GPXM Golden Phoenix Minerals Inc (CE)

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): March 1, 2016

(Exact name of registrant as specified in its charter)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

Resignation of Certifying Accountant

On March 1, 2016 (the "Resignation Date"), HJ & Associates, LLC ("HJ"), resigned as the independent registered public accounting firm for Golden Phoenix Minerals, Inc. (the "Company").  The resignation of HJ was the result of the recent acquisition of HJ by Haynie & Company CPAs ("Haynie") which was effective January 1, 2016, and not due to any disagreement between the Company and HJ.  The Company's Board of Directors accepted the resignation of HJ.

The reports of HJ on the Company's consolidated financial statements for the two most recent years ended December 31, 2013 and 2014, did not contain an adverse or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope, or accounting principles.

During the years ended December 31, 2013 and 2014, and through the Resignation Date, there were (i) no disagreements between the Company and HJ on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedures, which disagreement, if not resolved to the satisfaction of HJ, would have caused HJ to make reference thereto in their reports on the consolidated financial statements for the years ended December 31, 2013 or 2014, and (ii) no "reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

The Company provided HJ with a copy of this Form 8-K and requested that HJ furnish it with a letter addressed to the Securities and Exchange Commission stating whether or not HJ agrees with the above statements. A copy of such letter, dated March 2 2016, is attached as Exhibit 16.1.

 Appointment of New Certifying Accountant

On March 2, 2016, the Company engaged Haynie & Company, Salt Lake City, Utah ("Haynie"), as its new independent registered public accounting firm. The appointment of Haynie as the Company's independent registered public accounting firm was approved unanimously by the Company's board of directors.

During the Company's two most recent fiscal years and in the subsequent interim period through the Resignation Date, the Company has not consulted with Haynie regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company's consolidated financial statements, and neither a written report nor oral advice was provided to the Company that Haynie & Company concluded was an important factor considered by the Company in reaching a decision as to the accounting, auditing or financial reporting issue; or (ii) any matter that was either the subject of a disagreement (as defined in Item 304(a)(1)(iv) of Regulation S-K and the related instructions) or a reportable event (as described in Item 304(a)(1)(v) of Regulation S-K).

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Exhibit 16.1

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March 2, 2016

 

U.S. Securities and Exchange Commission

100 F. Street

Washington, DC 20549 – 7561

 

Ladies and Gentlemen:

 

Re: Golden Phoenix Minerals, Inc.

Commission File No. 000-22905

 

We have read the statements of Golden Phoenix Minerals, Inc. pertaining to our firm included in Item 4.01 of the Form 8-K dated March 1, 2016 and are in agreement with the statements contained in that document pertaining to our firm.

 

Sincerely,

/s/HJ & Associates, LLC

HJ & Associates, LLC