Here's the correct filing....!!!
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 20549
FORM 10-KSB
Annual Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2004
Commission file number: 0-12809
GOLDEN CHIEF RESOURCES, INC.
(Name of small business issuer in its charter)
State of Kansas 48-0846635
--------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
896 N. Mill Street, Suite 203, Lewisville, Texas 75057
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (972) 219-8585
Securities registered under Section 12 (g) of the Exchange Act: Common stock, no
par value
The issuer (1) has 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 [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year $0.
The aggregate market value of the voting stock held by non-affiliates of the registrant on September 30, 2004, was $429,772. The number of shares outstanding of the registrant's common stock on September 30, 2004, was 132,578,710 shares. On July 15, 2005, the Company had 251,003,110 shares outstanding.
PART I
Item 1. Description of Business
(a) Business Development
We were originally incorporated as Arts Antique Autos, Ltd., and changed our name to Golden Chief Resources, Inc. on August 5, 1981. During the early 1980s, we engaged in oil and gas operating, mining, real estate operations. During the mid-1980s, we lost our asset and revenue base due to economic conditions, and liquidated assets and ceased operations in 1986. Accordingly, we remained dormant with no activity until the fiscal year beginning October 1, 1997. During the year ended September 30, 1998, minimal new assets were contributed in exchange for stock. In October 1999, oil and gas interests were contributed in exchange for stock, resulting in a change of control. In July 2002, we transferred the oil and gas interests to a shareholder in exchange for debt assumption, and ceased operations.
Therefore, we are deemed to have re-entered the development stage on October 1, 1997. Since that time, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. In the current development stage, we anticipate incurring operating losses as we implement our business plan.
During its fiscal year ended September 30, 2004, the Company was not involved in any bankruptcy, receivership, or similar proceeding and underwent no material reclassification, merger, or consolidation. The Company does not anticipate involvement or participation in any of the above proceedings.
(b) Business of Issuer
The Company is seeking to re-enter the oil and gas industry as a producer, but the prospect is limited by the availability of sufficient funds to pursue this on a more active basis. The Company currently has two employees.
(c) Reports to Security Holders
The Company does not intend to deliver an annual report to its security holders. The public may read and copy any materials filed with the SEC, such as this Form 10-KSB and Form 10-QSB reports. The Company is an electronic filer under the SEC's EDGAR filing program. Accordingly, the Company's filings are maintained by the SEC in a database at www.sec.gov and are available to all security holders.
Item 2. Description of Property
As of September 30, 2004, the Company had minimal assets.
Previously the Company had oil and gas operations and as such are and will be subject to federal, state and local laws and regulations and by political developments. The domestic production and sale of oil and gas are subject to federal regulation by the Department of Energy and the Federal Energy Regulation Commission. Rates of production of oil and gas have for many years been subject to federal and state conservation laws and regulations. In addition, oil and gas operations are subject to extensive federal and state regulations concerning exploration, development, production, transportation and pricing, and to interruption or termination by governmental authorities.
2
The term "working interest" as used herein means all or a fractional part of the ownership rights granted by a concession or lease. The working interest, or a part thereof, pays all costs of operation and is entitled to the gross production less royalties retained by the grantor or lessor and less other royalties or non-operating interests created and assigned from the working interest.
Gas Reserves
Please review the notes attached to the financial statements which are made a part hereof.
Item 3. Legal Proceedings
As of July 15, 2005 there were no legal proceedings to which the Company was a party, and no litigation is known to be pending.
Item 4. Submission of Matters to a Vote of Securities Holders
There have been no matters submitted to a vote of securities holders since December 17, 2001 at which 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. See Subsequent Events below.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information
The Company's shares have been trading sporadically, in the Pink Sheet market since late August of 2003, and based on information available directly from the Pink Sheet data center, share prices have ranged from an annual low of $0.0001 per share to a high of $0.015 per share in September of this year. The Company's shares are traded under the symbol GCHR.
The Company's common stock had previously traded on the over the counter bulletin board under the symbol GCHR. The stock began trading in the Spring of 2000, and the following table shows the quarterly trading information for the previous fiscal year as provided by the National Quotation Bureau.
Closing Bid Closing Ask
Quarter ended High Low High Low
------------- ---- --- ---- ---
December 31, 2000 $.085 $.015 $.15625 $.05
March 31, 2001 $.025 $.002 $.03 $.015
June 30, 2001 $0.073 $0.011 $0.049 $0.15
September 30, 2001 $0.022 $0.005 $0.025 $0.006
3
As of September 30, 2004, certain options have been granted to officers and key personnel as follows: 200,000 shares at an exercise price of $0.10 per share with expiration period of December 31, 2005; and 50,000 shares at an exercise price of $0.20 per share with expiration period of December 31, 2004. The preceding numbers of shares have been adjusted for the 1 for ten reverse split effected December 17, 2001
(b) Holders
As of July 15, 2005, there were approximately 250 stockholders of record of the Company's common stock. Additional stockholders hold stock in street names; the number of street name holders is not available to the Company.
