UNITED STATES
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 DECEMBER 31, 2001
[ ] 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)
3109 Carlisle, #100, Dallas, Texas 75204
(Address of principal executive offices)
(214) 754-9160
(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 38,478,699 shares of common stock, No Par Value,
outstanding as of February 10, 2002.
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.
Dallas, Texas
We have reviewed the accompanying balance sheet of Golden Chief Resources,
Inc. (a development stage enterprise) (the "Company") as of December 31,
2001, and the related statements of operations, stockholders' equity, and
cash flows for the three months ended December 31, 2001 and 2000 and the
cumulative information for the period from August 1998 until December 31,
2001. 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, 2001, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated January 15, 2002,
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, 2001 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 currently in the process of establishing
business activity. At the date of these financial statements, the Company
has acquired assets and is in the process of raising capital. However,
significant revenues have not been generated and the Company has a
significant deficit in stockholders' equity. 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
February 18, 2002
2
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Balance Sheets
December 31, September 30,
2001 2001
----------- ------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 306 $ 142
Accounts receivable-related party 20,867 22,617
---------- ----------
Total Current Assets 21,173 22,759
---------- ----------
Property and Equipment
Oil and gas properties 338,604 288,020
Less Accumulated depletion (26,039) (22,342)
---------- ----------
Total Property and Equipment 312,565 265,678
---------- ----------
Other Assets:
Investment in Non marketable security 20,000 20,000
---------- ----------
TOTAL ASSETS $ 353,738 $ 308,437
========== ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current Liabilities
Accounts payable $ 208,686 $ 156,880
Accounts payable to related parties 106,167 73,369
Accrued expense due to related parties 566,225 493,726
Net profits interest payable 72,202 72,202
---------- ----------
Total Current Liabilities 953,280 796,177
---------- ----------
Stockholders' Equity:
Common stock, no par value (500,000,000
shares authorized, 32,378,699 and
27,878,699 outstanding) 1,911,232 1,596,232
Additional 15,000 15,000
Accumulated deficit (994,640) (994,640)
Deficit accumulated during the
development stage (1,531,134) (1,104,332)
---------- ----------
Total Stockholders' Equity (599,542) (487,740)
---------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 353,738 $ 308,437
========== ==========
See accompanying selected information and accountants' report.
3
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Operations
For Three Months Ended December 31, 2001 and 2000
(Unaudited)
Cumulative
During the
Development
Stage 2001 2000
---------- ---------- -----------
Revenues:
Oil and gas $ 184,581 $ 16,337 $ 8,476
Other income 1,938 - -
---------- ---------- -----------
Total Revenues 186,519 16,337 8,476
---------- ---------- -----------
Cost of Revenues:
Lease operating expenses 186,590 31,634 37,934
Depletion 26,039 3,697 3,512
---------- ---------- -----------
Total Cost of Revenues 212,629 35,331 41,446
---------- ---------- -----------
Gross Profit (26,110) (18,994) (32,970)
---------- ---------- -----------
Operating Expenses:
Personnel costs 680,982 72,500 60,000
Consulting fees 255,000 245,000 -
Professional fees 361,207 70,150 38,173
Public relations 75,000 - 12,500
Travel 73,538 10,012 10,947
Rent 16,290 1,800 1,800
Other 84,969 8,346 11,048
---------- ---------- -----------
Total Operating Expenses 1,546,986 407,808 134,468
---------- ---------- -----------
Income from Operations (1,573,096) (426,802) (167,438)
Other Income/(Expenses)
Gain/(loss)- sale of investments 41,331 - -
Unrealized gain on investments - - -
Interest income 631 - -
---------- ---------- -----------
Income before income taxes (1,531,134) (426,802) (167,438)
Income taxes - - -
---------- ---------- -----------
Net Income $(1,531,134) $ (426,802) $ (167,438)
========== ========== ===========
Earnings per Share $ (0.09) $ (0.02) $ (0.01)
========== ========== ===========
Weighted Average Shares Outstanding 16,350,502 28,302,612 21,944,075
========== ========== ===========
See accompanying selected information and accountants' report.
