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, 2006
[ ] 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)
896 N. Mill Street, Suite 203, Lewisville, Texas 75057
(Address of principal executive offices)
(972) 219-8585
(Issuer's telephone number, including area code)
Check whether the issuer (1) filed all reports required to be filed by Section
13 or 15(d) of the 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 [ ]
Indicate by check mark whether the registrant is a shell company Yes [ ] No [X]
(as defined in Rule 12b-2 of the Exchange Act).
Indicate the number of shares outstanding of each of the issuer's classes of
common stock, as of the latest practicable date.
There were 282,836,360 shares of common stock, No Par Value,
outstanding as of December 31, 2006.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
PART 1. FINANCIAL INFORMATION
Item 1. Financial Statements
Golden Chief Resources Inc.
Balance Sheets
(Unaudited)
December 31 September 30
2006 2006
A S S E T S
- -----------
Current assets:
Cash $ 121 $ 191
Advances to related parties 4,405 4
------------- -------------
Total current assets 4,526 195
Property & equipment
Producing oil & gas property, net of depletion 155,991 $ 155,991
Furniture & fixtures, net of depreciation 22,500 23,250
------------- -------------
178,491 179,241
Other assets
Non-producing oil & gas properties 95,000 95,000
Montgomery pipeline 34,789 34,789
------------- -------------
Total 129,789 129,789
Total assets $ 312,806 $ 309,225
============= =============
L I A B I L I T I E S and S T O C K H O L D E R S' E Q U I T Y
- -----------------------------------------------------------------
Current liabilities
Accounts payable 32,385 19,863
------------- -------------
Total current liabilities 32,385 19,863
Stockholders' equity
Common stock, no par value
authorized 500,000,000 shares; 282,836,360
and 275,436,960 issued and outstanding, respectively
Additional paid-in capital 5,282,881 5,253,281
Accumulated deficit (5,002,460) (4,963,919)
------------- -------------
Total stockholders' equity 280,421 289,362
------------- -------------
Total liabilities and stockholders' equity $ 312,806 $ 309,225
============= =============
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Golden Chief Resources, Inc.
Statements of Operations
For Three Months Ended December 31, 2006 and 2005
(Unaudited)
2006 2005
------------- -------------
Revenue
Oil and gas -- $ 3,564
Cost of Revenues
Lease operating expenses 11,117 16,131
Depletion -- 982
------------- -------------
Total Cost of Revenues 11,117 17,113
General & administrative expenses 27,424 53,724
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Total Operating Expenses 38,541 53,724
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Net loss $ (38,541) $ (67,273)
============= =============
Earnings per Share $ (0.00) $ (0.00)
============= =============
Weighted Average Shares Outstanding 279,336,360 260,685,027
============= =============
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Golden Chief Resources, Inc.
Statement of Changes in Stockholders' Equity
For the Three Month Period Ended December 31, 2006
(Unaudited)
Common Stock Additional Total
Shares Paid in Accumulated Stockholders'
No par value Capital Deficit Equity
------------ ------------ ------------ ------------
Balance September 30, 2006 275,436,360 $ 5,253,281 $ (4,963,919) $ 289,362
------------ ------------ ------------ ------------
Shares issued for:
Cash 10/06 2,150,000 8,600 8,600
Cash 12/06 4,250,000 17,000 17,000
Services 12/06 1,000,000 4,000 4,000
Net loss (38,541) (38,541)
------------ ------------ ------------ ------------
Balances December 31, 2006 282,836,360 $ 5,282,881 $ (5,002,460) $ 280,421
============ ============ ============ ============
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Golden Chief Resources, Inc.
Statement of Cash Flows
For the Three Month Periods Ended December 31, 2006 & 2005
(Unaudited)
Cash Flows from Operating Activities: 2006 2005
- ------------------------------------- -------- --------
Net Loss $(38,541) $(67,273)
Adjustments to reconcile net loss to net cash
provided by operating activities:
Depletion -- 982
Depreciation 750 --
Stock Issued for Services 4,000 --
Change in assets and liabilities:
Decrease(increase) in:
Accounts receivable -- (3,159)
Increase(Decrease) in:
Accounts Payable 12,522 (1,081)
-------- --------
Net Cash Used in Operating Activities (21,269) (70,531)
Cash Flows from Investing Activities
- ------------------------------------
Advances to related parties (4,401) --
-------- --------
Net Cash Used in Investing Activities (4,401) --
Cash Flows from Financing Activities:
- -------------------------------------
Related party activity -- 27,118
Proceeds of stock sales 25,600 41,000
-------- --------
Net Cash Provided by Financing Activities 25,600 68,118
Net Increase (Decrease) in Cash (70) (2,413)
Cash -Beginning of year 191 7,093
-------- --------
Cash -End of year $ 121 $ 4,680
======== ========
Supplementary Disclosure:
- -------------------------
Cash Paid for Interest $ -- $ --
Cash Paid for Taxes -- --
Non-cash transactions:
- ----------------------
Shares Issued for:
Services 4,000 --
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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, 2006 and 2005 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, 2006 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, 2006 are not
necessarily indicative of the results that may be expected for the year ending
September 30, 2007.
New Accounting Standards
In December 2004, the FASB issued SFAS No.123R, "Accounting for Stock-Based
Compensation" ("SFAS No. 123R"). SFAS No.123R establishes standards for the
accounting for transactions in which an entity exchanges its equity instruments
for goods or services. This Statement focuses primarily on accounting for
transactions in which an entity obtains employee services in share-based payment
transactions. SFAS No.123R requires that the fair value of such equity
instruments be recognized as expense in the historical financial statements as
services are performed. Prior to SFAS No.123R, only certain pro forma
disclosures of fair value were required. Golden Chief adopted SFAS No. 123R as
of October 1, 2005. The adoption of this standard had no effect on the financial
statements of Golden Chief.