(c) Dividends
The Company has not declared or paid dividends in the past, and does not anticipate doing so in the immediate future.
Item 6. Management's Discussion and Analysis or Plan of Operations
At the end of the previous fiscal year the Company's management determined that continuing operation of the oil and gas properties was not of economic benefit to the Company and entered into an agreement with the Company's president whereby he agreed to accept the liabilities associated with the properties and receive the properties from the Company. This transaction effectively removed all producing properties and transferred them to the Company's president along with the liabilities associated with them.
In order for the Company to proceed an input of capital and or assets must be forthcoming. Management is actively seeking both.
During the years ended September 30, 2004 and 2003, the Company had no operations and incurred operating losses of $23,166 and $4,895 respectively.
During the quarter ending September 30, 2004 the Company issued 5,000,000 shares for the input of $5,000 from an investor which was used for audit fees and SEC filings.
During the quarter ending March 31, 2004 the Company agreed to issue 30,000,000 shares of the Company's common stock to the Company's executive vice president to reduce the Company's payable to him by $30,000. The Company issued 500,000 shares to the Company's previous independent auditor to eliminate the Company's payable to him in the amount of $16,440. The Company also arranged to sell 15,000,000 shares for $15,000 cash to be used in reducing payables and securing the audits necessary to bring the Company's SEC filings up to date.
During the quarter ended December 31, 2003 the Company arranged for the sale of 10,000,000 shares of the Company's common stock for $10,000 with such funds to be used in reducing payables and securing the audits to bring the Company's SEC filings up to date.
In June 2003 the Company issued 5,000,000 shares to Jereta Sykes of Wichita, Kansas for the input of $5,000 which was used to reduce the account payable to the Company's Executive Vice President.
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
4
attorneys. The S-8 statement was filed on December 21, 2001. The meeting also authorized management to pursue changing the corporate name to more accurately reflect the Company's current activities and business.
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.
During the quarter ended March 31, 2002 the Company has issued an additional 9,100,000 shares pursuant to the S-8 registration statement as follows. Gene Maloney was issued 1,900,000 shares (valued at $95,000) pursuant to his consulting agreement. Steve Owen was issued 6,000,000 shares (valued at $420,000) pursuant to his consulting and advisory agreement. William Andrew Stack was issued 200,000 shares (valued at $28,000) pursuant to his agreement to provide certain legal services to the Company. 2,200,000 shares (valued at $238,000) were issued to Dr. Sarvotham Chary who has agreed to provide advisory services in overseas markets.
During the quarter ended June 30, 2002 the Company has issued an additional 9,000,000 shares (valued at $180,000) pursuant to the S-8 registration statement to consultants and attorneys pursuant to their agreement to provide certain legal services to the Company. The Company also issued 800,000 restricted shares to Vision Publishing for market research services which were valued at $12.000.
In September 2002, the Company issued a total of 15,000,000 shares to the officers of the Company in exchange for their agreement to waive and forego any benefit from their employment agreements and that the Company shall cancel those agreements including stock option grants. A total of $698,060 had been accrued as salaries under the respective employment agreements.
At September 30, 2002 and 2001, the Company has reserved 2,500,000 and 5,500,000 shares, respectively, of its authorized but unissued common stock for possible future issuance in connection with the potential exercise of stock options.
In October 2000, the directors agreed to issue 4,924,500 shares to Red River Properties, Inc. in exchange for an additional 15% working interest in the JFS oil and gas field. With this transaction, Red River and its assignees controlled approximately 67% of the outstanding shares of the Company. The Company entered into an agreement with Vision Publishing, Inc. of Parkland, Florida to represent the Company in various matters concerning promotion and tracking the Company's stock in exchange for 100,000 shares valued at $50,000.
In April 2001, the Company has issued 5,380,000 common shares to Red River Properties, Inc. in consideration for the assignment of a 3.75% interest in the Kings ridge Field in Louisiana. This property is currently producing a combination oil and gas field that has historically produced, but was only returned to production in the year 2000.
In April 2001, the Company issued 300,000 common shares valued at $30,000 to its new management consultant. This issuance represents the stock portion of the fee to be paid to the consultant for the first six months of services. The Company is currently negotiating an end to this contract.
The Company also issued 100,000 common shares valued at $10,000 to an attorney as a retainer for legal services to be provided to the Company.
5
During October 1999, the Company issued 9,750,000 shares in exchange for a 10% working interest in the JFS Field in Dimmit County, Texas. Also during the fiscal year ended September 30, 2000 the Company issued 122,600 shares for cash proceeds of $122,600 pursuant to a private placement, and additionally the Company issued 50,000 to a public relations firm to gain an internet presence for the Company, 150,000 shares were issued to a consultant to increase public awareness of the Company, and in September 2000 the Company issued 400,000 shares in exchange for 100,000 shares of a closely-held private oil and gas company.