4
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
From the Period from August 1998 to December 31, 2001
(Unaudited)
Deficit
Accumulated
Additional During the
Common Stock Paid In Accumulated Development
Date Shares Amount Capital Deficit Stage
----- ---------- ---------- -------- ---------- ------------
Balances, October 1, 1996 3,221,715 $ 994,640 $ - $ (994,640) $ -
Net income for the year - - - - -
---------- ---------- -------- ---------- ------------
Balances, September 30, 1997 3,221,715 994,640 - (994,640) -
Shares issued for services and
expenses 09/98 1,594,100 1,594 - - -
Net (loss) for the year - - - - (1,594)
---------- ---------- -------- ---------- ------------
Balances, September 30, 1998 4,815,815 996,234 - (994,640) (1,594)
Shares issued for:
Expenses 10/98 568,892 2,477 - - -
Marketable securities 12/98 721,932 7,219 - - -
Cash 01/99 33,000 3,300 - - -
Marketable securities 02/99 89,460 8,946 - - -
Consulting 03/99 50,000 10,000 - - -
Cash 04/99 20,000 2,000 - - -
Expenses 04/99 20,000 4,000 - - -
Cash 07/99 45,000 9,000 - - -
Marketable securities 07/99 137,500 27,500 - - -
Net (loss) for the year - - - - (74,342)
---------- ---------- -------- ---------- ------------
Balances, September 30, 1999 6,501,599 1,070,676 - (994,640) (75,936)
Shares issued for:
Oil and gas properties 10/99 9,750,000 - - - -
Cash 10/99 25,000 25,000 - - -
Cash 11/99 5,000 5,000 - - -
Cash and subscription 12/99 10,000 10,000 - - -
Cash 01/00 5,100 5,100 - - -
Cash 02/00 26,000 26,000 - - -
Cash 03/00 14,500 14,500 - - -
Cash 06/00 27,000 27,000 - - -
Public relations services 06/00 50,000 50,000 - - -
Professional services 07/00 150,000 135,000 - - -
Cash 08/00 10,000 10,000 - - -
Non marketable securities 09/00 400,000 20,000 - - -
Net (loss) for the year - - - - (455,230)
---------- ---------- -------- ---------- ------------
Balances, September 30, 2000 16,974,199 1,398,276 - (994,640) (531,166)
See accompanying selected information and accountants' report.
5
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
From the Period from August 1998 to December 31, 2001
(Unaudited)
(Continued)
Deficit
Accumulated
Additional During the
Common Stock Paid In Accumulated Development
Date Shares Amount Capital Deficit Stage
----- ---------- ---------- -------- ---------- ------------
Shares issued for:
Oil and gas properties 10/00 4,924,500 92,956 - - -
Professional services 10/00 200,000 65,000 - - -
Options granted 03/01 - - 15,000 - -
Oil and gas properties 04/01 5,380,000 - - - -
Professional services 04/01 400,000 40,000 - - -
Net (loss) for the year - - - - (573,166)
---------- ---------- -------- ---------- ------------
Balances, September 30, 2001 27,878,699 1,596,232 15,000 (994,640) (1,104,332)
Shares issued for:
Consulting services 12/01 3,500,000 245,000 - - -
Legal services 12/01 1,000,000 70,000 - - -
Net (loss) for the year - - - - (426,802)
---------- ---------- -------- ---------- ------------
Balances, December 31, 2001 32,378,699 $1,911,232 $ 15,000 $ (994,640) $ (1,531,134)
========== ========== ======== ========== ============
See accompanying selected information and accountants' report.
