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