on the balance maintained in foreign bank accounts, our foreign investments, and changes in foreign exchange rates.

We reported a gain on extinguishment of debt of $1,200 and $503,065 for the three months ended March 31, 2015 and 2014, respectively.  A significant portion of the gain in the prior year resulted from the repayment of convertible debt or the conversion of convertible debt into shares of our common stock where related derivative liabilities were extinguished.  We have also had favorable results from efforts to settle outstanding obligations.

Interest expense was $0 and $43,306 for the three months ended March 31, 2015 and 2014, respectively.  The decrease in interest expense was due primarily to the repayment in full of convertible notes payable to an institutional investor during the first three months of the prior year.   We currently have no interest bearing debt.

We reported a loss on derivative liability of $445,881 for the three months ended March 31, 2014 related to convertible notes payable to an institutional investor.  We estimated the fair value of the derivative for the conversion feature of the notes at the inception of each note and at each subsequent report date or date of conversion or payment using the Black-Scholes pricing model, resulting in a gain or loss on derivative liability.  As discussed above, we repaid the convertible notes payable during the first three months of the prior year.

We reported a gain on disposition of assets of $249,536 in the three months ended March 31, 2014 resulting primarily from the receipt of the initial payment from the sale of our 10% interest in the Santa Rosa Gold Mine, net of certain fees and expenses.  We had no gain or loss on disposition of assets in the three months ended March 31, 2015.

Net Income (Loss)

As a result, we reported net loss of $123,585 for the three months ended March 31, 2015 and net income of $111,385 for the three months ended March 31, 2014.

LIQUIDITY AND CAPITAL RESOURCES

We have a history of operating losses since our inception in 1997, and had an accumulated deficit of $60,750,081 and a total stockholders’ deficit of $1,528,132 at March 31, 2015.  At March 31, 2015, we had current assets of $618,177 and current liabilities of $2,146,309, resulting in a working capital deficit of $1,528,132.  Included in current assets at March 31, 2015 was cash of $380,096, substantially all of which is deposited in a corporate savings account, and deposits held in a legal escrow account of $190,000.

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During 2014, we completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2.6 million.  This funding has helped capitalize the Company, extinguish certain liabilities and provided working capital.

We have entered into options and agreements for the acquisition and development of our mineral properties that will require significant funds and require us to raise additional capital to complete the acquisitions and to fund the required exploration, evaluation and development costs and expenditures.  There can be no assurance that we will be successful in raising the required capital or that any of these mineral properties will ultimately attain a successful level of operations.  None of our mineral properties currently have reserves.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.

Notes Payable

We have two notes payable totaling $913,223 to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulting from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru.

In addition, we have two notes payable totaling $440,000 to Pinnacle Minerals Corporation (“Pinnacle”) resulting from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owns or controls portions of mineral properties in Peru.  Pinnacle has initiated legal action related to these unpaid obligations.

The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru.  Therefore, we have discontinued our efforts in Peru and contend nothing further is payable by us under these promissory notes.  The ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on the resolution of related legal actions described elsewhere in this report.  We are currently unable to predict the ultimate outcome of these matters.

Net Cash Provided By or Used In Operating, Investing and Financing Activities

During the three months ended March 31, 2015, net cash used in operating activities was $262,894 as a result of our net loss of $123,585, total non-cash gains of $2,905 and decreases in accounts payable of $105,861 and $38,123, partially offset by non-cash expense of $76 and a decrease in prepaid expenses and other current assets of $7,504.

During the three months ended March 31, 2014, net cash used in operating activities was $117,566 as a result non-cash gains totaling $752,601, partially offset by net income of $111,385, total non-cash expenses of $495,954, decrease in prepaid expenses and other current assets of $99, and increases in accounts payable of $5,778, accrued liabilities of $11,819 and deposits of $10,000.

During the three months ended March 31, 2014, we had net cash provided by investing activities of $249,536, consisting primarily of proceeds from the sale of our 10% ownership interest in the Santa Rosa, Panama gold project.  During the three months ended March 31, 2015, we had no net cash provided by or used in investing activities.

During the three months ended March 31, 2014, net cash used in financing activities was $59,075, comprised of payments of notes payable.  During the three months ended March 31, 2015, we had no net cash provided by or used in financing activities.

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Off-Balance Sheet Arrangements

As of March 31, 2015, we had no material off-balance sheet arrangements.

Item 4.  Controls and Procedures

Disclosure Controls and Procedures

Our management, under the supervision and with the participation of our principal executive officer and chief financial officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Exchange Act) as of March 31, 2015.  Based on that evaluation, our principal executive officer and chief financial officer concluded that the disclosure controls and procedures employed at the Company were not effective to ensure that the information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms.

Due to lack of funding, we significantly scaled back our operations, including eliminating certain employees with accounting and administrative responsibilities.  As a result, at March 31, 2015 we had insufficient segregation of accounting and financial reporting duties.  We consider this to be a material weakness in our internal control over financial reporting.

Changes in Internal Control Over Financial Reporting

Other than the lack of segregation of duties described above, there was no change in our internal control over financial reporting during the fiscal quarter ended March 31, 2015 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II - OTHER INFORMATION

Item 1.  Legal Proceedings

On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture.  The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK.  We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement.  Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013.  The parties have submitted the dispute to binding arbitration in Reno, Nevada.  While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.  All discovery has been completed and the case is set for arbitration on May 27-29, 2015.

On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties.  Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company.  Mr. Klein is a former Chief Executive Officer and a former member of the Board of Directors of the Company.  We subsequently entered into a settlement agreement with Mr. Klein and have removed him from this case.  We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests.  Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company.  The Company has filed an answer to the counterclaim.  Formal discovery has commenced, and a trial date has been set for September 28, 2015.

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Item 1A.  Risk Factors

Not Applicable.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

Recent Sales of Unregistered Securities

During the three months ended March 31, 2015, we had no sales of unregistered securities.

Item 3.  Defaults Upon Senior Securities

Not applicable for the three months ended March 31, 2015.

Item 4.  Mine Safety Disclosures

Not applicable.

