UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Mark One)
| [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period endedDECEMBER 31, 2002
| [ ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
Commission file number 0-12809
GOLDEN CHIEF RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)
| State of Kansas | 48-0846635 |
|---|---|
| (State or other jurisdiction of incorporation or organization) | (IRS Employer I. D. Number) |
1711 E. Frankford, Suite 104, Carrollton, Texas 75006
(Address of principal executive offices)
(214) 731-8844
(Issuer’s telephone number, including area code)
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.
| There were 67,078,699 shares of common stock, No Par Value, outstanding as of February 10, 2003. |
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
1
Golden Chief Resources Inc.
(A Development Stage Enterprise)
Balance Sheet
As of December 31, 2002
(Unaudited)
| A S S E T S | ||||||||
| Current Assets: | ||||||||
| Cash | $ (548 | |||||||
| Total Current Assets | (548 | ) | ||||||
| Total Assets | $ | (548 | ) | |||||
| L I A B I L I T I E S and S T O C K H O L D E R S' D E F I C I T | ||||||||
| Current Liabilities | ||||||||
| Accounts Payable | 31,284 | |||||||
| Accrued Expenses - Related Party | 63,271 | |||||||
| Total Current Liabilities | 94,555 | |||||||
| Stockholders' Deficit | ||||||||
| Common Stock, | 3,562,292 | |||||||
| no par value | ||||||||
| authorized 500,000,000 shares; 67,078,699 | ||||||||
| issued and outstanding | ||||||||
| Additional Paid-In Capital | 15,000 | |||||||
| Accumulated Deficit | (994,640 | ) | ||||||
| Deficit accumulated during the development stage | (2,677,755 | ) | ||||||
| Total Stockholders' Deficit | (95,103 | ) | ||||||
| Total Liabilities and Stockholders' Deficit | $ | (548 | ) | |||||
2
Golden Chief Resources, Inc.
Statement of Operations
For Three Months Ended December 31, 2002 and 2001
(Unaudited)
| Cumulative During the Development Stage | 2002 | 2001 | |||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|
| Revenue | |||||||||||
| Oil and gas | 205,395 | $ | -- | $ | 16,337 | ||||||
| Other income | -- | -- | -- | ||||||||
| Total Revenue | 205,395 | -- | 16,337 | ||||||||
| Cost of Revenues | |||||||||||
| Lease operating expenses | 223,417 | -- | 31,634 | ||||||||
| Depletion | 29,254 | -- | 3,697 | ||||||||
| Total Cost of Revenues | 252,671 | -- | 35,331 | ||||||||
| Gross Profit | (47,276 | ) | -- | (18,994 | ) | ||||||
| Operating Expenses | |||||||||||
| Personnel costs | 813,482 | -- | 72,500 | ||||||||
| Consulting fees | 913,200 | -- | 245,000 | ||||||||
| Professional fees | �� | 581,887 | -- | 70,150 | |||||||
| Public relations | 183,140 | -- | -- | ||||||||
| Travel | 84,769 | 1,722 | 10,012 | ||||||||
| Rent | 16,290 | -- | 1,800 | ||||||||
| Other | 93,139 | 1,195 | 8,346 | ||||||||
| Total Operating Expenses | 2,685,907 | 2,917 | 407,808 | ||||||||
| Income from Operations | (2,733,183 | ) | (2,917 | ) | (426,802 | ) | |||||
| Other Income/(Expenses) | |||||||||||
| Gain on sale of marketable securities | 41,331 | -- | -- | ||||||||
| Gain on disposal of assets | 13,468 | -- | -- | ||||||||
| Interest income | 631 | -- | -- | ||||||||
| Loss from continuing operations | (2,677,753 | ) | (2,917 | ) | (426,802 | ) | |||||
| Income taxes | -- | -- | -- | ||||||||
| Net Income | (2,677,753 | ) | $ | (2,917 | ) | (426,802 | ) | ||||
| Earnings per Share | $ | (0.09 | ) | $ | (0.00 | ) | (0.02 | ) | |||
| Weighted Average Shares Outstanding | 28,678,827 | 67,078,699 | 28,302,612 | ||||||||
3
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders’ Deficit
From the Period August 1998 to December 31, 2002
