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, 2004
[ ] 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.
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(Exact name of small business issuer as specified in its charter)
State of Kansas 48-0846635
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(State or other jurisdiction of (IRS Employer
incorporation or organization) I. D. Number)
896 N. Mill Street, Suite 203, Lewisville, Texas 75057
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(Address of principal executive offices)
(972) 219-8585
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(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 239,578,710 shares of common stock, No Par Value,
outstanding as of December 31, 2004.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Chief Resources Inc.
Balance Sheets
(Unaudited)
December 31 September 30
2004 2004
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ASSETS
Current assets:
Cash $ 136 $ 225
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Total current assets 136 225
Fixed assets:
Oil & gas properties, non-producing
Ownbey & Troyer leases 95,000 --
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Total assets $ 95,136 $ 225
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LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIT)
Current liabilities
Accounts payable 19,516 22,881
Accrued expenses - related party 10,170 10,170
Accrued expenses 1,000 6,000
Stock payable 50,000 --
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Total current liabilities 80,686 39,051
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Stockholders' equity (deficit)
Common stock, no par value
authorized 500,000,000 shares; 239,578,710
and 132,578,710 issued and outstanding 4,647,732 3,658,732
Accumulated deficit (4,633,282) (3,697,558)
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Total stockholders' equity (deficit) 14,450 (38,826)
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Total liabilities and stockholders' equity (deficit) $ 95,136 $ 225
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Golden Chief Resources, Inc.
Statements of Expenses
Three Months Ended December 31, 2004 and 2003
(Unaudited)
2004 2003
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Operating Expenses $ 935,724 $ --
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Net Loss $ (935,724) $ --
============= =============
Basic and Diluted Loss per Share $ (0.01) --
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Weighted Average Shares Outstanding 157,666,622 75,412,043
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Golden Chief Resources, Inc.
Statements of Cash Flows
(Unaudited)
Three Months Ended
December 31,
Cash Flows from Operating Activities: 2004 2003
- ------------------------------------- --------- -------
Net Loss $(935,724) $ --
Adjustments to reconcile net loss to net cash used in operating activities:
Stock issued for services 885,000 --
Stock payable for services 50,000
Changes in assets and liabilities:
Accounts Payable (3,365) --
Accrued expenses (5,000) --
--------- ---------
Net Cash Used in Operating Activities (9,089) --
Cash Flows from Financing Activities:
Proceeds from stock sales 9,000 10,000
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Net Increase (Decrease) in Cash (89) 10,000
Cash - Beginning of period 225 --
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Cash - End of period $ 136 $ 10,000
========= =========
Supplementary Disclosure:
Cash Paid for Interest $ -- $ --
Cash Paid for Taxes
Non-cash transactions:
Shares Issued for oil and gas properties 95,000 --
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Golden Chief Resources, Inc.
Notes to Financial Statements
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited financial statements of Golden Chief Resources, Inc.
("Golden Chief")have been prepared in accordance with accounting principles
generally accepted in the United States of America for interim financial
statements and with the instructions to Form 10-QSB and Regulation S-B for the
three month periods ended December 31, 2004 and 2003 and reflect, in the opinion
of management, all adjustments, which are of a normal and recurring nature,
necessary for a fair presentation of the results for such periods. The foregoing
financial statements do not include all information and footnotes required by
accounting principles generally accepted in the United States of America for
complete financial statements. However, except as disclosed herein, there has
been no material change in the information disclosed in the notes to
consolidated financial statements for the year ended September 30, 2004 included
in the Company's Annual Report on Form 10-KSB filed with the Securities and
Exchange Commission. The interim unaudited financial statements should be read
in conjunction with the annual financial statements and accompanying notes.
Operating results for the three months ended December 31, 2004 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2005.
NOTE 2 - OIL AND GAS PROPERTIES PURCHASED FROM A RELATED PARTY
Golden Chief issued 96,000,000 shares of common stock to a company controlled by
two directors of Golden Chief for the purchase of two oil and gas leases. The
properties were recorded at the carry-over basis of the former owner totaling
$95,000. The shares were valued at $960,000 resulting in an asset of $95,000 and
compensation of $865,000. See footnote 4.
NOTE 3 - STOCK PAYABLE
During the three months ending December 31, 2004, Golden Chief agreed to issue
5,000,000 shares of common stock to a financial advisor for his services in
helping raise capital for Golden Chief. The shares were valued at $50,000. The
shares were not issued as of December 31, 2004 and are reflected as a stock
payable.