Item 5.  Other Information

None

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Item 6.  Exhibits

Exhibit No.	Description
3.1	Articles of Incorporation of Golden Phoenix Minerals, Inc.(1)
3.2	Bylaws of Golden Phoenix Minerals, Inc.(1)
3.3	Amended and Restated Articles of Incorporation of Golden Phoenix, Minerals, Inc.(2)
3.4	Amended and Restated Articles of Incorporation of Golden Phoenix Minerals, Inc.(3)
3.5	Certificate of Amendment to Articles of Incorporation of Golden Phoenix Minerals, Inc. (4)
3.6	Amended and Restated Bylaws of Golden Phoenix Minerals, Inc.(3)
4.1	Specimen Common Stock Certificate of Golden Phoenix Minerals, Inc.(3)
4.2	Form of Warrant of Golden Phoenix Minerals, Inc.(5)
4.3	Form of Warrant of Golden Phoenix Minerals, Inc. – Lincoln Park Capital private placement, February 29, 2012(6)
31.1	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.*
101.INS	XBRL Instance**
101.SCH	XBRL Schema**
101.CAL	XBRL Calculations**
101.DEF	XBRL Definitions**
101.LAB	XBRL Label**
101.PRE	XBRL Presentation**

*Filed herewith.

** The XBRL related information in Exhibit 101 shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to liability of that section

and shall not be incorporated by reference into any filing or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing or document.

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(1)	Incorporated by reference from Form 10SB12G filed with the SEC on July 30, 1997.
(2)	Incorporated by reference from Form SB-2/A filed with the SEC on June 29, 2007.
(3)	Incorporated by reference from Form 8-K filed with the SEC on June 5, 2008.
(4)	Incorporated by reference from Form 8-K filed with the SEC on December 8, 2010.
(5)	Incorporated by reference from Exhibit A to Exhibit 10.1 of Form 8-K filed with the SEC on April 25, 2007.
(6)	Incorporated by reference from Form 8-K filed with the SEC on March 7, 2012.

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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:           May 14, 2015	By:	/s/ Donald Gunn
		Name:  Donald Gunn
		Title:  President and Chairman of Interim Governing Board, Principal Executive Officer
Date:           May 14, 2015	By:	/s/ Dennis P. Gauger
		Name:  Dennis P. Gauger
		Title:  Chief Financial Officer

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EX-31.1

EXHIBIT 31.1

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Donald Gunn, certify that:

1. I have reviewed this Quarterly Report of Golden Phoenix Minerals, Inc. on Form 10-Q for the period ending March 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2015	By: /s/ Donald Gunn
	Donald Gunn
	President, Chairman of Interim Governing Board (Principal Executive Officer)

EX-31.2

EXHIBIT 31.2

OFFICER’S CERTIFICATE

PURSUANT TO SECTION 302

I, Dennis P. Gauger, certify that:

1. I have reviewed this Quarterly Report of Golden Phoenix Minerals, Inc. on Form 10-Q for the period ending March 31, 2015;

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements and other financial information included in this report, fairly present in all material respects the financial condition, results of operations, and cash flows of the registrant as of, and for, the periods presented in this report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

d) Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: May 14, 2015	By: /s/ Dennis P. Gauger
	Dennis P. Gauger
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

EX-32.1

EXHIBIT 32

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Golden Phoenix Minerals, Inc. (the “Company”) on Form 10-Q for the period ended March 31, 2015, as filed with the Securities and Exchange Commission on the date hereof (the “Report”), we, Donald Gunn, Chief Executive Officer, and Dennis P. Gauger, Chief Financial Officer, on the date indicated below, hereby certify pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of our knowledge:

1. The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operation of the Company.

Date: May 14, 2015	By: /s/ Donald Gunn
	Donald Gunn
	President, Chairman of Interim Governing Board
	(Principal Executive Officer)

Date: May 14, 2015	By: /s/ Dennis P. Gauger
	Dennis P. Gauger
	Chief Financial Officer
	(Principal Accounting and Financial Officer)

A signed original of this written statement required by Section 906, or other document authentications, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Golden Phoenix Minerals, Inc. and will be retained by Golden Phoenix Minerals, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

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Note 8 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Details
Common stock warrants outstanding	19,650,000	19,650,000
Common Stock Warrants Outstanding Weighted Average Price	$ 0.043	$ 0.0043

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Note 13 - Supplemental Statement of Cash Flows Information (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Interest Paid	$ 0	$ 18,808
Marketable Securities, Gain (Loss)	25,110
Decrease Common Stock and Increase Additional Paid In Capital	3
Increase (Decrease) in Interest Payable, Net		1,700
Increase (Decrease) in Notes Payable, Current		15,685
Increase Decrease in Debt Discount		2,967
Increase Decrease in Derivative Liability		52,106
Increase Decrease in Common Stock for Common Shares Issued in Conversion of Debt		37,192
Increase Decrease in Additional Paid In Capital for Common Shares Issued in Conversion of Debt		$ 30,084

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Note 3 - Mineral Properties (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Feb. 26, 2013
Details
Option to acquire up to an undivided interest in the Mhakari Properties		80.00%
Option to acquire Mhakari Properties Cash Payments Consideration		$ 25,500
Option to acquire Mhakari Properties Cash Payable Upon Execution		20,000
Option to acquire Mhakari Properties Cash Payable Within 60 Days		5,500
Option to acquire Mhakari Properties Cash Payable On 6 and 9 Month Anniversary		15,000
Option to acquire Mhakari Properties Cash Payable On 15 Month Anniversary		50,000
Option to acquire Mhakari Properties Equity Payments Common Shares		8,000,000
Option to acquire Mhakari Properties Equity Payments Common Shares 4 Month Anniversary		7,000,000
Option to acquire Mhakari Properties Equity Payments Common Shares 12 Month Anniversary		5,000,000
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures		500,000
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures 18 to 30 Months from date of agreement		500,000
Option to acquire Mhakari Properties Work Commitment exploration and development expenditures aggregate 48 months from date of agreement		2,000,000
Option to acquire Mhakari Properties Work Commitment Safely Enhancement Annual Earmark		10,000
Advance royalty payments	5,000
Shares issued per North Springs Agreement	1,000,000
Minimum annual work 1st Year	10,000
Minimum annual work 5th Year and thereafter	$ 100,000

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Note 5 - Accrued Liabilities: Schedule of Accrued Liabilities (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Accrued Liabilities

	March 31, 2015	December 31, 2014
Accrued payroll and related	$           17,500	$           17,500
Liabilities assumed in Ra Minerals acquisition	139,973	153,096
Put option liability	25,000	50,000
Legal and consulting fees	145,000	145,000
Other	12,000	12,000
	$         339,473	$         377,596