(Unaudited)
| Common Stock Shares Amount | Additional Paid In Capital | Deficit Accumulated During the Development Stage | Accumulated Deficit | Total Stockholders' Deficit | |||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Balance October 1, 1996 | 3,221,715 | $ | 994,640 | $ -- | $ | -- | $ (994,640 | ) | $ | -- | |||||||||||||
| Net loss | -- | -- | -- | -- | -- | -- | |||||||||||||||||
| Balance September 30, 1997 | 3,221,715 | 994,640 | -- | -- | (994,640 | ) | -- | ||||||||||||||||
| Stock issued for services and expenses | 9/98 | 1,594,100 | 1,594 | -- | -- | -- | 1,594 | ||||||||||||||||
| Net loss | -- | -- | -- | (1,594 | ) | -- | (1,594 | ) | |||||||||||||||
| Balance September 30, 1998 | 4,815,815 | 996,234 | -- | (1,594 | ) | (994,640 | ) | -- | |||||||||||||||
| Shares issued for: | |||||||||||||||||||||||
| Expenses | 10/98 | 568,892 | 2,477 | 2,477 | |||||||||||||||||||
| Marketable securities | 12/98 | 721,932 | 7,219 | 7,219 | |||||||||||||||||||
| Cash | 01/99 | 33,000 | 3,300 | 3,300 | |||||||||||||||||||
| Marketable securities | 02/99 | 89,460 | 8,946 | 8,946 | |||||||||||||||||||
| Consulting | 03/99 | 50,000 | 10,000 | 10,000 | |||||||||||||||||||
| Cash | 04/99 | 20,000 | 2,000 | 2,000 | |||||||||||||||||||
| Expenses | 04/99 | 20,000 | 4,000 | 4,000 | |||||||||||||||||||
| Cash | 07/99 | 45,000 | 9,000 | 9,000 | |||||||||||||||||||
| Marketable securities | 07/99 | 137,500 | 27,500 | 27,500 | |||||||||||||||||||
| Net loss | (74,342 | ) | (74,342 | ) | |||||||||||||||||||
| Balance September 30, 1999 | 6,501,599 | 1,070,676 | -- | (75,936 | ) | (994,640 | ) | 100 | |||||||||||||||
| Shares issued for: | |||||||||||||||||||||||
| Oil and gas properties | 10/99 | 9,750,000 | |||||||||||||||||||||
| Cash | 10/99 | 25,000 | 25,000 | 25,000 | |||||||||||||||||||
| Cash | 11/99 | 5,000 | 5,000 | 5,000 | |||||||||||||||||||
| Cash and subscription | 12/99 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||
| Cash | 01/00 | 5,100 | 5,100 | 5,100 | |||||||||||||||||||
| Cash | 02/00 | 26,000 | 26,000 | 26,000 | |||||||||||||||||||
| Cash | 03/00 | 14,500 | 14,500 | 14,500 | |||||||||||||||||||
| Cash | 06/00 | 27,000 | 27,000 | 27,000 | |||||||||||||||||||
| Public relations services | 06/00 | 50,000 | 50,000 | 50,000 | |||||||||||||||||||
| Professional services | 07/00 | 150,000 | 135,000 | 135,000 | |||||||||||||||||||
| Cash | 08/00 | 10,000 | 10,000 | 10,000 | |||||||||||||||||||
| Nonmarketable securities | 09/00 | 400,000 | 20,000 | 20,000 | |||||||||||||||||||
| Net loss | (455,230 | ) | (455,230 | ) | |||||||||||||||||||
| Balance September 30, 2000 | 16,974,199 | 1,398,276 | (531,166 | ) | (994,640 | ) | (127,530 | ) | |||||||||||||||
4
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
From the Period August 1998 to December 31, 2002
(Unaudited)
| (Continued) | |||||||||||||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Shares issued for: | |||||||||||||||||||||||
| Consulting services | 12/01 | 3,500,000 | 245,000 | 245,000 | |||||||||||||||||||
| Legal services | 12/01 | 1,000,000 | 70,000 | 70,000 | |||||||||||||||||||
| Consulting services | 01/02 | 2,900,000 | 225,000 | 225,000 | |||||||||||||||||||
| Legal services | 01/02 | 200,000 | 28,000 | 28,000 | |||||||||||||||||||
| Consulting services | 02/02 | 6,000,000 | 420,000 | 420,000 | |||||||||||||||||||
| Consulting services | 03/02 | 1,200,000 | 108,000 | 108,000 | |||||||||||||||||||
| Legal services | 04/02 | 4,000,000 | 80,000 | 80,000 | |||||||||||||||||||
| Reverse asset acquisition | 05/02 | (400,000 | ) | (20,000 | ) | (20,000 | ) | ||||||||||||||||
| Legal services | 05/02 | 2,000,000 | 40,000 | 40,000 | |||||||||||||||||||
