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 JUNE 30, 2005
[ ] 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 241,578,710 shares of common stock, No Par Value,
outstanding as of June 30, 2005.
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)
June 30, September 30,
2005 2004
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ASSETS
- ------
Current assets:
- ---------------
Cash $ 22,924 $ 225
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Total current assets 22,924 $ 225
Fixed assets:
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Montgomery County pipeline 34,789 --
Oil & gas properties, non-producing
Ownbey & Troyer leases 95,000 --
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Total assets $ 152,713 $ 225
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LIABILITIES and STOCKHOLDERS' EQUITY (DEFICIT)
- ----------------------------------------------
Current liabilities
- -------------------
Accounts payable 15,385 22,881
Accrued expenses - related party -- 10,170
Accrued expenses 1,000 6,000
Stock payable 150,610 --
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Total current liabilities 166,995 39,051
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Stockholders' equity (deficit)
- -----------------------------
Common stock, no par value
authorized 500,000,000 shares;
241,578,710 and 132,578,710
issued and outstanding 4,683,732 3,658,732
Accumulated deficit (4,698,014) (3,697,558)
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Total stockholders' equity (deficit) (14,282) (38,826)
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Total liabilities and stockholders' equity (deficit) $ 152,713 $ 225
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Golden Chief Resources, Inc.
Statements of Expenses
Three and Nine Month Periods Ended June 30, 2005 and 2004
(Unaudited)
Three Months Nine Months
2005 2004 2005 2004
----------------------------------- ---------------------------------------
Lease operating expenses $ 3,500 $ -- $ 3,500 $ --
Operating expenses 38,085 4,753 996,956 5,547
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Net Loss $ (41,585) $ (4,753) $ (1,000,456) $ (5,547)
============= ============= ============= =============
Basic and Diluted Loss per Share $ (0.00) (0.00) (0.00) (0.00)
============= ============= ============= =============
Weighted Average Shares Outstanding 241,578,710 127,578,710 213,468,416 106,800,932
============= ============= ============= =============
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Golden Chief Resources, Inc.
Statement of Cash Flows
(Unaudited)
Nine Months Ended
June 30,
2005 2004
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Cash Flows from Operating Activities:
Net loss $(1,000,456) $ (5,547)
Adjustments to reconcile net loss to net cash used in operating activities:
Stock Issued for Services 886,211 --
Stock Payable for Services 50,000 --
Changes in assets and liabilities:
Accounts Payable (17,666) (19,227)
Accrued expenses (5,000) --
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Net Cash Used in Operating Activities (86,911) (24,774)
Cash Flows from Financing Activities:
Proceeds from stock sales 109,610 25,000
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Net Increase (Decrease) in Cash 22,699 226
Cash - Beginning of period 225 --
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Cash - End of period $ 22,924 $ 226,924
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Supplementary Disclosure:
Cash Paid for Interest $ -- $ --
Cash Paid for Taxes -- --
Non-cash transactions:
Shares Issued:
for oil and gas properties 129,789 --
to reduce payables -- 46,440
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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 and nine month periods ended June 30, 2005 and 2004 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 and nine months ended June 30, 2005 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.
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.
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.
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.
NOTE 4 - COMMON STOCK
During the nine months ending June 30, 2005, 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
During July and August 2005, Golden Chief agreed to issue 1,250,000 shares of
common stock for $30,000. The $30,000 was received, but the shares have not been
issued.
Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General:
Golden Chief continued to examine and evaluate the non-producing oil and gas
properties located in south east Kansas with the expectation of securing
adequate financing to enhance and exploit the reserves. This process will
probably continue through our fourth fiscal quarter.
During the nine months ending June 30, 2005, we raised $100,610 from existing
shareholders who purchased 4,224,400 shares of our common stock for
approximately $0.025 per share. The proceeds were used to satisfy certain
obligations and to begin the audit for the year ending September 30, 2004. We
also acquired a small natural gas pipeline located in Montgomery County, Kansas
from a related party for the issuance of 2,000,000 shares of common stock valued
at $36,000.
During the quarter ending December 31, 2004 we 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. 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. 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. 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 nine months ending June 30, 2005, Golden Chief raised $100,610 in
capital from existing shareholders who purchased common stock at approximately
$0.025 per share.
Revenues and Expenses:
During the nine months ending June 30, 2005, Golden Chief spent approximately
$1,000,000 in continued evaluation and planning on the non-producing properties
located in south east Kansas. The Company expects to continue to evaluate and
prepare a plan for the improvement of these properties, and when funds become
available move the properties into a productive state. The Company reported no
revenues during the current quarter.
In the prior year, we incurred minor expenses and had no revenue.
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Subsequent Events:
In July and August 2005, Golden Chief sold 1,250,000 shares of common stock for
$30,000 to several investors.
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, 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 reflects 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 have been submitted to a vote of the securities holders during the
current quarter.
Item 6. Exhibits and Reports on Form 8-K
A filing on Form 8K was made on June 30, 2005 notifying of the engagement of
Bateman & Co. of Houston, Texas as the Company's independent auditor.
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 &
Chief Financial Officer
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