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Note 9 - Stock-based Compensation (Details) (USD $)	Mar. 31, 2015
Details
Closing stock price	$ 0.0022

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Note 6 - Notes Payable: Schedule of Debt (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Long-term Debt	$ 1,353,223	$ 1,353,223
SVNote1Member
Long-term Debt	500,000	500,000
SVNote2Member
Long-term Debt	413,223	413,223
PinnacleMember
Long-term Debt	190,000	190,000
PinnacleConvertibleNoteMember
Long-term Debt	$ 250,000	$ 250,000

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Note 4 - Marketable Securities

3 Months Ended

Mar. 31, 2015

Notes

Note 4 - Marketable Securities

NOTE 4 – MARKETABLE SECURITIES

In October 2014, we participated in a private placement in Ximen Mining Corp. (“Ximen”), a Canadian publicly listed mineral exploration company, with an investment of $124,000.   We purchased 450,000 units consisting of one common share and one non-transferable warrant entitling us to purchase one further common share of Ximen at an exercise price of $0.40 per warrant share for a period of two years.  Ximen is focused on the exploration and development of gold projects in southern British Columbia and currently has a 100% interest in two properties: the Gold Drop Project and the Brett Gold Project. 

These marketable securities were recorded at market value, with market value based on market quotes.  We classified these marketable securities as securities held-for-sale in accordance with ASC Topic 320, Investments – Debt and Equity Securities.  Unrealized gains and losses resulting from changes in market value are recorded as other comprehensive income, a component of stockholders’ equity in our consolidated balance sheet.

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Note 10- Earnings (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Details
Weighted average number of common shares outstanding: Basic	456,355,715	434,090,728
Dilutive Securities, Effect on Basic Earnings Per Share, Dilutive Convertible Securities		$ 787,500
Weighted average number of common shares outstanding: Diluted	456,355,715	434,878,228

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Note 9 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Share-based Compensation, Stock Options, Activity

	Options	Weighted Average Exercise Price	Weighted Average Remaining Contract Term	Aggregate Intrinsic Value
Outstanding at December 31, 2014	3,300,000	$   0.08
Granted	-
Exercised	-
Expired or cancelled	(100,000)	$   0.05
Outstanding, vested and exercisable at March 31, 2015	3,200,000	$   0.08	1.94		$   -

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Note 8 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock

Expiration Date	Price	Number
2015	$    0.05	4,000,000
2017	$    0.06	2,500,000
2017	$    0.04	4,000,000
2017	$    0.08	4,000,000
2017	$    0.05	150,000
2019	$    0.003	5,000,000
		19,650,000

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Note 10- Earnings (loss) Per Share (Details)	Mar. 31, 2015
Details
Outstanding options and warrants	22,850,000

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Note 10- Earnings (loss) Per Share: Schedule of Earnings Per Share, Basic and Diluted (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Earnings Per Share, Basic and Diluted

	Three Months Ended  March 31,
	2015	2014
Weighted average number of shares outstanding - basic	456,355,715	434,090,728
Dilutive effect of stock options and warrants	-	787,500
Weighted average number of shares outstanding - diluted	456,355,715	434,878,228

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Note 1 - Description of Business and Basis of Financial Statement Presentation (Details)	3 Months Ended
	Mar. 31, 2015
Details
Entity Incorporation, State Country Name	Nevada

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Note 3 - Mineral Properties

3 Months Ended

Mar. 31, 2015

Notes

Note 3 - Mineral Properties

NOTE 3 – MINERAL PROPERTIES

Our current efforts are focused on our mining properties in Nevada.  These properties are early exploration stage and we have not developed any future exploration plans due to the lack of funding.

We have entered into an agreement to acquire an 80% interest in the “Mhakari Properties”, which include the Vanderbilt Silver and Gold Project, the Coyote Fault Gold and Silver Project, and Galena Flat Gold Project, and claims that are an extension to the Coyote Fault property, all located adjacent to the producing Mineral Ridge property near Silver Peak, Nevada   In addition, we entered into an agreement to acquire the rights to the “North Springs” properties consisting of 16 unpatented lode mining claims in three claim blocks on BLM lands in Esmeralda County, Nevada, also located near the Mineral Ridge property .

Mhakari Properties

The Mhakari properties are all in early stage exploration and do not contain any reserves.  Of the three properties held under the Mhakari Option Agreement, the Vanderbilt and Coyote Fault properties have been those where we have performed exploration activities consisting of sampling and mapping.  Because the three properties are exploration in nature, there is no infrastructure established.

Vanderbilt

The Vanderbilt property is located within 4 miles of the town of Silver Peak, Nevada and highway 265 via Coyote Road.  It is comprised of 44 claims, plus 3 patented claims for a total of 900 acres and is located on the southern flank of Mineral Ridge within the Silver Peak Range.  The Vanderbilt property is within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east.  Phase I geologic mapping and outcrop sampling (above ground) was completed in October 2010, resulting in average grades of 2.1 g/t gold and 58.6 g/t silver.  A Phase II exploration program (below ground) in the old mine workings was commenced during the first quarter of 2011 to help identify drill targets, with an exploratory drill program expected to begin as funding is obtained and the Company receives permits from the BLM.

Coyote Fault/Coyote Fault Extension

The Coyote Fault/Coyote Fault Extension claim block is within nine miles of Silver Peak, Nevada and Hwy 265 via Coyote Road.  The property consists of 110 contiguous unpatented mining claims having a total of 2,200 acres, and is also located within the middle of the Walker Lane tectonic belt with the Sierra uplift to the west and the Basin and Range to the east. The property is on the northern flank of Mineral Ridge and is along the eastern edge of the Silver Peak Range.  Phase 1 geologic mapping and outcrop sampling (above ground) was completed on the Coyote Fault claim group in December 2010, which identified a new potential gold exploration target.  No further exploration plans have been developed at this time.

Galena Flat

The Galena Flat claims are found about 4 miles from Silver Peak, Nevada and can be accessed by dirt road from the historic town site of Blair off of State Highway 265.  The project is in early stage exploration and consists of 24 unpatented lode mining claims for a total of 480 acres.  Very little exploration work has been conducted on the Galena Flat Project. No sampling or mapping has been conducted, and no further exploration plans have been developed at this time.

Amended and Restated Option Agreement

On February 26, 2013, we entered into an Amended and Restated Option Agreement with Mhakari Gold (Nevada) Inc. (“Mhakari”) with respect to the Mhakari Properties, which terminated all rights and obligations under prior agreements and restated the parties’ agreement with respect to each of the Mhakari Properties.