| Professional services | 06/02 | 800,000 | 12,000 | 12,000 | |||||||||||||||||||
| Legal services | 06/02 | 3,000,000 | 60,000 | 60,000 | |||||||||||||||||||
| Director and officer compensation | 09/02 | 15,000,000 | 698,060 | 698,060 | |||||||||||||||||||
| Net loss | (1,561,838 | (1,561,838 | ) | ||||||||||||||||||||
| Balance September 30, 2002 | 67,078,699 | 3,562,292 | 15,000 | (2,666,170 | (994,640 | (83,518 | ) | ||||||||||||||||
| Net loss for the period | (2,917 | (2,917 | ) | ||||||||||||||||||||
| Balance December 31, 2002 | 67,078,699 | 3,562,292 | 15,00 | (2,669,087 | (994,640 | (86,435 | ) | ||||||||||||||||
5
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
Unaudited
| For the Three Months Ended December 31 | Cumulative During the Development | |||||||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Cash Flows from Operating Activities: | 2002 | 2001 | Stage | |||||||||||
| Net (Loss) | $ | (2,917 | ) | $ | (426,802 | ) | $ | (2,669,086 | ) | |||||
| Adjustments to reconcile net loss to net cash | ||||||||||||||
| provided by operating activities: | ||||||||||||||
| Depletion | -- | 3,697 | 29,255 | |||||||||||
| Amortization of prepaid expenses | -- | -- | 126,250 | |||||||||||
| Gain on sale of marketable securities | -- | -- | (41,331 | ) | ||||||||||
| Gain on disposal of assets | -- | -- | (22,135 | ) | ||||||||||
| Stock Issued for Services | -- | 315,000 | 1,583,221 | |||||||||||
| Change in assets and liabilities: | ||||||||||||||
| Decrease(increase) in: | ||||||||||||||
| Accounts receivable | 1,750 | (9,700 | ) | |||||||||||
| Increase(Decrease) in: | ||||||||||||||
| Accounts Payable | 2,243 | 84,604 | 280,468 | |||||||||||
| Accrued expenses | -- | 72,499 | 699,571 | |||||||||||
| Net Cash Used in Operating Activities | (674 | ) | 50,748 | (23,487 | ) | |||||||||
| Cash Flows from Investing Activities: | ||||||||||||||
| Purchase oil and gas properties | -- | (50,584 | ) | (174,400 | ) | |||||||||
| Proceeds from sale of securities | -- | -- | 96,027 | |||||||||||
| Purchase of marketable securities | -- | -- | (11,031 | ) | ||||||||||
| Net Cash Provided from Investing Activities | -- | (50,584 | ) | (89,404 | ) | |||||||||
| Cash Flows from Financing Activities: | ||||||||||||||
| Proceeds of stock sales | -- | -- | 136,900 | |||||||||||
| Proceeds of short term debt | -- | -- | 10,000 | |||||||||||
| Repayment from short term notes | -- | -- | (10,000 | ) | ||||||||||
| Repayment of net profits interest payable | -- | -- | (24,557 | ) | ||||||||||
| Net Cash Used In Financing Activities | -- | -- | 112,343 | |||||||||||
| Net Increase (Decrease) in Cash | (674 | ) | 164 | (548 | ) | |||||||||
| Cash -Beginning of year | 126 | 5,156 | -- | |||||||||||
| Cash -End of year | $ | (548 | ) | $ | 142 | $ | (548 | ) | ||||||
| Supplementary Disclosure: | ||||||||||||||
| Cash Paid for Interest | $ | -- | $ | -- | $ | -- | ||||||||
| Cash Paid for Taxes | ||||||||||||||
| Non-cash transactions: | ||||||||||||||
| Shares Issued for Services | ||||||||||||||
| Various expenses | -- | -- | 3,771 | |||||||||||
| Consulting | -- | 245,000 | 16,008,300 | |||||||||||
| Professional services | -- | 70,000 | 449,000 | |||||||||||
| Marketable securities | -- | -- | 43,665 | |||||||||||
| Prepaid professional services | -- | -- | 135,000 | |||||||||||
| Prepaid public relations services | -- | -- | 37,500 | |||||||||||
| Non-Marketable securities | -- | -- | 20,000 | |||||||||||
| Value of options granted as compensation | -- | -- | 15,000 | |||||||||||
| Fixed assets acquired with: | ||||||||||||||
| Oil and gas properties | -- | -- | 92,956 | |||||||||||
