U.S. Securities and Exchange Commission
Washington, D.C. 20549
FORM 10-QSB
(Mark One)
[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the quarterly period ended MARCH 31, 2000
[ ] 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 (IRS Employer
incorporation or organization) I. D. Number)
406 Griffith, Terrell, Texas 75160
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (972) 524-8215
Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Securities Exchange Act during the past 12
months (or for such shorter period that the registrant was required to
file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes [X] No [ ]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
There were 163,371,890 shares of common stock, No Par Value, outstanding
as of March 31, 2000.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
1
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Golden Chief Resources, Inc.
Terrell, Texas
We have reviewed the accompanying balance sheet of Golden Chief Resources,
Inc. (a development stage enterprise) (the "Company") as of March 31,
2000, and the related statements of operations, stockholders' equity, and
cash flows for the three and six months ended March 31, 2000 and 1999.
These financial statements are the responsibility of the Company's
management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible
for financial and accounting matters. It is substantially less in scope
than an audit conducted in accordance with generally accepted auditing
standards, the objective of which is the expression of an opinion
regarding the financial statements taken as a whole. Accordingly, we do
not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of September 30, 1999, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated February 10,
2000, we expressed an opinion on those financial statements which was
qualified based on the Company's ability to continue as a going concern.
In our opinion, the information set forth in the accompanying balance
sheet as of September 30, 1999 is fairly stated in all material respects
in relation to the balance sheet from which it has been derived.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 of the
selected information for financial statements, the Company discontinued
previous operations in 1986 and is in the process of reemerging from
dormancy. At the date of these financial statements, the Company had
acquired assets and is in the process of raising capital. However,
revenues have not been generated. These facts raise substantial doubt
about the Company's ability to continue as a going concern. Management's
plans in regard to these matters are also discussed in Note 1. The
financial statements do not include any adjustments that might result from
the outcome of this uncertainty.
/s/ Robert Early & Company
ROBERT EARLY & COMPANY, P.C.
Abilene, Texas
May 9, 2000
2
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Balance Sheets
March 31, September 30,
2000 1999
--------- ---------
(Unaudited)
ASSETS
Current Assets:
Cash $ 2,338 $ 84,767
Marketable securities - 6,090
--------- ---------
Total Current Assets 2,338 90,857
Property and Equipment
Oil and gas properties 51,782 -
Less accumulated depletion (7,021) -
--------- ---------
44,761 -
--------- ---------
TOTAL ASSETS $ 47,099 $ 90,857
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current Liabilities
Accounts payable $ 62,282 $ -
Accrued expense due to related parties 92,467 90,757
--------- ---------
Total Current Liabilities 154,749 90,757
--------- ---------
Stockholders' Equity:
Common stock, no par value (500,000,000
shares authorized, 163,371,890 and
65,015,890 outstanding) 1,156,276 1,070,676
Accumulated deficit (994,640) (994,640)
Deficit accumulated during the
development stage (269,286) (75,936)
--------- ---------
Total Stockholders' Equity (107,650) 100
--------- ---------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 47,099 $ 90,857
========= =========
See accompanying selected information and accountants' report.
3
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Operations
For Three and Six Months Ended March 31, 2000 and 1999
(Unaudited)
Cumulative
During the
Development Three Months Six Months
Stage 2000 1999 2000 1999
----------- --------- ---------- --------- ---------
Revenues
Oil and gas $ 8,138 $ 8,138 $ - $ 8,138 $ -
Other 1,035 97 861 97 861
--------- --------- ---------- --------- ---------
Total Revenues 9,173 8,235 861 8,235 861
Costs of Revenues 25,200 25,200 - 25,200 -
--------- --------- ---------- --------- ---------
Gross Profit (16,027) (16,965) 861 (16,965) 861
--------- --------- ---------- --------- ---------
Operating Expenses:
Director and officer
compensation 204,315 104,258 - 112,258 300
Consulting fees 41,000 1,000 - 32,000 -
Professional fees 24,843 8,335 302 8,637 2,476
Travel 11,710 4,801 - 11,710 -
Other 13,354 7,068 35 11,819 56
--------- --------- ---------- --------- ---------
Total Operating Expenses 295,222 125,462 337 176,424 2,832
--------- --------- ---------- --------- ---------
Income/(Loss) from Operations (311,249) (142,427) 524 (193,389) (1,971)
Other Income/(Expense)
Gain/(loss) on sale of
investments 41,332 - 886 (5,015) 886
Unrealized gain on
investments - - 853 4,941 853
Interest income 631 - - 113 -
--------- --------- ---------- --------- ---------
Income/(loss) before
income taxes (269,286) (142,427) 2,263 (193,350) (232)
Income taxes - - - - -
--------- --------- ---------- --------- ---------
Net Income/(Loss) $(269,286) $(142,427) $ 2,263 $(193,350) $ (232)
--------- --------- ---------- --------- ---------
Earnings/(Loss) per Share $ (0.00) $ (0.00) $ 0.00 $ (0.00) $ (0.00)
Weighted Average Shares
Outstanding 76,042,933 163,086,143 61,601,583 156,507,928 56,610,924
See accompanying selected information and accountants' report.