Mhakari granted us an option to acquire up to an undivided 80% interest in the Mhakari Properties for the following consideration to be paid by us to Mhakari:

Cash payments: $25,500, payable $20,000 upon execution of the agreement and $5,500 within 60 days thereafter; $20,000 payable on the 3 month anniversary of the agreement; $15,000 on the 6 month and 9 month anniversary of the agreement; and $50,000 on the 15 month anniversary of the agreement. 

Equity payments: 8,000,000 shares of our common stock upon the execution of the agreement; an additional 7,000,000 shares of our common stock on the 4 month anniversary of the agreement; and an additional 5,000,000 shares on the 12 month anniversary of the agreement.

Work commitment:  $500,000 in exploration and development expenditures on the Mhakari Properties within 18 months of the date of the agreement; an additional $500,000 in exploration and development expenditures between 18 months and 30 months from the date of the agreement; with no less than $2,000,000 in exploration and development expenditures in the aggregate within 48 months from the date of the agreement.  Inclusive in this work commitment, we are to earmark no less than $10,000 per contract year for 4 years to enhancing safety on the Mhakari Properties.

Upon satisfying the consideration payable under the agreement, we shall receive an 80% undivided interest in the Mhakari Properties and the parties shall enter into a joint venture to further develop the Mhakari Properties, with us retaining an 80% interest in the joint venture.  In the event that we fail to satisfy the entire purchase price by completing all cash, equity and work commitment payments within the required time frames, the agreement will be deemed to have been terminated and all payments made to date will be forfeited to Mhakari with no interest earned by us in the Mhakari Properties.

As of the date of filing this report, we have met the cash payments and equity payments obligations but were not current on the work commitment obligations.  We are currently in discussions with Mhakari and anticipate reaching an agreement on a revised work commitment schedule and beginning our work commitment in the near future as funding permits.

North Springs Properties

The North Springs Properties consist of a large, bulk-tonnage and a high-grade vein-shear hosted gold system located along the western margin of the Mineral Ridge Mining District, approximately 8 miles west of the town of Silver Peak and 3 miles west of the Mineral Ridge open pit and underground mines.  This property consists of 16 unpatented lode mining claims comprised of 320 acres.

Both the North Springs Properties and the Mineral Ridge deposits are situated along a regional northwest trending, large anticline known as the Mineral Ridge Metamorphic Core Complex. This complex contains extensive high-grade gold veins (52 miles of underground workings on low-angle veins) and stacked, low angle, shear zones, which has been open pit mined in several deposits.  The North Springs Properties occupies very similar geology, alteration and mineralization, geochemistry and structural setting to the Mineral Ridge deposits. Sampling to date has identified gold mineralization up to 0.8 ounces per ton from surface workings.  The North Springs Properties contain several untested gold targets that include open-pit, disseminated mineralization and high-grade shear zones and feeder veins, such as those that have been mined by several mining companies at the nearby Mineral Ridge deposits.  We plan exploration activities on the North Springs Properties in the near future as funding permits.

Exploration and Mining Lease with Options to Purchase Agreement

Under the terms of an Exploration and Mining Lease with Options to Purchase Agreement effective June 17, 2013 (the “North Springs Agreement”), we acquired the rights to the 16 unpatented lode mining claims comprising the North Springs Properties on BLM lands in Esmeralda County, Nevada, located near the operating Mineral Ridge gold project.  As required by the North Springs Agreement, we made advance royalty payments of $5,000 cash in June 2013 and issued 1,000,000 shares of our common stock in July 2013.  We are further obligated to make the following payments under the terms of the North Springs Agreement:

Date	Cash Payment	Common Share Payment
First Anniversary of Effective Date	$10,000	1,000,000 shares
Second Anniversary of Effective Date	$15,000	1,000,000 shares
Third Anniversary of Effective Date	$20,000	1,000,000 shares
Fourth Anniversary of Effective Date	$25,000	1,000,000 shares
Fifth Anniversary of Effective Date	$30,000
Six through Tenth Anniversary of Effective Date	$50,000
Eleventh through Fifteenth Anniversary of Effective Date	$75,000
Sixteenth and Each Subsequent Anniversary of Effective Date	$100,000

We are current on our obligations under the North Springs Agreement.

Subject to prior termination, the term of the North Springs Agreement shall be for a period of twenty years commencing on the effective date.  The Company is obligated to pay a production royalty equal to three percent of the Net Smelter Returns (“NSR”) from the production or sale of minerals from the North Springs Properties and meet defined minimum annual work commitments ranging from $10,000 in the first year to $100,000 beginning in the fifth year and thereafter.

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Note 2 - Going Concern (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014	Feb. 18, 2014
Accumulated deficit	$ 60,750,081	$ 60,626,496
Total stockholders' deficit	1,528,132	1,379,437
Santa Rosa Gold Mine
Purchase Price of Santa Rosa Gold Mine, Panama			$ 2,600,000

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Note 8 - Stock Warrants: Schedule Of Exercise Price Per Share Of Outstanding Warrants To Purchase Common Stock (Details) (USD $)	Mar. 31, 2015
Outstanding Warrants To Purchase Common Stock	19,650,000
OutstandingWarrantsGroup1Member
Exercise Price Per Share	0.05
Outstanding Warrants To Purchase Common Stock	4,000,000
OutstandingWarrantsGroup2Member
Exercise Price Per Share	0.06
Outstanding Warrants To Purchase Common Stock	2,500,000
OutstandingWarrantsGroup3Member
Exercise Price Per Share	0.04
Outstanding Warrants To Purchase Common Stock	4,000,000
OutstandingWarrantsGroup4Member
Exercise Price Per Share	0.08
Outstanding Warrants To Purchase Common Stock	4,000,000
OutstandingWarrantsGroup5Member
Exercise Price Per Share	0.05
Outstanding Warrants To Purchase Common Stock	150,000
OutstandingWarrantsGroup6Member
Exercise Price Per Share	0.003
Outstanding Warrants To Purchase Common Stock	5,000,000