Subsequent Events
In December of 2004 the Company entered into an agreement with International Royalty and Oil Co. (IROC) of Dallas, Texas in which the Company will acquire certain oil and gas leases located in Montgomery and Chautauqua Counties in southeast Kansas in exchange for 93,500,000 shares of the Company's common stock, subject to various conditions. Additionally the Company also agreed to issue 2,500,000 shares to acquire the marketing rights for an enhanced downhole separation device used in the oil and gas industry. As of august 10, 2005, these transactions have not been consummated.
Also in December of 2004 in conjunction with the above transaction with IROC Mr. Landrum and Mr. Hewitt resigned as officers and members of the board of directors and were replaced by Mr. Fred Oden and Mr. Hugh Fowler. Mr. Oden accepted the position of Vice President and Mr. Fowler accepted the position of Secretary and Mr. McIlvain was appointed as President.
Late in December of 2003 the Company entered into an agreement with representatives of International Royalty and Oil Co. (IROC) of Cisco, Texas in which IROC will provide funding for bringing the Company's SEC filings up to date, and provide a certain amount of working capital to further the Company's options in moving forward.
Income Taxes
See Note 6 to the Financial Statements.
Disclosure Regarding Forward-Looking Statements
This Form 10-KSB includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act and 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-KSB 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 the Form 10-KSB, 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.
Item 7. Financial Statements
The financial statement information for the Company is set forth immediately following the signature page of this Form 10-KSB. See the Index to Financial Statements on page F-1.
6
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
In March of 2005 Clyde Bailey, P.C. resigned as the firm's independent auditor. Therefore the Company engaged Bateman & Co., Inc. P. C. of Houston, Texas to perform the audit of the Company's financial statements as of September 30, 2004. In early 2004 the Company engaged Clyde Bailey, CPA to perform the audit of the Company's financial statements for the fiscal year ending September 30, 2002 and 2003. The Company has had no disagreements on accounting and financial disclosure with its auditor or the previous auditors.
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons
Each of the officers and directors hold office for one year terms. None of the officers or directors have been involved in any material legal proceedings. The following are the officers and directors of the Company as of September 30, 2004:
Name Age Position Director Since
---- --- -------- --------------
James W. Landrum 55 President and Director 1999
Michael H. McIlvain 58 Vice President and Director 1999
Richard M. Hewitt 67 Secretary and Director 1999
Management.
James W. Landrum, age 55, Terrell, Texas is President and a director. Mr. Landrum is a business administration graduate of the University of Texas at Arlington. He has twenty years of experience in the oil and gas industry with Lanco Energy and for his own account. Between 1995 and 1998, he was President of Esco Elevators, Inc., an elevator manufacturing company, and Megalith Corp., a public company, both of Fort Worth, Texas. Megalith owned Esco Elevators as a wholly-owned subsidiary.
Michael H. McIlvain, age 58, Trophy Club, Texas is Executive Vice-President and a director of the Company. Mr. McIlvain holds BS and MBA degrees from the University of Kansas. He has more than 20 years of experience in the oil and gas business, mainly with Clinton Oil Co., Wichita, Kansas, and Rickelson Oil and Gas Company, Tulsa, Oklahoma. Between 1994 and 1997, he was executive vice president of BeneFund, Inc., a publicly held telecommunications company based in Tulsa.
Richard M. Hewitt, age 67, Trophy Club, Texas is Secretary and a director. Mr. Hewitt is a graduate of Grinnell College and Southern Methodist University School of Law and has been a licensed attorney in Texas since 1963. Between 1964 and 1979, he was employed by the U.S. Securities and Exchange Commission in Fort Worth, Texas. Mr. Hewitt has been in private practice in the Dallas, Texas area since 1981 and has been a sole practitioner since 1992.
Item 10. Executive Compensation
In January of 2004 the Company issued 30,000,000 shares to M. H. McIlvain as partial payment of sums owed him by the Company.
In September 2002, the Company issued a total of 15,000,000 shares to the officers of the Company in exchange for their agreement to waive and forego any benefit from their employment agreements and that the Company shall cancel those agreements including stock option grants. A total of $698,060 had been accrued as salaries under the respective employment agreements.
7
Upon the change in control of the Company discussed above the Company entered into employment agreements with both Mr. Landrum and Mr. McIlvain. These employment agreements had an initial term of three years and call for Mr. Landrum and Mr. McIlvain to receive salaries of $120,000 per year. In March 2001, the Company entered into a three-year contract with its corporate secretary providing for a salary of $50,000 per year along with standard benefits available to any other employee. The Company is currently accruing these salaries pending the time that the Company's cash position and liquidity can allow the officers to receive their compensation. These employment agreements were surrendered by the Company's officers in exchange for common shares in the amount of 5,000,000 shares to each.