6
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
(Increases/(Decreases) in Cash
For Three Months Ended December 31, 2001 and 2000
(Unaudited)
Cumulative
During the
Development
Stage 2001 2000
----------- ---------- -----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net loss $(1,531,134)$ (426,802) $ (167,438)
Adjustments to reconcile net loss to net
cash provided/(used) by operations:
Depletion 26,039 3,697 3,512
Amortization of prepaid expenses 101,250 - -
Loss/(gain) on sale of securities (41,331) - -
Unrealized (gain) on securities - - -
Stock issued for services and expenses 536,821 315,000 12,500
Changes in operating assets and liabilities:
Accounts receivable (20,867) 1,750 800
Prepaid expenses - - 33,750
Accounts and accrued payables 241,484 84,604 63,705
Accrued expenses 639,594 72,499 74,015
----------- ---------- -----------
NET CASH PROVIDED/(USED) BY
OPERATING ACTIVITIES (48,144) 50,748 20,844
----------- ---------- -----------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs of developing oil and gas properties (146,648) (50,584) (26,000)
Proceeds from sale of securities 96,027 - -
Purchase of marketable securities (11,031) - -
----------- ---------- -----------
NET CASH USED IN INVESTING ACTIVITIES (61,652) (50,584) (26,000)
----------- ---------- -----------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds stock sales 136,900 - -
Repayment of net profits interest (26,798) - -
Proceeds from short term notes 10,000 - -
Repayment of short term notes (10,000) - -
----------- ---------- -----------
NET CASH PROVIDED/(USED) BY
FINANCING ACTIVITIES 110,102 - -
----------- ---------- -----------
Increase/(decrease) in cash for period 306 164 (5,156)
Cash, Beginning of period - 142 5,156
----------- ---------- -----------
Cash, End of period $ 306 $ 306 $ -
=========== ========== ===========
See accompanying selected information and accountants' report.
7
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
(Increases/(Decreases) in Cash
For Nine Months Ended December 31, 2001 and 2000
(Unaudited)
(Continued)
Cumulative
During the
Development
Stage 2001 2000
----------- ---------- -----------
Supplemental Disclosures:
Cash payments for:
Interest $ - $ - $ -
Income taxes - - -
Stock issued for:
Various expenses 3,771 - -
Consulting 255,300 245,000 -
Professional services 364,000 70,000 -
Marketable securities 43,665 - -
Prepaid public relations services - - 37,500
Non marketable security 20,000 - -
Fixed assets acquired with:
Stock issuance 92,956 - -
Net profits production payable 99,000 - -
Value of options granted as compensation 15,000 - -
See accompanying selected information and accountants' report.
8
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Selected Information for Financial Statements
Three Months Ended December 31, 2001
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, 2001. 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 three-month period
ended December 31, 2001, are not necessarily indicative of the results that
may be expected for the year ending September 30, 2002.
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 be deemed to have exited the development stage once
it has generated operations and revenues of significance.
Going Concern Issues
The Company had no operations from 1986 until November 1999. In January
2000, activities begun in November 1999 started generating revenues.
However, such revenues have not been significant enough to overcome
expenses. Additional development of the properties acquired by the Company
and the rest of Management's plan of operations requires significant
additional capital generation. Efforts to raise capital met with little
success during the year ended September 30, 2001. There is no guarantee
that sufficient capital can be raised to accomplish the property development
and plan of operations. 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 cash costs being incurred. However, without the
infusion of additional capital, the Company is not currently in a position
to initialize 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,
9
and annual lease rentals. 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.
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: STOCK TRANSACTIONS
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.
All share and per-share amounts have been presented as though the reverse
split had occurred before any period presented.
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 to register 25,000,000 post-reverse-split common shares
for the above stated purpose. The meeting also approved the change of
corporate name to be determined at a later date by management.
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.
Also see the discussion regarding subsequent events at Note 5 below.
NOTE 3: CONTINGENCY
Under the terms of the farm-out agreement with MJM Oil and Gas, Inc. on the
JFS Field, MJM is providing development funds for this property. Consistent
with this arrangement, MJM has a lien against the Company's interest in this
field until such time as the Company has repaid its share of all of the
development costs incurred by MJM in returning this field to production.