4
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Stockholders' Equity
For Three and Six Months Ended March 31, 2000 and 1999
(Unaudited)
Deficit
Accumulated
During the
Common Stock Accumulated Development
Date Shares Amount Deficit Stage
----- ----------- ---------- ---------- -----------
Balances, September 30, 1997 32,217,050 $ 994,640 $ (994,640) $ -
Shares authorized for
issuance for services and
expenses 09/98 15,941,000 1,594 - -
Net (loss) for year - - - (1,594)
----------- ---------- ---------- -----------
Balances, September 30, 1998 48,158,050 996,234 (994,640) (1,594)
Shares issued for:
Expenses 10/98 5,688,920 2,477 - -
Marketable securities 12/98 7,219,320 7,219 - -
Cash 01/99 330,000 3,300 - -
Marketable securities 02/99 894,600 8,946 - -
Consulting 03/99 500,000 10,000 - -
Cash 04/99 200,000 2,000 - -
Expenses 04/99 200,000 4,000 - -
Cash 07/99 450,000 9,000 - -
Marketable securities 07/99 1,375,000 27,500 - -
Net (loss) for year - - - (74,342)
----------- ---------- ---------- -----------
Balances, September 30, 1999 65,015,890 1,070,676 (994,640) (75,936)
Shares issued for:
Oil and gas properties 10/99 97,500,000 - - -
Cash 10/99 250,000 25,000 - -
Cash 11/99 50,000 5,000 - -
Cash and subscription 12/99 100,000 10,000 - -
Cash 01/00 51,000 5,100 - -
Cash 02/00 260,000 26,000 - -
Cash 03/00 145,000 14,500 - -
Net (loss) for period - - - (193,350)
----------- ---------- ---------- -----------
Balances, March 31, 2000 163,371,890 $1,156,276 $ (994,640) $ (269,286)
=========== ========== ========== ===========
See accompanying selected information and accountants' report.
5
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
Increases/(Decreases) in Cash
For Six Months Ended March 31, 2000 and 1999
(Unaudited)
Cumulative
During the
Development
Stage 2000 1999
--------- --------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(269,286) $(193,350) $ (232)
Adjustments to reconcile net income/(loss)
to net cash flows from operations:
Depletion 7,021 7,021 -
Loss/(gain) on sale of securities (41,332) 5,015 (886)
Unrealized loss/(gain) on securities - (4,941) (853)
Services and expenses purchased with stock 18,071 - 2,495
Accounts and accrued payables 154,749 63,992 -
--------- --------- -------
NET CASH PROVIDED/(USED) BY OPERATING
ACTIVITIES (130,777) (122,263) 524
--------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs of developing oil and gas properties (51,782) (51,782) -
Proceeds from sale of securities 96,028 6,016 8,086
Purchase of marketable securities (11,031) - (3,617)
--------- --------- -------
NET CASH PROVIDED/(USED) BY INVESTING
ACTIVITIES 33,215 (45,766) 4,469
--------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds stock sales 99,900 85,600 3,300
Proceeds from short term notes 10,000 10,000 -
Repayment of short term notes (10,000) (10,000) -
--------- --------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 99,900 85,600 3,300
--------- --------- -------
Increase/(decrease) in cash for period 2,338 (82,429) 8,293
Cash, Beginning of period - 84,767 -
--------- --------- -------
Cash, End of period $ 2,338 $ 2,338 $ 8,293
========= ========= =======
Supplemental Disclosures:
Cash payments for:
Interest $ - $ - $ -
Income taxes - - -
Stock issued for:
Various expenses 3,771 - -
Consulting 10,300 - -
Professional services 4,000 - -
Marketable securities 43,665 - -
See accompanying selected information and accountants' report.