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Condensed Consolidated Balance Sheets (USD $)	Mar. 31, 2015	Dec. 31, 2014
Current assets:
Cash	$ 380,096	$ 642,990
Prepaid expenses and other current assets	5,487	12,991
Deposits	190,000	190,000
Marketable securities	42,594	65,999
Total current assets	618,177	911,980
Other assets		76
Total assets	618,177	912,056
Current liabilities:
Accounts payable	453,613	560,674
Accrued liabilities	339,473	377,596
Notes payable	1,353,223	1,353,223
Total current liabilities	2,146,309	2,291,493
Commitments and contingencies
Stockholders' deficit:
Preferred stock, no par value, 50,000,000 shares authorized, none issued
Common stock; $0.001 par value, 800,000,000 shares authorized, 456,770,907 and 456,773,907 shares issued and outstanding, respectively	456,771	456,774
Additional paid-in capital	58,877,976	58,877,973
Treasury stock, 415,392 shares at cost	(49,008)	(49,008)
Accumulated other comprehensive loss	(63,790)	(38,680)
Accumulated deficit	(60,750,081)	(60,626,496)
Total stockholders' deficit	(1,528,132)	(1,379,437)
Total liabilities and stockholders' deficit	$ 618,177	$ 912,056

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Note 11 - Consulting Agreements (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
President
Officers' Compensation	$ 9,000
Chief Financial Officer
Officers' Compensation	5,000
Board of Directors Chairman
Officers' Compensation	$ 1,000

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Note 1 - Description of Business and Basis of Financial Statement Presentation

3 Months Ended

Mar. 31, 2015

Notes

Note 1 - Description of Business and Basis of Financial Statement Presentation

NOTE 1 – DESCRIPTION OF BUSINESS AND BASIS OF FINANCIAL STATEMENT PRESENTATION

Golden Phoenix Minerals, Inc. (the “Company” or “Golden Phoenix”) is a mineral exploration and development company engaged in acquiring mineral properties with potential production and future growth through exploration discoveries.  Pending requisite funding, our current growth strategy is focused on the expansion of our operations through the development of mineral properties into joint ventures or royalty mining projects.  Our current efforts are focused on our properties in Nevada.

The Company was formed in Minnesota on June 2, 1997 and reincorporated in the State of Nevada in May 2008.  

The accompanying condensed consolidated financial statements include the accounts of the Company and of Ra Minerals, Inc. (“Ra Minerals”), a wholly owned subsidiary.  All intercompany accounts and balances have been eliminated in consolidation.

The interim financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 is unaudited, and the balance sheet as of December 31, 2014 is derived from audited financial statements.  The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements.  Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles.  The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.  In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made.  All such adjustments are of a normal recurring nature.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

Certain amounts in the condensed consolidated financial statements for the three months ended March 31, 2014 have been reclassified to conform to the current period presentation.

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Note 4 - Marketable Securities (Details) (USD $)	3 Months Ended
	Mar. 31, 2015
Details
Payments to Acquire Marketable Securities	$ 124,000

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Note 10- Earnings (loss) Per Share: Earnings Per Share, Policy (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Earnings Per Share, Policy

The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants and rights outstanding using the treasury stock method and the average market price per share during the period.

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Note 5 - Accrued Liabilities: Schedule of Accrued Liabilities (Details) (USD $)	Mar. 31, 2015	Dec. 31, 2014
Accrued liabilities	$ 339,473	$ 377,596
AccruedPayrollAndRelatedMember
Accrued liabilities	17,500	17,500
LiabilitiesAssumedInRaAcquisitionMember
Accrued liabilities	139,973	153,096
PutOptionLiabilityMember
Accrued liabilities	25,000	50,000
LegalAndConsultingFeesMember
Accrued liabilities	145,000	145,000
Other1Member
Accrued liabilities	$ 12,000	$ 12,000

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Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Payments under North Springs Agreement

Date	Cash Payment	Common Share Payment
First Anniversary of Effective Date	$10,000	1,000,000 shares
Second Anniversary of Effective Date	$15,000	1,000,000 shares
Third Anniversary of Effective Date	$20,000	1,000,000 shares
Fourth Anniversary of Effective Date	$25,000	1,000,000 shares
Fifth Anniversary of Effective Date	$30,000
Six through Tenth Anniversary of Effective Date	$50,000
Eleventh through Fifteenth Anniversary of Effective Date	$75,000
Sixteenth and Each Subsequent Anniversary of Effective Date	$100,000

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Note 2 - Going Concern

3 Months Ended

Mar. 31, 2015

Notes

Note 2 - Going Concern

NOTE 2 – GOING CONCERN

Our condensed consolidated financial statements are prepared using accounting principles generally accepted in the United States of America applicable to a going concern, which contemplates the realization of assets and liquidation of liabilities in the normal course of business.  However, we have a history of operating losses since our inception in 1997, and have an accumulated deficit of $60,750,081 and a total stockholders’ deficit of $1,528,132 at March 31, 2015.  We currently have no operating revenues.

During 2014, we completed the sale of our 10% ownership interest in the Santa Rosa, Panama gold project for $US 2,600,0002.6 million.  This funding has helped capitalize the Company, extinguish certain liabilities and provided working capital. 

As more fully described in these Notes to Condensed Consolidated Financial Statements and elsewhere in this quarterly report, we have entered into options and agreements for the acquisition and development of our Nevada mineral properties.  None of these mineral properties currently have reserves.  We believe we will be required to raise significant additional capital to fund our operations and to complete the acquisition of the interests in and further the exploration, evaluation and development of our existing mineral properties and other prospects.  There can be no assurance that we will be successful in raising the required capital at favorable rates or at all, or that any of these mineral properties will ultimately attain a successful level of operations.  If we are unable to raise sufficient capital to meet our current obligations, we may be forced to further reduce or terminate operations and file for reorganization or liquidation under the bankruptcy laws.  These factors and our negative working capital position together raise substantial doubt about our ability to continue as a going concern.  The accompanying consolidated financial statements do not include any adjustments that might result from the outcome of this uncertainty.