| Net profits interest payable assumed in purchase | -- | -- | 99,000 | |||||||||||
6
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
Three Months Ended December 31, 2002 and 2001
The Company was incorporated as Arts Antique Autos, Ltd. in November 1976 in the State of Kansas. During the early 1980‘s the Company engaged in oil and gas operating, mining, real estate operations. During the mid 1980‘s, economic conditions caused the Company to lose its asset and revenue base. Management decided to discontinue any further business operations and completed the liquidation of the few remaining assets during 1986. The Company did not operate a line of business until the year ended September 30, 2000. During the fiscal year ended September 30, 1998, new assets were contributed in an attempt to revive the Company. In October 1999, interests in oil and gas properties were contributed by third parties in exchange for newly issued stock. This resulted in a change in control of the Company. In July of 2002, the Company abandoned the oil assets by transferring the assets to one of the shareholders in exchange for the debt associated with the property. Management’s plans include efforts to raise operating and development capital followed by further acquisition and development of oil and gas properties.
Due to the loss of assets and operations in 1986, the Company’s current activity is the initiation of a new phase. As a result, the Company has reemerged as a development stage enterprise. The Company will continue to be considered to be in a development stage until it has begun significant operations and is generating significant revenues.
The Company records its oil and gas producing activities under the full cost method of accounting. Accordingly, all costs incurred in the acquisition, exploration, and development of proved oil and gas properties, including the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals are capitalized. All general corporate costs are expensed as incurred. In general, sales or other dispositions of oil and gas properties are accounted for as adjustments to capitalized costs, with no gain or loss recorded until the proceeds from dispositions exceed the Company’s basis in the full cost pool.
Amortization of oil and gas properties is computed on a composite units-of- production method based on all estimated proved reserves. All leasehold, equipment, and intangible costs associated with oil and gas properties are currently included in the base for computation and amortization unless the property has not been evaluated and no estimated reserves have been included for the property in the Company’s total reserves. Unproved oil and gas properties are assessed for impairment either individually or on an aggregate basis. All of the Company’s reserves are located within the United States.
Long-lived assets consist primarily of property and equipment, excess of cost over net assets of acquired businesses, and other intangible assets. The recoverability of long-lived assets is evaluated at the operating unit level by an analysis of operating results and consideration of other significant events or changes in the business environment. If an operating unit has indications of impairment, such as current operating losses, the Company will evaluate whether impairment exists on the basis of undiscounted expected future cash flows from operations before interest for the remaining amortization period. If impairment exists, the carrying amount of the long- lived asset is reduced to its estimated fair value, less any costs associated with any final settlement. As of September 30, 2002, there was no impairment of the Company’s long-lived assets.