On March 2, 2001 Mr. Landrum was granted options to obtain up to 500,000 shares at $.10 per share through 12/31/2011; and 500,000 shares at $.20 per share through 12/31/2011. Mr. McIlvain was granted options to obtain up to; 500,000 shares at $.10 per share through 12/31/2011; and 500,000 shares at $.20 per share through 12/31/2011. Mr. Hewitt was granted options to obtain up to 500,000 shares at $.10 per share through 12/31/2011; and 500,000 shares at $.20 per share through 12/31/2011.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following is certain information regarding the Company's common stock as of September 30, 2000 with respect to (a) security ownership of each person known by the Company to own beneficially more than 5% of the Company's common stock, and (b) security ownership of management.
Ownership at September 30, 2004
Name and Address Number of Percent
Title of Class of Beneficial Owner Shares Owned of Class Notes
-------------- ------------------- ------------ -------- -----
Common Stock James W. Landrum 22,014,500 16.60% See 1 below.
No Par Value 406 Griffith Avenue
Terrell, TX 75160
Common Stock M. H. McIlvain 37,300,000 28.13% See 2 below.
No Par Value 110 Seminole
Trophy Club, TX 76262
Common Stock Richard M. Hewitt 5,247,000 3.96% See 3 below.
No Par Value 202 Fresh Meadow Drive
Trophy Club, TX 76262
Common Stock Red River Properties,
No Par Value Inc. 20,014,500 15.40% See 1 below.
406 Griffith Avenue
Terrell, TX 75160
Common Stock Humboldt Corp.
No Par Value 1711 E. Frankford 13,040,000 9.84%
Carrollton, TX 75006
Common Stock Lavaca Trust
3632 Trail Walker Drive 12,000,000 9.05%
Plano. Texas 75074
8
All directors and officers
as a group (3 persons) 64,561,500 48.70%
There are no family relationships between the officers and directors.
1. Of Mr. Landrum's shares 20,814,500 shares are held by Red River Properties, Inc. of which he is the President; 400,000 shares held by the 4 L-J Trust of which he is a Trustee; 400,000 shares held by the 4 L-K Trust of which he is a Trustee; 400,000 shares held by the 4 L-L Trust of which he is a Trustee; and 400,000 shares held by the 4 L-W Trust of which he is a Trustee.
2. Of Mr. McIlvain's shares 400,000 are held by Elizabeth L. McIlvain, his wife; 100,000 held by Elizabeth L. McIlvain as custodian for a minor child; and the remaining 6,400,000 shares are held directly.
3. Mr. Hewitt's shares are held as joint tenant with his wife Karen C.
Hewitt
4. The directors include James W. Landrum, M. H. McIlvain, and Richard M. Hewitt.
(c) Changes in Control
None.
Item 12. Certain Relationships and Related Transactions
In January of 2004 the Company entered into an agreement with Mr. McIlvain whereby he would receive 30,000,000 common shares in exchange for a reduction in the amount owed him by the Company in the amount of $30,000.
At the end of the previous fiscal year the Company's management determined that continuing operation of the oil and gas properties was not of economic benefit to the Company and entered into an agreement with the Company's president whereby he agreed to accept the liabilities associated with the properties and receive the properties from the Company. This transaction effectively removed all producing properties and transferred them to the Company's president along with the liabilities associated with them.
Item 13. 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.
9
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: August 12, 2005 /s/ JAMES W. LANDRUM
--------------------------
By: James W. Landrum, President,
Chief Executive Officer,
/s/ MICHAEL H. MCILVAIN
--------------------------------
By: Michael H. McIlvain
Executive vice President and
Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ JAMES W. LANDRUM President & Director August 12, 2005
--------------------
James W. Landrum
/s/ MICHAEL H. MCILVAIN Executive Vice President August 12, 2005
----------------------- & Director
Michael H. McIlvain
/s/ RICHARD M. HEWITT Secretary & Director August 12, 2005
---------------------
Richard M. Hewitt
/s/ B. FRED ODEN, III Director August 11, 2005
-------------------------
B. Fred Oden, III
/s/ HUGH FOWLER Director August 11, 2005
-----------------
Hugh Fowler
10
GOLDEN CHIEF
RESOURCES, INC.
FINANCIAL STATEMENTS
For the Years Ended
September 30, 2004 and 2003
[Graphic Logo Omitted]
Bateman & Co., Inc., P.C.
Certified Public Accountants
5 Briardale Court Houston, Texas 77027-2904 (713) 552-9800 FAX (713) 552-9700 www.batemanhouston.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders Of Golden Chief Resources, Inc.
We have audited the accompanying balance sheet of Golden Chief Resources, Inc. (a Kansas corporation and a development stage enterprise) as of September 30, 2004, and the related statements of operations, stockholders' deficit, and cash flows for the year ended September 30, 2004, and for the cumulative development stage period from October 1, 1997 through September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Golden Chief Resources, Inc. as of September 30, 2003, and for the year then ended, and the cumulative statements of operations, stockholders' deficit, and cash flows from October 1, 1997 through September 30, 2003, were audited by other auditors whose report dated July 15, 2004, expressed an unqualified opinion on those statements, with a paragraph emphasizing that there was substantial doubt the entity might survive as a going concern. Our report on the cumulative statements of operations, stockholders' deficit, and cash flows from October 1, 1997, through September 30, 2004, insofar as it relates to amounts for periods ending on or prior to September 30, 2003, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Chief Resources, Inc. (a development stage enterprise) as of September 30, 2004, and the results of its operations and its cash flows for the year ended September 30, 2004, and for the cumulative development stage period from October 1, 1997, through September 30, 2004, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is not currently engaged in a business and has suffered losses from development stage activities to date, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Houston, Texas
June 30, 2005
/s/ Bateman & Co., Inc. P.C.