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Condensed Consolidated Balance Sheets Parenthetical (USD $)	Mar. 31, 2015	Dec. 31, 2014
Condensed Consolidated Balance Sheets Parenthetical
Preferred stock par value
Preferred stock shares authorized	50,000,000	50,000,000
Preferred stock shares issued
Common stock par value	$ 0.001	$ 0.001
Common stock shares authorized	800,000,000	800,000,000
Common stock shares issued	456,770,907	456,773,907
Common stock shares outstanding	456,770,907	456,773,907
Treasury stock shares	415,392	415,392

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Note 12 - Legal Matters

3 Months Ended

Mar. 31, 2015

Notes

Note 12 - Legal Matters

NOTE 12 – LEGAL MATTERS

On May 22, 2013, Pinnacle Minerals Corporation, a Florida corporation (“Pinnacle”), sued the Company, seeking payments allegedly due on the two promissory notes issued in connection with a membership interest purchase agreement entered into as of March 7, 2011, relating to a Peruvian mining venture.  The case was filed in the United States District Court for the District of Nevada, as “Pinnacle Minerals Corporation v. Golden Phoenix Minerals, Inc., Case number 2:13 – CV – 00915 – MMD – NJK.  We filed a motion to stay the litigation and compel arbitration, pursuant to a provision of the subject purchase agreement.  Based on negotiations, and agreement and stipulation between the parties, this case was dismissed on July 22, 2013.  The parties have submitted the dispute to binding arbitration in Reno, Nevada.  While denying the allegations of the complaint, we have also asserted counterclaims against Pinnacle and intend to vigorously defend the claims, all of which will be pursued through the arbitration proceedings.  All discovery has been completed and the case is set for arbitration on May 27-29, 2015.

On October 24, 2013, we filed a lawsuit in the Second Judicial District Court for the State of Nevada (Golden Phoenix Minerals, Inc. vs. David A. Caldwell, Tom Klein, et al., case number CV 13-02332) alleging breaches by the defendants of various contracts and duties owed by the defendants to the Company, together with claims for fraud and breach of contract, conspiracy and other claims, relating primarily to the facts and circumstances surrounding the transaction we entered into with Pinnacle as discussed above, and related business and financial transactions among the parties.  Mr. Caldwell is a former Chief Executive Officer and former member of the Board of Directors of the Company.  Mr. Klein is a former Chief Executive Officer and a former member of the Board of Directors of the Company.  We subsequently entered into a settlement agreement with Mr. Klein and have removed him from this case.  We intend to vigorously prosecute the case involving Mr. Caldwell to protect our legal and property rights and interests.  Answers and counterclaims have been filed by the remaining defendants, alleging breach of contracts and related claims, all of which have been denied by the Company.  The Company has filed an answer to the counterclaim.  Formal discovery has commenced, and a trial date has been set for September 28, 2015.

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Document and Entity Information	3 Months Ended
	Mar. 31, 2015	May 14, 2015
Document and Entity Information
Entity Registrant Name	GOLDEN PHOENIX MINERALS INC
Document Type	10-Q
Document Period End Date	Mar. 31, 2015
Amendment Flag	false
Entity Central Index Key	0001042784
Current Fiscal Year End Date	--12-31
Entity Common Stock, Shares Outstanding		456,770,907
Entity Filer Category	Smaller Reporting Company
Entity Current Reporting Status	Yes
Entity Voluntary Filers	No
Entity Well-known Seasoned Issuer	No
Document Fiscal Year Focus	2015
Document Fiscal Period Focus	Q1
Entity Incorporation, State Country Name	Nevada

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Note 13 - Supplemental Statement of Cash Flows Information

3 Months Ended

Mar. 31, 2015

Notes

Note 13 - Supplemental Statement of Cash Flows Information

NOTE 13 – SUPPLEMENTAL STATEMENT OF CASH FLOWS INFORMATION

            During the three months ended March 31, 2015 and 2014, we made no cash payments for income taxes.

            During the three months ended March 31, 2015 and 2014, we made cash payments for interest totaling $0 and $18,808, respectively.

            During the three months ended March 31, 2015, we had the following non-cash financing and investing activities:

·         Decreased marketable securities and increase accumulated other comprehensive loss by $25,110.

·         Decreased common stock and increased additional paid-in capital by $3.

During the three months ended March 31, 2014, we had the following non-cash financing and investing activities:

·         Decreased accrued interest payable by $1,700, decreased notes payable by $15,685, decreased debt discount by $2,967, decreased derivative liability by $52,106, increased common stock by $37,192 and increased additional paid-in capital by $30,084 for common shares issued in conversion of debt.

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Condensed Consolidated Statements of Operations (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Condensed Consolidated Statements of Operations
Revenues
Exploration and evaluation expenses		32,500
General and administrative expenses	144,178	127,454
Depreciation and amortization expense	76	228
Total operating costs and expenses	144,254	160,182
Loss from operations	(144,254)	(160,182)
Interest and other income	91
Foreign currency gain	19,378	8,153
Gain on extinguishment of debt	1,200	503,065
Interest expense		(43,306)
Loss on derivative liability		(445,881)
Gain on disposal of assets		249,536
Total other income (expense)	20,669	271,597
Income (loss) before income taxes	(123,585)	111,385
Provision for income taxes
Net income (loss)	(123,585)	111,385
Other comprehensive loss - unrealized loss on marketable securities	(25,110)
Total comprehensive income (loss)	$ (148,695)	$ 111,385
Income (loss) per common share: Basic	$ 0.00	$ 0.00
Income (loss) per common share: Diluted	$ 0.00	$ 0.00
Weighted average number of common shares outstanding: Basic	456,355,715	434,090,728
Weighted average number of common shares outstanding: Diluted	456,355,715	434,878,228

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Note 7 - Stockholders' Equity

3 Months Ended

Mar. 31, 2015

Notes

Note 7 - Stockholders' Equity

NOTE 7 – STOCKHOLDERS’ DEFICIT

We have 50,000,000 shares of no par value, non-voting convertible preferred stock authorized.  As of March 31, 2015 and December 31, 2014, there were no shares of preferred stock outstanding.

We also have 800,000,000 shares of $0.001 par value common stock authorized.

During the three months ended March 31, 2015, we cancelled 3,000 shares of our common stock, reducing common stock and increasing additional paid-in capital by $3 for the par value of the stock.

During the three months ended March 31, 2014, we issued a total of 42,191,614 shares of our common stock: 37,191,614 shares valued at $67,276 for conversion of debt and 5,000,000 shares valued at $32,500 for exploration and evaluation expenses pursuant to our mineral property option agreements (Note 3).

As of March 31, 2015 and December 31, 2014, we had 415,392 shares of our common stock acquired in a previous stock repurchase program that are recorded as treasury shares at a cost of $49,008.

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Note 6 - Notes Payable

3 Months Ended

Mar. 31, 2015

Notes

Note 6 - Notes Payable

NOTE 6 – NOTES PAYABLE

            Our notes payable consisted of the following at:

	March 31, 2015	December 31, 2014
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default	$         500,000	$         500,000
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default	413,223	413,223
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012, currently in default	190,000	190,000
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default	250,000	250,000
	$      1,353,223	$      1,353,223

The two convertible notes payable to Sala-Valc S.A.C., a Peruvian corporation (“SV”), resulted from an Amendment to Mining Asset Purchase and Strategic Alliance Agreement related to mineral properties in Peru. 