7
Deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards, and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. 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 income tax expense represents the change during the period in the deferred tax assets and deferred tax liabilities. The components of the deferred tax assets and liabilities are individually classified as current and non-current based on their characteristics. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. The Company has recorded a 100% valuation allowance against net deferred tax assets due to uncertainty of their ultimate realization.
The Company’s differences arise principally from the difference in the way oil and gas assets are deducted and from the deductibility of accrued salaries for financial statement and income tax purposes
Accounting rules provide for the calculation of “Basic” and “Diluted” earnings per share. Basic earnings per common share excludes dilutive securities and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflects the potential dilution of securities that could share in the earnings of the entity on an “as if” converted basis. This is done by dividing net income available to common shareholders, as adjusted if necessary, by the weighted average number of common shares outstanding plus potential dilutive securities. The Company had no dilutive securities during 2002 or 2001.
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents for purposes of preparing its Statement of Cash Flows. The Company had no cash equivalents at December 31, 2002 or 2001.
Management estimates that the carrying value of financial instruments reported in the financial statements approximates their fair values.
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The Company’s operations are all in the oil and gas industry. As such, revenues, costs, etc. are subject to changes due to national and international inventory levels, variations in consumption, and other discrete factors. The Company currently owns interests in only two properties and deals with a single operator on each property. Should anything happen to the operator of either property, it is believed that a substitute operator would be available.
8
In November 2002, the FASB issued Interpretation No. 45, “Guarantor’s Accounting and Disclosure Requirements for Guarantees, including Indirect Guarantees of Indebtedness of Others” (“Interpretation No. 45”). Interpretation No. 45 elaborates on the existing disclosure requirements for most guarantees, including loan guarantees such as standby letters of credit. It also clarifies that at the time a company issues a guarantee, the company must recognize an initial liability for the fair market value of the obligations it assumes under that guarantee and must disclose that information in its interim and annual financial statements. The initial recognition and measurement provisions of Interpretation No. 45 apply on a prospective basis to guarantees issued or modified after December 31, 2002. Interpretation No. 45 did not have an effect on the financial statements.
In January 2003, the FASB issued Interpretation No. 46, “Consolidation of Variable Interest Entities” (“Interpretation No. 46”), that clarifies the application of Accounting Research Bulletin No. 51, “Consolidated Financial Statements,” to certain entities in which equity investors do not have the characteristics of a controlling financial interest or do not have sufficient equity at risk for the entity to finance its activities without additional subordinated financial support from other parties. Interpretation No. 46 is applicable immediately for variable interest entities created after January 31, 2003. For variable interest entities created prior to January 31, 2003, the provisions of Interpretation No. 46 are applicable no later than July 1, 2003. Interpretation No. 46 did not have an effect on the financial statements.
In December 2002, the FASB issued SFAS No. 148, “Accounting for Stock-Based Compensation — Transition and Disclosure, an amendment of FASB Statement No. 123” (“SFAS 148”). This Statement amends SFAS 123 to provide alternative methods of transition for a voluntary change to the fair value method of accounting for stock-based employee compensation. In addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent disclosures in both annual and interim financial statements. Certain of the disclosure modifications are required for fiscal years ending after December 15, 2002 and are included in the notes to these consolidated financial statements.
Statement of Financial Accounting Standards SFAS No. 149, “Amendment of Statement 133 on Derivative Instruments and Hedging Activities”, SFAS No. 150, “Accounting for Certain Financial Instruments with Characteristics of both Liabilities and Equity”, were recently issued. SFAS No, 149, and 150 have no current applicability to the Company or their effect on the financial statements would not have been significant.
No marketable securities were held at December 31, 2002 or 2001.
In September 2000, the Company issued 400,000 common shares to a related party in exchange for 100,000 shares (1.5%) of Virgin Oil Company, a closely-held entity. This investment was recorded at the carryover basis of the related party, $20,000. At the present time there is no public market for these shares. In May 2002, this asset acquisition was reversed.