-----------------------------
BATEMAN & CO., INC., P.C.
Member
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS Offices in
Principal Cities Around The World
The accompanying notes are an integral part of the financial statements.
F-2
INDEPENDENT AUDITORS' REPORT
Board of Directors
Golden Chief Resources Inc.
Dallas, Texas
We have audited the accompanying balance sheet of Golden Chief Resources Inc., a development stage enterprise, as of September 30 2003 and the related statements of income and expenses, statement of changes in stockholders' equity, and the statements of cash flows for the years ended September 30, 2003 and 2002, and from restart of the development period in 1998 to September 30, 2003. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these statements based on our audit. We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for my opinion.In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of the Company as of September 30, 2003 and the results of its operations for the years ended September 30, 2003 and 2002 and from restart of the development period in 1998 to September 30, 2003 in conformity with accounting principles generally accepted in the United States.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. The Company has limited operations currently and suffered recurring losses from operations. These factors raise substantial doubt about the Company's ability to continue as a going concern. This is further explained in the notes to financial statements.
Clyde Bailey, P.C.
Certified Public Accountant
San Antonio, Texas
July 15, 2004
The accompanying notes are an integral part of the financial statements.
F-3
Golden Chief Resources Inc.
(A Development Stage Enterprise)
Balance Sheets
(Unaudited)
September 30 September 30
2004 2003
A S S E T S
-----------
Current assets:
---------------
Cash $ 225 $ --
------------- -------------
Total current assets 225 $ --
------------- -------------
Total assets $ 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' D E F I C I T
----------------------------------------------------------------
Current liabilities
-------------------
Accounts payable 22,881 31,284
Accounts payable - related party 10,170 60,796
Accrued expenses 6,000 --
------------- -------------
Total current liabilities 39,051 92,080
Stockholders' deficit
---------------------
Common stock, no par value
authorized 500,000,000 shares; 132,578,710
and 72,078,710 issued and outstanding 3,643,732 3,567,292
Additional paid-in capital - stock options 15,000 15,000
Prior accumulated deficit during operating stage (994,640) (994,640)
(Deficit) accumulated during development stage (2,702,918) (2,679,732)
------------- -------------
Total stockholders' deficit (38,826) (92,080)
------------- -------------
Total liabilities and stockholders' deficit $ 225 $ --
============= =============
The accompanying notes are an integral part of the financial statements.
F-4
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Operations
Cumulative
During the
For the Years Ended Development
September 30 Stage
2004 2003 October 1, 1997 through
September 30,
2004
Revenue
Oil and gas $ -- $ -- $ 205,395
Other income -- --
------------- ------------- -------------
Total revenue -- -- 205,395
Cost of revenues
Lease operating expenses -- -- 223,417
Depletion -- -- 29,254
------------- ------------- -------------
Total cost of revenues -- -- 252,671
Gross profit -- -- (47,276)
------------- ------------- -------------
Operating expenses
Personnel costs -- -- 813,482
Consulting fees -- -- 913,200
Professional fees 11,685 -- 593,572
Public relations -- -- 183,140
Travel 237 -- 83,284
Rent 6,000 -- 22,290
Other 5,264 4,895 102,103
------------- ------------- -------------
Total operating expenses 23,186 4,895 2,711,071
------------- ------------- -------------
Income from operations (23,186) (4,895) (2,758,347)
Other income/(expenses) --
Gain/(loss) on sale of investments -- -- 41,331
Unrealized gain on investments -- -- 13,468
Interest income -- -- 631
------------- ------------- -------------
Income before income taxes (23,186) (4,895) (2,702,917)
Income taxes -- -- --
------------- ------------- -------------
Net income/(loss) (23,186) (4,895) $ (2,702,917)
============= ============= =============
Earnings/(loss) per share $ (0.00) (0.00) $ (0.07)
============= ============= =============
Weighted average shares outstanding 110,252,207 39,423,143 40,346,136
============= ============= =============
The accompanying notes are an integral part of the financial statements.