NOTE 2 - COMMON STOCK
During the three months ending December 31, 2006, Golden Chief issued 6,400,000
shares of common stock for cash of $29,600. An additional 1,000,000 shares was
issued for services of $4,000.
NOTE 3 - SUBSEQUENT EVENT
During February of 2007 the Company issued 500,000 shares for cash received of
$1,000; 1,000,000 shares were issued for services of $4,000; and 29,042,245
shares were issued to reduce payables to officers and directors of $58,084.
Item 2: Management's Discussion and Analysis of Financial Condition and Results
of Operations.
General:
On December 21, 2006 the Company held a special shareholders meeting at which
the shareholders approved a resolution authorizing the Board of Directors to
evaluate the necessity of a reverse stock split and also to implement a reverse
stock split if they determine it to be necessary. The shareholders also ratified
the actions of the officers and directors since the last special shareholders
meeting on December 17, 2001.
During the quarter ending December 31, 2006, six additional wells were drilled
on the Ownbey lease in Chautauqua County, Kansas pursuant to a farmout agreement
which provides that the Company receive a "carried" working interest in the
wells. Production casing was set on all wells and completions operations are
continuing.
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Capital Resources:
During the current quarter, our capital resources were extremely limited. Our
prospects will depend entirely on our ability to secure future financing.
The assets as of December 31, 2006 totaled $295,950, consisting primarily of the
non-producing leases acquired in the transaction with International Royalty and
Oil Co., along with the producing lease acquired from Sabine Operating Services
in September 2005.
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.
Production from the Lindley lease was beset by electrical problems and the
Company reported no revenues for the quarter. Operations on the Lindley
continue, with improvements to the electrical situation and the addition of
chemical treatments to ease production problems.
During the quarter a year ago, we reported revenues of $3,564.
Loss on oil & gas operations amounted to $11,117 for the three months ended
December 31, 2006. Total operating expense amounted to $38,541 for the three
months ended December 31, 2006, a reduction of $28,733 from the same period in
the prior year resulting primarily from reduced general and administrative
expense.
Liquidity:
Net cash used in operations for the three months ended December 31, 2006
amounted to $29,670 as compared to $43,313 for the comparable period of the
prior year. The increase resulted primarily from cash payments for operating
expenses.
Cash provided from financing activities for the three month period ended
December 31, 2006 amounts to $29,600 and consisted of cash proceeds from common
stock issuances.
Subsequent Events:
During February of 2007 the Company issued 500,000 shares for cash received of
$1,000; 1,000,000 shares were issued for services of $4,000; and 29,042,245
shares were issued to reduce payables to officers and directors of $58,084.
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.
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ITEM 3. CONTROLS AND PROCEDURES.
a) Evaluation of Disclosure Controls and Procedures. As of December 31, 2006,
the Company's management carried out an evaluation, under the supervision
of the Company's Chief Executive Officer and Chief Financial Officer of the
effectiveness of the design and operation of the Company's system of
disclosure controls and procedures pursuant to the Securities and Exchange
Act, Rule 13a-15(e) and 15d-15(e) under the Exchange Act). Based upon that
evaluation, the Chief Executive Officer and Chief Financial Officer
concluded that the Company's disclosure controls and procedures were not
effective, as of the date of their evaluation, for the purposes of
recording, processing, summarizing and timely reporting material
information required to be disclosed in reports filed by the Company under
the Securities Exchange Act of 1934. Our auditors proposed material
adjustments related to the issuance of stock for services, among others,
which have been recorded by the Company. The Company is working to improve
our accounting expertise to eliminate such adjustments in the future.
b) Changes in internal controls. There were no changes in internal controls
over financial reporting, known to the Chief Executive Officer or Chief
Financial Officer that occurred during the period covered by this report
that has materially affected, or is likely to materially effect, the
Company's internal control over financial reporting.
Item 4. Submission of Matters to a Vote of Securities Holders
On December 21, 2006 the Company held a special shareholders meeting at which
the shareholders approved a resolution authorizing the Board of Directors to
evaluate the necessity of a reverse stock split and also to implement a reverse
stock split if they determine it to be necessary. The shareholders also ratified
the actions of the officers and directors since the last special shareholders
meeting on December 17, 2001.
Item 6. Exhibits and Reports on Form 8-K
On February 26, 2007 a filing on Form 8-K was made amending the Form 8-K filed
August 19, 2006 including Malone & Bailey, PC's response to our 8-K filing of
August 19, 2006.
On February 15, 2007 a filing on Form 8-K was made informing that an amended
filing of the Company's 10-KSB dated September 30, 2005 was inadvertently made
without the consent of the then independent auditor, and that the financial
statements contained therein should not be relied upon.
A filing on Form 8-K was made on August 19, 2006 notifying of the dismissal of
Malone & Bailey, PC as its independent auditor and the appointment of Turner,
Stone and Company, LLP of Dallas, Texas as its independent auditor.
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: March 23, 2007 B. FRED ODEN, III
---------------------------------
By: B. Fred Oden, III, President
Date: March 23, 2007 /s/ M. H. MCILVAIN
---------------------------------
By: M. H. McIlvain, Executive
Vice President and Chief
Financial Officer
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