The Company acquired an interest in a non-producing field during the year ended September 30, 2000. This field had produced gas through 1992, but was shut in due to the low price of gas and the costs associated with producing the gas and making it marketable. After reworking wells and production equipment, the field was returned to production in January 2000. In September 2002, this along with other oil & gas properties were transferred to an officer and major shareholder in return for the liabilities associated with the oil & gas assets.
In December 2001, a 1 for 10 reverse split of the Company’s stock was approved at a special stockholders’ meeting. All share issuances and per- share information, along with option information, in the financial statements and notes have been restated to reflect the effects of the reverse split. It has been estimated that ten additional shares will be issued as a result of the decision to round any stockholder of less than one share after the reverse split up to one share.
9
During September 1998, the Board approved the issuance of 1,594,100 shares of common stock to its President and Secretary for past services provided to the Company valued at $1,000 and reimbursement of expenses totaling $594.
During the quarter ended December 31, 1998, the Company issued 538,892 shares valued at $2,177 to officers and directors or their assignees for expenses incurred on behalf of the Company. Additionally, 30,000 shares valued at $300 were issued for investment banking services and 721,932 shares valued at $7,219 were issued to a related entity in exchange for marketable securities. During the last three quarters ending September 30, 1999, the Company issued 98,000 shares for $14,300 cash, 226,960 shares to related parties for marketable securities, and 70,000 shares valued at $14,000 for consulting and professional services.
During October 1999, the Company issued 9,750,000 shares to Red River Properties, Inc. in exchange for a 10% working interest in the JFS field in Dimmit County, Texas. Because this property was acquired from a related party, carryover basis was used to record the property. The related party had no basis in the property and the carryover basis was zero. During the year ended September 30, 2000, the Company issued 122,600 shares for cash proceeds of $122,600 pursuant to a private placement memorandum. A public relations firm was issued 50,000 shares valued at $50,000 for Internet promotion of the Company. A consultant was employed to increase public awareness of the Company and assist with fund-raising programs in exchange for 150,000 shares valued at $135,000. In September 2000, 400,000 shares were issued in exchange for 100,000 shares of a closely-held oil and gas company. This interest represents less than 5% of the outstanding stock of the investee.
During October 2000, the Company issued, 4,924,500 shares to Red River Properties, Inc. in exchange for an additional 15% working interest in the JFS field. Red River had a $92,956 basis in this interest which carried over since it is a related party. In acquiring this 15% interest, the Company took the property subject to a $99,000 Net Profits Interest which will be paid before the Company realizes any net cash flow from the interest. Also 200,000 shares valued at $65,000 were issued during October 2000 for legal and public relations services. During April 2001, the Company issued 5,380,000 shares to Red River for a 3.75% working interest in the Kingsridge field in LaFourche Parish, Louisiana. This oil and gas producing field immediately began yielding revenues to the Company. Red River had no basis in the property and no basis was recorded on the Company’s books for this purchase. Additionally, 400,000 shares valued at $40,000 were issued in April 2001 for legal and financial consulting services.
In December 2001 the Company issued common shares pursuant to the S-8 filing to Steve Owen in the amount of 2,500,000 shares valued at $175,000; Gene Maloney in the amount of 1,000,000 shares valued at $70,000; and 1,000,000 shares to Aden L. Vickers valued at $70,000. The shares to Mr. Owen were issued pursuant to his agreement to provide specific consulting and advisory services in the area of petroleum engineering, identification of possible asset acquisitions, and petroleum geology services. The shares to Mr. Maloney were issued pursuant to his financial consulting agreement with the Company. The shares to Mr. Vickers were issued as payment for legal fees relative to the filing of the S-8 registration statement.
During the quarter ended March 31, 2002 the Company has issued an additional 9,100,000 shares pursuant to the S-8 registration statement as follows. Gene Maloney was issued 1,900,000 shares (valued at $95,000) pursuant to his consulting agreement. Steve Owen was issued 6,000,000 shares (valued at $420,000) pursuant to his consulting and advisory agreement. William Andrew Stack was issued 200,000 shares (valued at $28,000) pursuant to his agreement to provide certain legal services to the Company. 2,200,000 shares (valued at $238,000) were issued to Dr. Sarvotham Chary who has agreed to provide advisory services in overseas markets.