F-5
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
Additional Deficit Prior
Paid In Accumulated Accumulated
Capital During the Deficit Total
Common Stock Stock Development During the Stockholders'
Shares Amount Options Stage Operating Stage Deficit
------------ ------------ ------------ ------------ --------------- ------------
Balances October 1, 1996 3,221,715 $ 994,640 $ -- $ -- $ (994,640) $ --
Net loss -- -- -- -- --
------------ ------------ ------------ ------------ ------------ -----------
Balances September 30, 1997 3,221,715 994,640 -- -- (994,640) --
Stock issued for
services and expenses 9/98 1,594,100 1,594 -- 1,594
Net loss -- -- -- (1,594) -- (1,594)
------------------------------------------------------------------------------------------
Balances September 30, 1998 4,815,815 996,234 -- (1,594) (994,640) --
Shares issued for:
Expenses 10/98 568,892 2,477 2,477
Marketable securities 12/98 721,932 7,219 7,219
Cash 01/99 33,000 3,300 3,300
Marketable securities 02/99 89,460 8,946 8,946
Consulting 03/99 50,000 10,000 10,000
Cash 04/99 20,000 2,000 2,000
Expenses 04/99 20,000 4,000 4,000
Cash 07/99 45,000 9,000 9,000
Marketable securities 07/99 137,500 27,500 27,500
Net loss (74,342) (74,342)
-----------------------------------------------------------------------------------------
Balances September 30, 1999 6,501,599 1,070,676 -- (75,936) (994,640) 100
Shares issued for:
Oil and gas properties 10/99 9,750,000
Cash 10/99 25,000 25,000 25,000
Cash 11/99 5,000 5,000 5,000
Cash and subscription 12/99 10,000 10,000 10,000
Cash 01/00 5,100 5,100 5,100
Cash 02/00 26,000 26,000 26,000
Cash 03/00 14,500 14,500 14,500
Cash 06/00 27,000 27,000 27,000
Public relations services 06/00 50,000 50,000 50,000
Professional services 07/00 150,000 135,000 135,000
Cash 08/00 10,000 10,000 10,000
Nonmarketable securities 09/00 400,000 20,000 20,000
Net loss (455,230) (455,230)
----------------------------------------------------------------------------------------
Balances September 30, 2000 16,974,199 1,398,276 (531,166) (994,640) (127,530)
The accompanying notes are an integral part of the financial statements.
F-6
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
Shares issued for:
Oil and gas properties 10/00 4,924,500 92,956 92,956
Professional services 10/00 200,000 65,000 65,000
Options granted 03/01 15,000 15,000
Oil and gas properties 04/01 5,380,000 --
Professional services 04/01 400,000 40,000 40,000
Net loss (573,166) (573,166)
----------------------------------------------------------------------------------------
Balances September 30, 2001 27,878,699 1,596,232 15,000 (1,104,332) (994,640) (487,740)
Shares issued for:
Consulting services 12/01 3,500,000 245,000 245,000
Legal services 12/01 1,000,000 70,000 70,000
Consulting services 01/02 2,900,000 225,000 225,000
Legal services 01/02 200,000 28,000 28,000
Consulting services 02/02 6,000,000 420,000 420,000
Consulting services 03/02 1,200,000 108,000 108,000
Legal services 04/02 4,000,000 80,000 80,000
Reverse asset acquisition 05/02 (400,000) (20,000) (20,000)
Legal services 05/02 2,000,000 40,000 40,000
Professional services 06/02 800,000 12,000 12,000
Legal services 06/02 3,000,000 60,000 60,000
Director and officer
compensation 09/02 15,000,000 698,060 698,060
Net loss (1,570,505) (1,570,505)
----------------------------------------------------------------------------------------
Balances September 30, 2002 67,078,699 3,562,292 15,000 (2,674,837) (994,640) (92,185)
Rounding 11
Stock Issued 05/03 5,000,000 5,000 5,000
Net loss (4,895) (4,895)
----------------------------------------------------------------------------------------
Balances September 30, 2003 72,078,710 3,567,292 15,000 (2,679,732) (994,640) (92,080)
The accompanying notes are an integral part of the financial statements.
F-7
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Changes in Stockholders' Deficit
Shares issued for:
Cash 10,000,000 10,000 10,000
Related party payable 01/04 30,000,000 30,000 30,000
Accounts payable 02/04 500,000 16,440 16,440
Cash 03/04 15,000,000 15,000 15,000
Cash 07/04 2,500,000 2,500 2,500
Cash 08/04 2,500,000 2,500 2,500
Net loss (23,186) (23,186)
------------------------------------------------------------------------------------------
Balances September 30, 2004 132,578,710 $ 3,643,732 $ 15,000 $ (2,702,918) $ (994,640) $ (38,826)
==========================================================================================
The accompanying notes are an integral part of the financial statements.