6
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Selected Information for Financial Statements
Six Months Ended March 31, 2000 and 1999
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions of Regulation S-B. They
do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change in
the information included in the Company's Annual Report on Form 10-KSB for
the year ended September 30, 1999. In the opinion of Management, all
adjustments (consisting of normal recurring accruals) considered necessary
for a fair presentation have been included. The report of Robert Early &
Company, P.C. commenting on their review accompanies the condensed
financial statements included in Item 1 of Part 1. Operating results for
the six-month period ended March 31, 2000, are not necessarily indicative
of the results that may be expected for the year ending September 30,
2000.
Development Stage Enterprise -- The Company returned to the development
stage in August 1998 when its President began the process of
reinitializing the Company from its dormant state. This process has
included identifying, evaluating, structuring, and completing an agreement
with a group with a business plan, as discussed below. The Company will
exit the development stage once it has generated operations and revenues
of significance.
Going Concern Issues -- The Company has had no operations since 1986 until
November 1999 and had not generated any revenues from its operations
started then. In January 2000, activities begun in November 1999 have
generated revenues. However, such revenues have not been significant
enough to overcome expenses. Additional development of the properties
acquired by the Company and Managements plan of operations require
significant additional capital generation. Although efforts to raise
capital have met with some success during the first six months, there is
no guarantee that sufficient capital will be available. Management is
continuing its efforts to raise capital to be able to exploit the
potentials indicated by its oil and gas properties and to follow its plan
of additional oil and gas acquisitions. The Company is not in significant
danger of dissolution as long as the Management controls the costs being
incurred. However, without the infusion of additional capital, the
Company is not currently in a position to initiate significant portions
of its plan of operations.
Oil and Gas Properties The Company records its oil and gas producing
activities under the full cost method of accounting, and accordingly,
capitalizes 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. In general, sales or other dispositions of oil and gas
7
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.
Depletion and amortization are computed on a composite units-of-production
method based on 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. All of the Company's
reserves are located within the United States.
NOTE 2: CHANGE IN CONTROL
On October 12, 1999, the Company issued 97,500,000 shares of restricted
common stock to Red River Properties, Inc. (RRPI) in exchange for the
assignment of a 10% working interest in the JFS Field in Dimmit County,
Texas. This field has not produced oil or gas during the last three
years. RRPI had contracted with a third party to reenter wells on the
property with the purpose of reestablishing production. The Company will
pay its share of such costs of reentering and reworking the wells as well
as any ongoing operating expenses. As a result of this stock issuance,
RRPI and its owners, have taken control of the Company due to their 60%
ownership interest after the issuance of common stock to RRPI. In
addition to the 97,500,000 shares issued to RRPI for this acquisition,
affiliates of RRPI have been granted options to acquire 14,800,000 shares
of the Company with an exercise price of $0.10 per share which expire at
various dates through 2010 and options for 10,500,000 with an exercise
price of $0.20 per share which expire partially in 2004 and partially in
2010.
The shares issued to RRPI have been recorded as outstanding on the books
of the Company without any issuance consideration being recorded.
Correspondingly, the oil and gas properties acquired with these shares are
being carried on the books with a zero basis. Accounting rules limit the
amount that can be recorded on the books of the transferee entity to the
basis of the asset in the hands of the transferor in related party
transactions. RRPI had no basis in the properties transferred to the
Company and is a related party due to its significant ownership after the
transaction.
As part of the change in control, the Company's former management was
allowed to pay out the Company's accumulated assets at October 12, 1999 as
compensation for efforts put forth to restart the Company. This
compensation was accrued at September 30, 1999 with minimal impact on the
operations being reported for the Company during the current fiscal year.
NOTE 3: STOCK TRANSACTIONS
During the first six months, the Company issued the shares described above
and issued an additional 856,000 restricted shares pursuant to
Management's fund-raising efforts. Shares are being offered at $.10 per
share.
8
As indicated in the Statement of Stockholders' Equity, during the year
ended September 30, 1999, the Company has issued shares in payment of
various expenses and for the acquisition of a stock investment. The
consulting fees were paid for services rendered in locating possible
merger candidates and assistance in negotiating a merger agreement. The
investment, as presented below, was the acquisition of 30,000 shares of
Kit Karson Corporation.
NOTE 4: INVESTMENTS
During the year ended September 30, 1999, the Company acquired shares of
Kit Karson Corporation from its president of the time in exchange for
newly issued restricted shares of the Company. Kit Karson is a bulletin
board stock that traded in the $.20 to $2.00 price range during the year.