During the quarter ended June 30, 2002 the Company has issued an additional 9,000,000 shares (valued at $180,000) pursuant to the S-8 registration statement to consultants and attorneys pursuant to their agreement to provide certain legal services to the Company. The Company also issued 800,000 restricted shares to Vision Publishing for market research services which were valued at $12.000.
In September 2002, the Company issued a total of 15,000,000 shares to the officers of the Company in exchange for their agreement to waive and forego any benefit from their employment agreements and that the Company shall cancel those agreements including stock option grants. A total of $698,060 had been accrued as salaries under the respective employment agreements.
10
At September 30, 2002 and 2001, the Company has reserved 2,500,000 and 5,500,000 shares, respectively, of its authorized but unissued common stock for possible future issuance in connection with the potential exercise of stock options.
At September 30, 2002, the Company had outstanding options for the purchase of its common stock as presented below. These options are related to employment agreements and services rendered to the Company.
| Exercise Price | Exercise Period | # of Shares | ||||||
|---|---|---|---|---|---|---|---|---|
| $0.20 per share | Through 12/31/04 | 50,000 | ||||||
| $0.10 per share | Through 12/31/05 | 200,000 | ||||||
| Total | 250,000 | |||||||
Changes in outstanding options during the year were as follows:
| Options outstanding at September 30, 2001 | 550,000 | ||||
| Cancelled | (250,000 | ) | |||
| Expirations | (50,000 | ) | |||
| Grants | -0- | ||||
| Options outstanding at September 30, 2002 | 250,000 | ||||
There were no related party transactions during the current quarter.
During the year ended September 30, 2001, the Company acquired two additional oil and gas interests from Red River in exchange for stock, again, as discussed at Note 4. Red River continued to collect the revenue from the Kingsridge lease through the end of the year. Certain amounts were transferred to the Company by Red River resulting in a net decrease in the receivable from Red River of $1,883. Accrued salaries increased by $269,167 and related party accounts payable for unreimbursed expenses rose by $60,921 to $73,369. These amounts are due to the Company’s president and vice- president.
For the year ended September 30, 2002, the oil & gas properties were transferred to the Company’s President in exchange for the liabilities associated with the assets. Stock was issued to the officers in exchange for the accrued salaries and stock options.
In March 2000, the Company entered into employment contracts which were made effective to October 12, 1999, and run through October 2002 (not including automatic annual renewals thereafter) with its president and vice-president. These contracts provide for salaries of $120,000 per year which are to be accrued if not paid, options to purchase specified numbers of shares, and other standard employee benefits should the Company elect to provide them to any employee. In March 2001, the Company entered into a three-year contract with its corporate secretary providing for a salary of $50,000 per year along with standard benefits available to any other employee. The aggregate commitment under these contracts for future salaries at September 30, 2000, excluding stock options and other possible compensation, was approximately $373,000. In September 2002, the Company and the officers agreed to cancel the employment contracts by issuing a total of 15,000,000 shares of stock.
11
As discussed in the General Information regarding the Development Stage Enterprise, the Company had no substantial operations between 1986 and September 30, 1999. Since that date, the Company has generated some new capital, as indicated above, and has acquired interests in oil and gas leases which are producing revenues. However, such revenues have yet to significantly overcome sizable lease operating expenses. Management’s plans consist primarily of the generation of significant new capital. Should management prove unsuccessful in its fund-raising efforts, the Company is not in any real danger of dissolution as long as the officers and directors are willing to pay the nominal costs of keeping it in good standing. Management continues to seek opportunities to acquire additional oil and gas interests or to identify a viable merger candidate. No predictions can be made as to the success of these plans.
12
At the end of the previous fiscal year the Company’s management determined that continuing operation of the oil and gas properties was not of economic benefit to the Company and entered into an agreement with the Company’s president whereby he agreed to accept the liabilities associated with the properties and receive the properties from the Company. This transaction effectively removed all producing properties and transferred them to the Company’s president along with the liabilities associated with them.