F-8
Golden Chief Resources Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
Cumulative
During the
Development
For the Years Ended Stage
September 30 1986 through
Cash Flows from Operating Activities: 2004 2003 September 30, 2004
------------------------------------- ----------- ----------- ------------------
Net Loss $ (23,186) $ (4,895) $(2,702,917)
Adjustments to reconcile net loss to net cash provided
by operating activities:
Depletion -- 29,255
Amortization of prepaid expenses -- -- 126,250
Gain on sale of marketable securities -- -- (41,331)
Gain on disposal of assets -- -- (13,468)
Stock Issued for Services -- 1,583,221
Change in assets and liabilities:
Decrease(increase) in:
Accounts receivable -- (9,700)
Increase(Decrease) in:
Accounts Payable 7,185 (231) 285,179
Accrued expenses 6,000 705,571
Accounts payable - related party (19,774) (19,774)
----------- ----------- -----------
----------- ----------- -----------
Net Cash( Used in) Provided from Operating Activities (29,775) (5,126) (57,714)
Cash Flows from Investing Activities:
-------------------------------------
Purchase oil and gas properties -- (174,400)
Proceeds from sale of securities -- 96,027
Purchase of marketable securities -- -- (11,031)
----------- ----------- -----------
Net Cash Used In Investing Activities -- -- (89,404)
Cash Flows from Financing Activities:
-------------------------------------
Proceeds of stock sales 30,000 5,000 171,900
Proceeds of short term debt -- -- 10,000
Repayment from short term notes -- -- (10,000)
Repayment of net profits interest payable -- -- (24,557)
----------- ----------- -----------
Net Cash Provided From Financing Activities 30,000 5,000 147,343
Net Increase (Decrease) in Cash 225 -- 225
Cash -Beginning of year -- -- --
----------- ----------- -----------
Cash -End of year $ 225 $ -- $--
=========== =========== ===========
The accompanying notes are an integral part of the financial statments.
F-9
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
Cumulative
During the
Development
For the Years Ended Stage
September 30 October 1, 1987 through
2004 2003 September 30, 2004
---------- ---------- ------------------
Supplementary Disclosure:
Cash Paid for Interest $ -- $ -- $ --
Cash Paid for Taxes
Non-cash transactions:
Shares Issued for Services
Various expenses -- 3,771
Consulting -- --
Professional services -- 344,000
Marketable securities -- 43,665
Prepaid professional services -- 135,000
Prepaid public relations services -- 37,500
Stock issued to reduce payables 46,440 46,440
Non-Marketable securities -- 20,000
Value of options granted as compensation -- -- 15,000
Fixed assets acquired with:
Oil and gas properties -- 92,956
Net profits interest payable assumed in -- 99,000
purchase
The accompanying notes are an integral part of the financial statements.
F-10
Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Notes to Financial Statements
September 30, 2004 and 2003
Note 1 - Organization and summary of significant accounting policies: Following
is a summary of our organization and significant accounting policies:
Organization and nature of business - Golden Chief Resources, Inc. (identified in these footnotes as "we" or "the Company") is a Kansas corporation incorporated on November 16, 1976. We are a development stage enterprise currently based in Lewisville, Texas, and intend to operate primarily in the U.S. We use September 30 as a fiscal year for financial reporting purposes.
We were originally incorporated as Arts Antique Autos, Ltd., and changed our name to Golden Chief Resources, Inc. on August 5, 1981. During the early 1980s, we engaged in oil and gas operating, mining, real estate operations. During the mid-1980s, we lost our asset and revenue base due to economic conditions, and liquidated assets and ceased operations in 1986. During the year ended September 30, 1998, minimal new assets were contributed in exchange for stock. In October 1999, oil and gas interests were contributed in exchange for stock, resulting in a change of control. In July 2002, we transferred the oil and gas interests to a shareholder in exchange for debt assumption, and ceased operations.
Therefore, we re-entered the development stage on October 1, 1997. Since that time, our activities have been limited to formation, the raising of equity capital, and the development of a business plan. In the current development stage, we anticipate incurring operating losses as we implement our business plan.
Basis of presentation - The accounting and reporting policies of the Company conform to U.S. generally accepted accounting principles applicable to development stage enterprises.
Use of estimates - The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amount of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The accompanying notes are an integral part of the financial statements.
F-11
Cash and cash equivalents - For purposes of the statement of cash flows, we consider all cash in banks, money market funds, and certificates of deposit with a maturity of less than three months to be cash equivalents.
Fair value of financial instruments and derivative financial instruments - The carrying amounts of cash, receivables, and current liabilities approximate fair value because of the short maturity of these items. These fair value estimates are subjective in nature and involve uncertainties and matters of significant judgment, and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect these estimates. We not hold or issue financial instruments for trading purposes, nor do we utilize derivative instruments in the management of our foreign exchange, commodity price or interest rate market risks.
Long-lived assets - Long-lived assets consist primarily of property and equipment, excess of cost over net assets of acquired businesses, and other intangible assets. The recoverability of long-lived assets is evaluated at the operating unit level by an analysis of operating results and consideration of other significant events or changes in the business environment. If an operating unit has indications of impairment, such as current operating losses, the Company will evaluate whether impairment exists on the basis of undiscounted expected future cash flows from operations before interest for the remaining amortization period. If impairment exists, the carrying amount of the long- lived asset is reduced to its estimated fair value, less any costs associated with any final settlement. We had no long-lived assets at September 30, 2004 and 2003
Federal income taxes - Deferred income taxes are reported for timing differences between items of income or expense reported in the financial statements and those reported for income tax purposes in accordance with Statement of Financial Accounting Standards number 109 Accounting for Income Taxes, which requires the use of the asset/liability method of accounting for income taxes. Deferred income taxes and tax benefits are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases, and for tax loss and credit carryforwards. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The Company provides deferred taxes for the estimated future tax effects attributable to temporary differences and carryforwards when realization is more likely than not.