The two notes payable to Pinnacle Minerals Corporation (“Pinnacle”) resulted from an Amendment to Membership Interest Purchase Agreement whereby we purchased Pinnacle’s membership interest in Molyco, LLC, which owned or controlled portions of mineral properties in Peru.  Pinnacle has initiated legal action related to these unpaid obligations (see Note 12).

The parties involved in the mineral property projects in Peru were not able to finalize the transfer agreements to be filed with Peruvian governmental authorities to affect the transfer to us of the mineral properties in Peru.  Therefore, we have discontinued our efforts in Peru and contend nothing further is payable by us under these promissory notes.  The ultimate disposition of the convertible notes payable to SV and the notes payable to Pinnacle is dependent on our resolution of our dispute with SV and of the legal actions discussed in Note 12.  We are currently unable to predict the ultimate outcome of these matters.

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Note 14 - Recent Accounting Pronouncements: Recent Accounting Pronouncements (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Recent Accounting Pronouncements

There were no new accounting pronouncements issued during the three months ended March 31, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

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Note 14 - Recent Accounting Pronouncements

3 Months Ended

Mar. 31, 2015

Notes

Note 14 - Recent Accounting Pronouncements

NOTE 14 – RECENT ACCOUNTING PRONOUNCEMENTS

There were no new accounting pronouncements issued during the three months ended March 31, 2015 and through the date of the filing of this report that we believe are applicable to or would have a material impact on our consolidated financial statements.

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Note 10- Earnings (loss) Per Share

3 Months Ended

Mar. 31, 2015

Notes

Note 10- Earnings (loss) Per Share

NOTE 10 – EARNINGS (LOSS) PER SHARE

The computation of basic earnings (loss) per common share is based on the weighted average number of shares outstanding during the period.  The computation of diluted earnings per common share is based on the weighted average number of shares outstanding during the period plus the weighted average common stock equivalents which would arise from the exercise of stock options, warrants and rights outstanding using the treasury stock method and the average market price per share during the period.

The shares used in the computation of our basic and diluted earnings per share are reconciled as follows:

	Three Months Ended  March 31,
	2015	2014
Weighted average number of shares outstanding - basic	456,355,715	434,090,728
Dilutive effect of stock options and warrants	-	787,500
Weighted average number of shares outstanding - diluted	456,355,715	434,878,228

As of March 31, 2015, we had outstanding options and warrants to purchase a total of 22,850,000 common shares that could have a future dilutive effect on the calculation of earnings per share.

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Note 8 - Stock Warrants

3 Months Ended

Mar. 31, 2015

Notes

Note 8 - Stock Warrants

NOTE 8 – STOCK WARRANTS

We have issued warrants to purchase shares of our common stock in connection with equity financing agreements and pursuant to certain consulting agreements.

A summary of the status of our stock warrants as of March 31, 2015 and changes during the three months then ended is presented below:

		Weighted Average
	Shares	Exercise Price
Outstanding, December 31, 2014	19,650,000	$   0.0043
Granted	-
Canceled / Expired	-
Exercised	-
Outstanding, vested and exercisable, March 31, 2015	19,650,000	$   0.043

The following summarizes the exercise price per share and expiration date of our outstanding warrants to purchase common stock at March 31, 2015:

Expiration Date	Price	Number
2015	$    0.05	4,000,000
2017	$    0.06	2,500,000
2017	$    0.04	4,000,000
2017	$    0.08	4,000,000
2017	$    0.05	150,000
2019	$    0.003	5,000,000
		19,650,000

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Note 9 - Stock-based Compensation

3 Months Ended

Mar. 31, 2015

Notes

Note 9 - Stock-based Compensation

NOTE 9 – STOCK-BASED COMPENSATION

We account for stock-based compensation in accordance with ASC Topic 718, Compensation – Stock Compensation.  Under the fair value recognition provisions of this standard, stock-based compensation cost is measured at the grant date based on the estimated value of the award granted, using the Black-Scholes option pricing model, and recognized over the period in which the award vests in general and administrative expenses.  We had no stock-based compensation expense for the three months ended March 31, 2015 and 2014. 

The following table summarizes the stock option activity during the three months ended March 31, 2015:

	Options	Weighted Average Exercise Price	Weighted Average Remaining Contract Term	Aggregate Intrinsic Value
Outstanding at December 31, 2014	3,300,000	$   0.08
Granted	-
Exercised	-
Expired or cancelled	(100,000)	$   0.05
Outstanding, vested and exercisable at March 31, 2015	3,200,000	$   0.08	1.94		$   -

The aggregate intrinsic value in the preceding table represents the total pretax intrinsic value, based on our closing stock price of $0.0022 as of March 31, 2015 that would have been received by the holders of in-the-money options had the option holders exercised their options as of that date.

As of March 31, 2015, there was no future compensation cost related to non-vested stock-based awards not yet recognized in our condensed consolidated statements of operations and comprehensive loss.

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Note 11 - Consulting Agreements

3 Months Ended

Mar. 31, 2015

Notes

Note 11 - Consulting Agreements

NOTE 11 – COMPENSATION AGREEMENTS

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 currently compensates Mr. Gunn at $9,000 per month.

Dennis P. Gauger

Pursuant to an Independent Contractor Agreement dated January 17, 2013, we currently compensate Dennis Gauger, our Chief Financial Officer, at $5,000 per month. 

Board of Directors

We currently compensate the members of our Board of Directors at $1,000 per month.

