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): ~~September~~ 24March 1, ~~2015~~2016

GOLDEN PHOENIX MINERALS, INC.

(Exact name of registrant as specified in its charter)

Nevada (State or ~~other~~Other ~~jurisdiction~~Jurisdiction of ~~incorporation~~Incorporation) 000-22905 (Commission File Number) 41-1878178 (IRS Employer Identification No.)

125 East Main Street, Suite 602 American Fork, Utah (Address of Principal Executive Offices) 84003 (Zip Code) 801-418-9378 (Registrant's Telephone Number, Including Area Code)

~~American~~Check ~~Fork,~~the ~~Utah~~appropriate ~~84003~~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):

[ ] Written communications pursuant to Rule 425 under the Securities Act (~~Address~~17 ofCFR ~~principal~~230.425) ~~executive~~[ ~~offices,~~] ~~including~~Soliciting ~~Zip~~material ~~Code~~pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~Registrant’s~~Item ~~telephone~~4.01 Changes ~~number,~~in ~~including~~Registrant's ~~area~~Certifying ~~code: (801) 418-9378~~Accountant

~~N/A~~Resignation of Certifying Accountant

On March 1, 2016 (~~Former~~the ~~name~~"Resignation orDate"), ~~former~~HJ ~~address~~& Associates, ifLLC ~~changed~~("HJ"), ~~since~~resigned ~~last~~as ~~report~~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.

~~Check~~The reports of HJ on the ~~appropriate~~Company's ~~box~~consolidated ~~below~~financial ifstatements for the ~~Form~~two ~~8-K~~most ~~filing~~recent isyears ~~intended~~ended toDecember ~~simultaneously~~31, ~~satisfy~~2013 ~~the~~and ~~filing~~2014, ~~obligation~~did ofnot ~~the~~contain ~~registrant~~an ~~under~~adverse ~~any~~or disclaimer of ~~the~~opinion ~~following~~and ~~provisions:~~were not qualified or modified as to uncertainty, audit scope, or accounting principles.

oDuring ~~Written~~the ~~communications~~years ~~pursuant~~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 ~~Rule~~the ~~425~~satisfaction ~~under~~of HJ, would have caused HJ to make reference thereto in their reports on the ~~Securities~~consolidated ~~Act~~financial statements for the years ended December 31, 2013 or 2014, and (17ii) ~~CFR~~no ~~230.425~~"reportable events" as that term is defined in Item 304(a)(1)(v) of Regulation S-K.

oThe ~~Soliciting~~Company ~~material~~provided ~~pursuant~~HJ towith ~~Rule~~a ~~14a~~copy of this Form 8-12K ~~under~~and requested that HJ furnish it with a letter addressed to the Securities and Exchange ~~Act~~Commission ~~(17~~stating ~~CFR~~whether ~~240~~or not HJ agrees with the above statements.~~14a-12)~~ A copy of such letter, dated March 2 2016, is attached as Exhibit 16.1.

o Appointment ~~Pre-commencement~~of ~~communications~~New ~~pursuant~~Certifying ~~to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))~~Accountant

oOn ~~Pre-commencement~~March ~~communications~~2, ~~pursuant~~2016, tothe ~~Rule~~Company ~~13e-4~~engaged Haynie & Company, Salt Lake City, Utah (c"Haynie"), ~~under~~as its new independent registered public accounting firm. The appointment of Haynie as the ~~Exchange~~Company's ~~Act~~independent ~~(17~~registered ~~CFR~~public ~~240~~accounting firm was approved unanimously by the Company's board of directors.~~13e4(c))~~

~~SECTION~~During 7the –Company's ~~REGULATION~~two FDmost 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).

Item 79.01 ~~Regulation~~ Financial FDStatements ~~Disclosure~~and Exhibits.

~~On October 1, 2015, Golden Phoenix Minerals, Inc.~~ (~~the “Company”~~d) ~~issued a press release announcing a settlement and mutual release agreement with David Caldwell et al regarding litigation pertaining to a Peruvian mining venture~~ Exhibits.

A copy of the press release is furnished herewith as Exhibit 99.1.

Exhibit Number	Description

16.1	Letter from HJ & Associates, LLC dated March 2, 2016

SECTION 9 – FINANCIAL STATEMENTS AND EXHIBITS

Item 9.01. Financial Statements and Exhibits

Exhibit No.	Exhibit Description
99.1	Press Release dated October 1, 2015 entitled, “Golden Phoenix Announces Litigation Settlement Agreement and Resulting Significant Reduction in Liabilities”

The information contained in Exhibit 99.1 attached hereto shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and shall not be deemed incorporated by reference in any filing with the Securities and Exchange Commission under the Securities Exchange Act of 1934 or the Securities Act of 1933, as amended, whether made before or after the date hereof and irrespective of any general incorporation by reference language in any filing.

Portions of this report may constitute “forward-looking statements” defined by federal securities laws. Although the Company believes any such statements are based on reasonable assumptions, there is no assurance that the actual outcomes will not be materially different. Any such statements are made in reliance on the “safe harbor” protections provided under the Private Securities Litigation Reform Act of 1995. Additional information about issues that could lead to material changes in the Company’s performance is contained in the Company’s filings with the Securities and Exchange Commission and may be accessed at www.sec.gov.

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.

	GOLDEN PHOENIX MINERALS, INC.
	GOLDEN PHOENIX MINERALS, INC.,
Date: October 1, 2015
Dated: March 2, 2016	/s/ Dennis P. Gauger
	By:/s/ Dennis P. Gauger
	Dennis P. Gauger
	Name: Dennis P. Gauger
	Chief Financial Officer and Secretary
	Title: Chief Financial Officer and Corporate Secretary

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