The Company had planned to hold or sell the stock as needed in order to
pay costs of restarting the Company. These shares were transferred to the
past president as compensation at fair value on October 12, 1999, as part
of the agreement with new management.
NOTE 5: OIL AND GAS PROPERTIES
As discussed above, the Company acquired a 10% working interest in
non-producing properties in October 1999. During the period from November
1999 to March 2000, the Company incurred $51,782 for its share of costs of
reentering and reworking wells on these properties and getting production
equipment set up. During January 2000, these properties were placed into
production and the Company began earning revenues.
9
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General:
The quarter ended March 31, 2000 was the second quarter of activity
following the change in control of the corporation on October 12, 1999.
The Company continued a limited private placement of the Company's common
stock in order to raise working capital. The Company also placed the JFS
property in Dimmit County, Texas back on production. After significant
efforts the operator was able to place the property back on production in
January of 2000. The property continues to produce, and further
enhancement of the production is expected to begin when funds become
available. The Company is actively engaged in reviewing acquisitions of
producing properties in the oil and gas sector, and as soon as funds are
available the Company expects to close certain transactions. The Company
is also attempting to return the Company's common shares to a trading
status by arranging with a market maker to sponsor the Company's stock
with the National Association of Securities Dealers. The Company expects
trading to resume early in the third quarter of this fiscal year.
In the same quarter of the previous year the Company continued to search
for a merger partner or close a business combination.
Liquidity and Capital Resources:
During the current quarter the Company continued a limited private
placement of the Company's common stock in order to raise working capital.
Revenues began on the JFS property, and the Company expects to see modest
revenues until such point that further enhancement of the property can be
accomplished. The Company also intends to continue the private placement
mentioned previously and raise sufficient working capital. The Company
also is exploring the possibility of obtaining bank loans to further
enhance production and revenues from the JFS property. At this time there
is no assurance that this effort will succeed, but the Company is also
pursuing acquisitions of oil and gas properties and companies using the
Company's common stock.
Prior to September, 1998 several proposals were received to bring the
Company back into a viable operating status. These attempts included
contacting several companies or being contacted, all of which did not
materialize for various reasons.
During September, 1998, the management of the Company began the process of
bringing the Company back into compliance. The fiscal year end is
September 30; therefore, the first quarter was primarily getting corporate
documents and bookkeeping records together for the audit of 1998 and 1997.
The assets as of March 31, 2000 were $47,009 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.
Revenues and Expenses:
The Company reported revenues of $8,138 during the current quarter, all of
which arose from the JFS property. The expenses incurred reflect the
10
increased activity of the period relative to the inactivity of the year
earlier quarter. The Company expects both revenues and expenses to
increase as the Company becomes more active.
The Company reported a loss of $142,427 for the three months ended March
31, 2000 as compared to net income of $2,263 for the previous year's
quarter. These results reflect the increased activity of the Company.
The Company reported a loss of $193,350 for the six months ending March
31, 2000 as compared to a loss of $232 for the same period a year ago.
These results also are reflective of the increased level of activity.
The Company issued a total of 456,000 shares during the quarter increasing
the shares outstanding from 162,915,890 on December 31, 1999 to
163,371,890 on March 31, 2000. These shares (456,000) were issued in
connection with the limited private placement of Company shares.
No filings were made during the quarter on Form 8K.
Disclosure Regarding Forward-Looking Statements:
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.
Recent Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS
No. 130, "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income, its components and
accumulated balances. Among other disclosures, SFAS 130 requires that all
items that are required to be recognized under current accounting
standards as components of comprehensive income be reported in a financial
statement that is displayed with the same prominence as other financial
statements.
Also, in June 1997, FASB issued SFAS No. 131, "Disclosures about Segments
of an Enterprise and Related Information." SFAS 131 establishes standards
for the way that public companies report information about operating
segments in annual financial statements and requires reporting of selected
information about operating segments in interim financial statements
issued to the public. It also establishes standards for disclosure
regarding products and services, geographic areas and major customers.
11
Both SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated.
The following schedule contains summary financial information which has
been extracted from the consolidated financial statements of GOLDEN CHIEF
RESOURCES INC. for the interim financial statements filed on Form 10-QSB
for the periods indicated. These summary schedules are qualified in their
entirety by reference to such financial statements and the notes thereto.
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.
GOLDEN CHIEF RESOURCES, INC.
Date: May 12, 2000 /s/ JAMES W. LANDRUM
By: James W. Landrum, President
/s/ M. H. MCILVAIN
By: M. H. McIlvain, Executive Vice
President and Chief Financial Officer
12