NOTE 4 - COMMON STOCK
During the three months ending December 31, 2004, Golden Chief issued:
o 96,000,000 shares of common stock valued at $960,000 to a related
party for the purchase of two oil and gas leases.
o 2,000,000 shares valued at $20,000 to a brokerage firm for their
services.
o 9,000,000 shares of common stock for cash of $9,000.
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NOTE 5 - SUBSEQUENT EVENT
In January 2005, Golden Chief issued 2,000,000 shares of common stock to a
company controlled by two directors of Golden Chief for the purchase of a gas
gathering system. The system was recorded at the carry-over basis of the former
owner totaling $34,789. The shares were valued at $36,000 resulting in an asset
of $34,789 and compensation of $1,211.
During the three months ended March 31, 2005, Golden Chief agreed to issue
1,800,000 shares of common stock for $40,000. The $40,000 was received, but the
shares have not been issued resulting in a stock payable.
During the three months ended June 30, 2005, Golden Chief agreed to issue
2,424,400 shares of common stock for $60,610. The $60,610 was received, but the
shares have not been issued resulting in a stock payable.
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General:
During the quarter, Golden Chief entered into a transaction with International
Royalty and Oil Co. (IROC) of Dallas, Texas, a company controlled by two
directors of Golden Chief to acquire certain non-producing oil and gas
properties located in southeastern Kansas in exchange for the issuance of 96,000
000 shares of our common stock to the shareholders of International Royalty and
Oil Co. The properties need a certain amount of remedial work in order to return
to production and we estimate the need for up to $500,000 to achieve full
production and resume a gas injection project on one of the leases. IROC was
endeavoring to provide a further lease as of September 1, 2005, but until they
can resolve certain problems pertaining to their title to the property they will
be unable to deliver the lease to us. We also agreed to hire a financial advisor
and a brokerage firm to provide assistance in seeking additional capital and aid
in the establishment of an orderly market for our shares. We agreed to issue
5,000,000 shares to the financial advisor and 2,000,000 shares to the brokerage
firm for these services.
Pursuant to the transaction with International Royalty and Oil Co., two new
directors were added,: J. Fred Oden and Hugh Fowler. Mr. Hewitt and Mr. Landrum
resigned from the board at that meeting, and Mr. McIlvain was then elected our
president with Mr. Oden elected vice president and Mr. Fowler elected secretary.
This action was effective on December 16, 2004.
Liquidity and Capital Resources:
During the current quarter, our capital resources were extremely limited. Our
prospects will depend entirely on our ability to secure future financing and
find a suitable line of business.
The assets as of December 31, 2004 totaled $95,136, consisting primarily of the
non-producing leases acquired in the transaction with International Royalty and
Oil Co. The properties were valued at $95,000 which represented the carryover
basis of the related party.
Revenues and Expenses:
During the current quarter, we incurred significant operating expenses. Most of
the operating expenses were for compensation for the oil and gas properties,
which were secured by the issuance of our common stock to related parties. We
had no revenues for the quarter.
During the quarter a year ago, we reported no revenues and had no expenses.
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Subsequent Events:
During the quarter ending March 31, 2005, we raised $49,000 from existing
shareholders who purchased 10,800,000 shares of our common stock from $.001 to
$.025 per share. The proceeds were used to satisfy certain obligations and begin
the audit for the year ending September 30, 2004. We also acquired a small
natural gas pipeline located in Montgomery County, Kansas for the issuance of
2,000,000 shares of common stock valued at $36,000.
During the quarter ending June 30, 2005, we secured $60,610 in capital from
existing shareholders who purchased common stock at $0.025 per share. During
this quarter, we engaged Bateman & Co. as independent auditors for the year
ending September 30, 2004.
On August 15, 2005, we dismissed Bateman & Co. as independent auditors and hired
Malone & Bailey as independent auditors.
Disclosure Regarding Forward-Looking Statements:
Where this Form 10-QSB includes "forward-looking" statements within the meaning
of Section 27A of the Securities Act, we desire to take advantage of the "safe
harbor" provisions thereof. Therefore, we are 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 our 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. We undertake 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 us or persons acting on our behalf are expressly
qualified in their entirety by this section.
PART II. OTHER INFORMATION
Item 2. Changes in Securities
There were no changes in securities during the current quarter.
Item 4. Submission of Matters to a Vote of Securities Holders
No matters were submitted to a vote of the securities holders during the current
quarter.
Item 6. Exhibits and Reports on Form 8-K
There were no Exhibits or Reports on Form 8-K filed during the current quarter.
Exhibits
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: September 21, 2005 /s/ M. H. MCILVAIN
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By: M. H. McIlvain, President
and Chief Financial Officer
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