10
NOTE 4: STOCK OPTIONS
At December 31, 2001, 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
--------------- ---------------- -----------
$0.10 per share Through 12/31/02 50,000
$0.20 per share Through 12/31/04 50,000
$0.10 per share Through 12/31/05 400,000
$0.10 per share Through 12/31/10 1,000,000
$0.20 per share Through 12/31/10 1,000,000
$0.10 per share Through 12/31/11 1,500,000
$0.20 per share Through 12/31/11 1,500,000
---------
Total 5,500,000
=========
Changes in outstanding options during the year were as follows:
Options outstanding at September 30, 2001 5,500,000
Expirations -
Grants -
---------
Options outstanding at December 31, 2001 5,500,000
=========
NOTE 5: SUBSEQUENT EVENTS
Subsequent to the quarter ended December 31, 2001 the Company has issued an
additional 6,100,000 shares pursuant to the S-8 registration statement as
follows. Gene Maloney was issued 1,900,000 shares pursuant to his
consulting agreement. Steve Owen was issued 3,000,000 shares pursuant to
his consulting and advisory agreement. William Andrew Stack was issued
200,000 shares pursuant to his agreement to provide certain legal services
to the Company. 1,000,000 shares were issued to Dr. Sarvotham Chary who has
agreed to provide advisory services in overseas markets.
11
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General:
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.
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. (See Liquidity and Capital
Resources below) The operation of the JFS property continued with efforts
to synchronize the operation of the various components of the JFS field to
enhance production of natural gas.
On August 31, 2000, the Company entered into an agreement to acquire 100% of
the issued and outstanding common stock of MJM Oil and Gas, Inc. ("MJM").
After significant effort on the part of Company management the conclusion
was reached that the possibility of raising the necessary capital to
complete the transaction was nil. The factors affecting this decision
included the overall condition of the U. S. economy, the perceived
uncertainties and instabilities in the energy industry, and the continued
depressed price of the Company's common stock. Company management has
revised its plan of growth to concentrate on more modest acquisitions in the
energy and related fields, and to this end is currently working to reach
agreements on more than one acquisition. The Company's philosophy of the
energy industry continues to be to develop and exploit oil and gas reserves
in proven areas where other operators have either overlooked additional
reserves or elected for their own reasons not to proceed.
The Company acquired an additional 15% working interest in the JFS field, a
producing property, in October 2000. This additional interest is burdened
by a net profits interest to an unrelated third-party which precludes the
Company from receiving the revenues from this interest until the net profits
interest is satisfied. The Company expects that with current prices and
production that the net profits interest should be satisfied sometime in the
distant future.
Liquidity and Capital Resources:
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, 2001 totaled $353,738 and consisted primarily
of the JFS Property. The assets as of December 31, 2000 totaled $227,739
and consisted primarily of prepaid expenses and the JFS Property. The
12
assets as of December 31, 1999 were $42,968 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:
During the current quarter the Company reported revenues of $16,337, cost of
revenues of $35,331, and other expense items of $407,808 resulting in a net
loss of $426,802 for the quarter. Primary increases in expenses resulted
from consulting fees paid in stock to advisors and experts in the amount of
$245,000 and attorney's fees of $70,000 in connection with the reverse stock
split and the filing of the S-8 registration statement which amounts were
paid by the issuance of common stock. The Company expects to incur
additional consulting fees during the next few quarters as management
reviews and revises its plan for the Company with the help of these advisors
and consultants. As the Company becomes more active increases in revenues
and recurring expenses are expected. The Company reported revenues of
$8,476 during the year ago quarter and did not incur significant consulting
fees during that quarter.
The Company issued a total of 4,500,000 shares during the 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)
Subsequent Events:
Subsequent to the quarter ended December 31, 2001 the Company has issued an
additional 6,100,000 shares pursuant to the S-8 registration statement as
follows: Gene Maloney 1,900,000 shares pursuant to his consulting
agreement, Steve Owen 3,000,000 shares pursuant to his consulting and
advisory agreement, William Andrew Stack 200,000 shares pursuant to his
agreement to provide certain legal services to the Company, and 1,000,000
shares to Dr. Sarvotham Chary who has agreed to provide advisory services in
overseas markets.
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.
13
PART II. OTHER INFORMATION
Item 2. Changes in Securities
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.
Item 4. Submission of Matters to a Vote of Securities Holders
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.
Item 6. Exhibits and Reports on Form 8-K
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.
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: February 19, 2002 /s/JAMES W. LANDRUM
By: James W. Landrum, President
Date: February 19, 2002 /s/M. H. MCILVAIN
By: M. H. McIlvain, Executive Vice
President and Chief Financial Officer
14