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Note 3 - Mineral Properties: Schedule of Payments under North Springs Agreement (Details) (USD $)	Jun. 17, 2029	Jun. 17, 2028	Jun. 17, 2027	Jun. 17, 2026	Jun. 17, 2025	Jun. 17, 2024	Jun. 17, 2023	Jun. 17, 2022	Jun. 17, 2021	Jun. 17, 2020	Jun. 17, 2019	Jun. 17, 2018	Jun. 17, 2017	Jun. 17, 2016	Jun. 17, 2015	Jun. 17, 2014
Details
Cash Payment	$ 100,000	$ 75,000	$ 75,000	$ 75,000	$ 75,000	$ 75,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 50,000	$ 30,000	$ 25,000	$ 20,000	$ 15,000	$ 10,000
Common Shares Payment													1,000,000	1,000,000	1,000,000	1,000,000

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Note 1 - Description of Business and Basis of Financial Statement Presentation: Basis of accounting policy (Policies)

3 Months Ended

Mar. 31, 2015

Policies

Basis of accounting policy

The interim financial information of the Company as of March 31, 2015 and for the three months ended March 31, 2015 and 2014 is unaudited, and the balance sheet as of December 31, 2014 is derived from audited financial statements.  The accompanying condensed consolidated financial statements have been prepared in accordance with U. S. generally accepted accounting principles for interim financial statements.  Accordingly, they omit or condense notes and certain other information normally included in financial statements prepared in accordance with U.S. generally accepted accounting principles.  The accounting policies followed for quarterly financial reporting conform with the accounting policies disclosed in Note 2 to the Notes to Financial Statements included in our Annual Report on Form 10-K for the year ended December 31, 2014.  In the opinion of management, all adjustments necessary for a fair presentation of the financial information for the interim periods reported have been made.  All such adjustments are of a normal recurring nature.  The results of operations for the three months ended March 31, 2015 are not necessarily indicative of the results that can be expected for the fiscal year ending December 31, 2015.  The unaudited condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and the notes thereto included in our Annual Report on Form 10-K for the year ended December 31, 2014.

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Note 6 - Notes Payable: Schedule of Debt (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Debt

	March 31, 2015	December 31, 2014
Convertible notes payable to SV, non-interest bearing, payable September 30, 2012, currently in default	$         500,000	$         500,000
Convertible note payable to SV, non-interest bearing, payable September 30, 2012, currently in default	413,223	413,223
Note payable to Pinnacle, non-interest bearing, payable in scheduled monthly payments ranging from $15,000 to $30,000 through August 2012, currently in default	190,000	190,000
Convertible note payable to Pinnacle, non-interest bearing, payable October 31, 2013, currently in default	250,000	250,000
	$      1,353,223	$      1,353,223

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Note 9 - Stock-based Compensation: Schedule of Share-based Compensation, Stock Options, Activity (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Details
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Number	3,200,000	3,300,000
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Beginning Balance	$ 0.08
Stock Granted, Value, Share-based Compensation, Forfeited	$ (100,000)
Share-based Compensation Arrangements by Share-based Payment Award, Options, Expirations in Period, Weighted Average Exercise Price	$ 0.05
Share-based Compensation Arrangement by Share-based Payment Award, Options, Outstanding, Weighted Average Exercise Price, Ending Balance	$ 0.08
Share-based Compensation Arrangement by Share-based Payment Award, Options, Exercisable, Weighted Average Remaining Contractual Term	1 year 11 months 8 days

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Condensed Consolidated Statements of Cash Flows (USD $)	3 Months Ended
	Mar. 31, 2015	Mar. 31, 2014
Cash flows from operating activities:
Net income (loss)	$ (123,585)	$ 111,385
Adjustments to reconcile net income (loss) to net cash used in operating activities:
Depreciation and amortization expense	76	228
Foreign currency gain	(1,705)
Gain on extinguishment of debt	(1,200)	(503,065)
Common stock issued for exploration and evaluation expenses		32,500
Amortization of debt issuance costs to interest expense		4,719
Amortization of debt discount to interest expense		12,626
Loss on derivative liability		445,881
Gain on disposal of assets		(249,536)
Changes in operating assets and liabilities:
(Increase) decrease in prepaid expenses and other current assets	7,504	99
Increase (decrease) in accounts payable	(105,861)	5,778
Increase (decrease) in accrued liabilities	(38,123)	11,819
Increase in deposits liability		10,000
Net cash used in operating activities	(262,894)	(117,566)
Cash flows from investing activities:
Proceeds from the disposition of assets, net of fees and costs		249,536
Net cash provided by investing activities		249,536
Cash flows from financing activities:
Payments of notes payable		(59,075)
Net cash used in financing activities		(59,075)
Net increase (decrease) in cash	(262,894)	72,895
Cash, beginning of the period	642,990	4,925
Cash, end of the period	$ 380,096	$ 77,820

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Note 5 - Accrued Liabilities

3 Months Ended

Mar. 31, 2015

Notes

Note 5 - Accrued Liabilities

NOTE 5 – ACCRUED LIABILITIES

Accrued liabilities consisted of the following at:

	March 31, 2015	December 31, 2014
Accrued payroll and related	$           17,500	$           17,500
Liabilities assumed in Ra Minerals acquisition	139,973	153,096
Put option liability	25,000	50,000
Legal and consulting fees	145,000	145,000
Other	12,000	12,000
	$         339,473	$         377,596

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Note 8 - Stock Warrants: Schedule of Stockholders' Equity Note, Warrants or Rights (Tables)

3 Months Ended

Mar. 31, 2015

Tables/Schedules

Schedule of Stockholders' Equity Note, Warrants or Rights

		Weighted Average
	Shares	Exercise Price
Outstanding, December 31, 2014	19,650,000	$   0.0043
Granted	-
Canceled / Expired	-
Exercised	-
Outstanding, vested and exercisable, March 31, 2015	19,650,000	$   0.043

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Note 7 - Stockholders' Equity (Details) (USD $)	3 Months Ended
	Mar. 31, 2015	Dec. 31, 2014
Details
Preferred stock shares authorized	50,000,000	50,000,000
Common stock shares authorized	800,000,000	800,000,000
Common stock par value	$ 0.001	$ 0.001
Share-based Compensation Arrangement by Share-based Payment Award, Other Share Increase (Decrease)	3,000
Shares Issued For Conversion Of Debt	37,191,614
Value of Shares Issued For Conversion of Debt	$ 67,276
Shares Issued For Exploration And Evaluation Expenses	5,000,000
Value of Shares Issued For Exploration And Evaluation Expenses	32,500
Treasury stock shares	415,392	415,392
Treasury stock, 415,392 shares at cost	$ 49,008	$ 49,008

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Note 15 - Subsequent Events

3 Months Ended

Mar. 31, 2015

Notes

Note 15 - Subsequent Events

NOTE 15 – SUBSEQUENT EVENTS

We have evaluated events occurring after the date of our accompanying consolidated balance sheet and through the date of the filing of this Quarterly Report on Form 10-Q.  No material subsequent events requiring adjustment to our accompanying consolidated financial statements or requiring disclosure were identified.