June 8, 2005

VIA U.S Mail and Facsimile to )214) 731-9577
Mr. Michael H. McIlvain, President
Golden Chief Resources, Inc.
1711 E. Frankford, #104
Carrollton, TX 75006

Re:	Golden Chief Resources, Inc
	Item 4.01 Form 8-K
      Filed June 6, 2005
	File No. 0-12809

Dear Mr. McIlvain:

      We have reviewed your filing and have the following
comments.  Where
indicated, we think you should revise your document in response to
these
comments.  If you disagree, we will consider your explanation as
to why
our comment is inapplicable or a revision is unnecessary.  Please
be as
detailed as necessary in your explanation.  After reviewing this
information, we may raise additional comments.

	Please understand that the purpose of our review process is
to assist
you in your compliance with the applicable disclosure requirements
and to
enhance the overall disclosure in your filing.  We look forward to
working
with you in these respects.  We welcome any questions you may have
about
our comments or any other aspect of our review.  Feel free to call
us at
the telephone numbers listed at the end of this letter.

1. Please amend your Form 8-K to include all required disclosures
identified at Item 304 of Regulation S-B, including the following:

- -	Identify the former accounting firm and state whether the
firm
resigned, declined to stand for re-election or was dismissed and
the date,

- -	State whether the former accountant`s report on the financial
statements for either of the past two years contained an adverse
opinion
or disclaimer of opinion, or was modified as to uncertainty, audit
scope,
or accounting principles, and also describe the nature of any
modification
including going concern language,

- -	State whether the board of directors, or audit committee,
recommended
or approved the change, and,

- -	For the two most recent fiscal years and subsequent interim
period,
through the date of the change, state whether there were any
disagreements
or reportable events and any additional disclosure required by
Item
304(a)(1)(iv) of Regulation S-B in this regard.

2. Provide the former accounting firm with a copy of these revised
disclosures and request that it provide a letter addressed to the
Commission stating whether it agrees or disagrees with the
statements
made.  File this letter at Exhibit 16 to the amended Form 8-K.
See Item
304(a)(3) of Regulation S-B.

	As appropriate, please amend your filing and respond to these
comments within five business days or tell us when you will
respond.  You
may wish to provide us with marked copies of the amendment to
expedite our
review.  Please furnish a cover letter with your amendment that
keys your
responses to our comments and provides any requested information.
Detailed cover letters greatly facilitate our review.  Please
understand
that we may have additional comments after reviewing your
amendment and
responses to our comments.

	We urge all persons who are responsible for the accuracy and
adequacy
of the disclosure in the filing to be certain that the filing
includes all
information required under the Securities Exchange Act of 1934 and
that
they have provided all information investors require for an
informed
investment decision.  Since the company and its management are in
possession of all facts relating to a company`s disclosure, they
are
responsible for the accuracy and adequacy of the disclosures they
have
made.

	In connection with responding to our comments, please
provide, in
writing, a statement from the company acknowledging that:

* the company is responsible for the adequacy and accuracy of the
disclosure in the filing;

* staff comments or changes to disclosure in response to staff
comments do
not foreclose the Commission from taking any action with respect
to the
filing; and

* the company may not assert staff comments as a defense in any
proceeding
initiated by the Commission or any person under the federal
securities
laws of the United States.

      In addition, please be advised that the Division of
Enforcement has
access to all information you provide to the staff of the Division
of
Corporation Finance in our review of your filing or in response to
our
comments on your filing.

	If you have any questions, please call Gabrielle Malits at
(202) 551-
3702.

								Sincerely,



								Jill Davis
								Branch Chief




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Mr. Michael H. McIlvain
Golden Chief Resources, Inc.
June 8, 2005
page 3



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549-0405

         DIVISION OF
CORPORATION FINANCE
MAIL STOP 04-05