GOLDEN PHOENIX MINERALS (GPXM)

[dshmd50]

10Q filed November 21, 2011 for quarter ending September 30,2011 - 474 pages pdf

http://www.otcbb.com/asp/Info_Center.asp
GPXM
Filings

1. Current Assets September 30/2011 $869,399.00 ( cash $197,874.00 )
Current Liabilities September 30,2011 $3,992,438 ( accounts payable $318,003.00 )

2. Stockholders' Equity

Preferred stock, no par value, 50,000,000 shares authorized, none issued
Common stock; 800,000,000 shares authorized, 344,061,925 issued and 271,988,900 shares outstanding

3. General and administrative expenses for 3 months to September 30, 2011 $1,004,330, to September 30,2010 $528,423 and 9 months to September 30,2011 $2,907,750, to September 30,2010 $1,306,417

4. pages 253-255 Santa Sosa Gold Project payment schedule - attention 3.03 Preferential Payment

5. Stock Purchase Program total 640,000 shares at average pricing $0.12 ( page 67 ) - this program was announced September 2010 and no shares have been purchased since August 31, 2011. The reason IMO :

September 19, 2011 "Golden Phoenix Signs Definitive Acquisition Agreement for Santa Rosa Gold Mine, Panama; Creates New Joint Venture Company"

Of note is the December 21, 2011 filing of 'John Di Girolamo', a new ?independent BOD appointee, acquiring 100,000 shares at $0.08. I assume these are employee 'stock options' as an expiration date is given ( page 55 - so much for 'independent' ) and whose background includes serving as President of Investment Banking for Euroglobal Capital Partners Inc. where he structured going-public transactions, financings, and helped consult with both private and public companies on various exchanges. He was an Investment Advisor for Pope & Company where he was directly responsible for the creation or sourcing of public listings, and the Reverse Take Over (RTO) of private companies with these entities.

OK, the above are just a few items upon which speculators may ruminate their decision to buy,hold or sell a GPXM position.

CEO T.Klein, certainly a whiz-kid when it comes to the financing games, has secured monies from several sources, the last being Waterton Global who accepted our 30% ownership in Mineral Ridge as collateral. But the crunch will come in 2012 for sure. Cash is dwindling and shares must be issued. So, in order to advance to a major exchange, I believe three items must IMO be accomplished:

1. credible NI 43-101s must exist for both Mineral Ridge and Santa Rosa
2. credible predictable cash flow from Mineral Ridge must be beyond question
3. GPXM's financial statement and balance sheet must be impeccable in order to attract new investors

Can the above be accomplished in 2012? I personally believe the company will alter the current share capital structure and uplist with an modest Initial Public Offering ( relative to the new share capital )in order to raise cash and highlight the company's entrance onto a new trading platform.

OK, I wish to fantacize and please take all for what it's worth. Know these are 'the pennies' where dreams rarely if ever become reality.

Best of luck,

DSH