In order for the Company to proceed an input of capital and or assets must be forthcoming. Management is actively seeking both.
On December 17, 2001 a special meeting of shareholders was held in Dallas, Texas at which the Company agreed to effect a reverse split of its common stock at a 1 for 10 ratio. This action was effective as soon as practical and was effected in the trading of the Company’s shares on January 2, 2002. The meeting also approved the filing of an S-8 registration statement with the Securities and Exchange Commission to allow the issuance of shares to consultants, advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also approved the change of corporate name to be determined at a later date by management.
During the current quarter the Company’s capital resources were extremely limited. Company management expects that the one for ten reverse split of the Company’s common stock will result in improved marketability of the stock which could allow for the Company to make limited private placements to bring in capital for acquisitions and operations.
The assets as of December 31, 2002 totaled $(548). The assets as of December 31, 2001 totaled $227,739 and consisted primarily of prepaid expenses and the JFS Property. The assets as of December 31, 2000 were $227,739 consisting primarily of the JFS property. The Company acquired this interest through the change of control transaction on October 12, 1999. The Company did not have any assets or liabilities on September 30, 1998 or on December 31, 1997.
During the current quarter the Company reported no revenues, and other expense items of $2,917 resulting in a net loss of $2,917 for the quarter. If the Company becomes more active increases in revenues and recurring expenses are expected. The Company reported revenues of $16,337 in the year ago quarter.
The Company issued a total of 4,500,000 shares during the year ago quarter increasing the shares outstanding from 27,878,699 on September 30, 2001 to 32,378,699 on December 31, 2001. The 4,500,000 shares were issued for consulting and attorneys’ fees.
A Form 8-K was filed on December 19, 2001 discussing the special shareholders’ meeting and the actions taken therein. (See General above)
Where this Form 10-QSB includes “forward-looking” statements within the meaning of Section 27A of the Securities Act, the Company desires to take advantage of the “safe harbor” provisions thereof. Therefore, the Company is including this statement for the express purpose of availing itself of the protections of such safe harbor provisions with respect to all of such forward-looking statements. The forward-looking statements in this Form 10-QSB reflect the Company’s current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In this Form 10-QSB, the words “anticipates,” “believes, “expects,” “intends,” “future” and similar expressions identify forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this section.
13
There were no changes in securities during the current quarter.
During December 2001, the Company’s Board of Directors approved a one for ten reverse split of the outstanding common shares. This reverse split was made effect January 2, 2002. All share and per share amounts have been presented as though this reverse split occurred at the earliest point in time presented.
On December 17, 2001 a special meeting of shareholders was held in Dallas, Texas at which the Company agreed to effect a reverse split of its common stock at a 1 for 10 ratio. This action was effective as soon as practical and was effected in the trading of the Company’s shares on January 2, 2002. The meeting also approved the filing of an S-8 registration statement with the Securities and Exchange Commission to allow the issuance of shares to consultants, advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also approved the change of corporate name to be determined at a later date by management.
There were no Exhibits or Reports on Form 8-K filed during the current quarter.
On December 19, 2001 a Form 8-K was filed with the Securities and Exchange Commission disclosing the action taken at the December 17, 2001 special meeting of shareholders at which the Company effected a 1 for 10 reverse split of its common shares and the Company was authorized to file an S-8 registration statement to allow it to issue shares to certain advisors, consultants and attorneys.
Exhibits
| Exhibit 23 – Acknowledgement of Independent Accountants regarding the incorporation by reference of their review report into the previously filed Form S-8. |
| Exhibit 31.1 – Rule 13a-14(a)/15d-14(a) Certification of President |
| Exhibit 31.2 – Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer |
| Exhibit 32.1 – Section 1350 Certification of President |
| Exhibit 32.2 – Section 1350 Certification of Chief Financial Officer |
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
Date: June 24, 2004 Date: June 24, 2004 | GOLDEN CHIEF RESOURCES, INC. /s/ JAMES W. LANDRUM By: James W. Landrum President /s/ M. H. MCILVAIN By: M. H. McIlvain Executive Vice President and Chief Financial Officer |