Net income per share of common stock - We have adopted FASB Statement Number 128, Earnings per Share, which requires presentation of basic and diluted EPS on the face of the income statement for all entities with complex capital structures and requires a reconciliation of the numerator and denominator of the basic EPS computation to the numerator and denominator of the diluted EPS computation. In the accompanying financial statements, basic earnings per share of common stock is
The accompanying notes are an integral part of the financial statements.
F-12
computed by dividing net income by the weighted average number of shares of common stock outstanding during the period. Because we experienced an operating loss during the period, the calculation of diluted earnings per share did not include the stock options described in Note 5 below, as the calculation would have been antidilutive.
Stock options - We account for stock option grants to employees and others using the intrinsic value method. Under the intrinsic value method, we recognize compensation costs equal to the difference between the quoted market price of the stock at the measurement date and the amount the employee must pay.
Issuance of stock for services - On occasion, we issue stock in exchange for services or in satisfaction of an obligation. Such transactions are accounted for on the basis of the fair value of the goods or services received or the fair value of the equity instruments issued, whichever is more reliably measured.
Note 2 - Future operations:
At September 30, 2004, we were not currently engaged in an operating business and had suffered losses from development stage activities to date. We expect to continue incurring development stage operating losses during the near term. In addition, at September 30, 2004, current liabilities exceeded current assets by approximately $39,000, and we had a stockholders' deficit of a similar amount. Further, we must rely on our officers and directors to perform essential functions without compensation until a business operation can be commenced. Although management is currently investigating business opportunities in the oil and gas industry and is seeking additional sources of equity or debt financing, there is no assurance these activities will be successful. Accordingly, we must rely on our officers to perform essential functions without compensation until a business operation can be commenced.
These factors raise substantial doubt about the ability of the Company to continue as a going concern. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
No amounts have been recorded in the accompanying financial statements for the value of officers' services, as it is not considered material.
Note 3 - Operating lease:
We occupy space in the offices of Humboldt Corp., a shareholder, under an oral, month-to-month, operating lease requiring payments of $1,000 per month. The lease began March 1, 2004. Rent expense was $6,000 during the year ended September 30, 2004 and -0- for the year ended September 30, 2003.
The accompanying notes are an integral part of the financial statements.
F-13
Note 4 - Stock transactions:
In December 2001, we effected a 1 for 10 reverse split of our common stock. The effect of the reverse split has been retroactively stated in the accompanying financial statements.
Shares issued during the years ended September 30, 2004 and 2003 were as follows:
Price
Number of Per Total
Period Issued To: Issued For: Shares Share Amount
-----------------------------------------------------------------------------------------------------------
Quarter Ended
December 31, 2004
Individual Cash 10,000,000 $0.001 10,000
Quarter Ended Our Executive Vice Reduce payable to
March 31, 2004 President him 30,000,000 $0.001 30,000
Quarter Ended
March 31, 2004 Former auditors Account payable 500,000 $0.033 16,440
Quarter ended
September 30, 2004 Individuals and Cash and payments
corporations made on our behalf 20,000,000 $0.01 20,000
Note 5 - Stock options:
In November 1999, we adopted a stock option plan under which stock options may
be granted to certain employees, officers, directors, and consultants. At
September 30, 2004 and 2003, we had reserved 250,000 of authorized but unissued
common stock for possible future issuance in connection with the potential
exercise of stock options. We have the following stock options outstanding:
September 30,
-----------------------------------
2004 2003
-----------------------------------
Outstanding, beginning of year 250,000 250,000
Additional options issued - -
Options exercised - -
Options expired - -
Options cancelled - -
-----------------------------------
Outstanding, end of year 250,000 250,000
===================================
With respect to options outstanding at September 30, 2004:
Expiration Date Exercise Price Shares
--------------- -------------- ------
December 31, 2004 $0.20 per share 50,000
December 31, 2005 $0.10 per share 200,000
------------------
Total $0. 12 per share weighted average 250,000
==================
In the year that the options were issued, compensation expense of $15,000 was recorded with an offsetting credit to Additional paid-in capital - stock options.
The accompanying notes are an integral part of the financial statements.
F-14
Note 6 - Federal income tax:
We follow Statement of Financial Accounting Standards Number 109 (SFAS 109), Accounting for Income Taxes. Deferred income taxes reflect the net effect of (a) temporary difference between carrying amounts of assets and liabilities for financial purposes and the amounts used for income tax reporting purposes, and
(b) net operating loss carryforwards. No net provision for Federal income tax has been made in the accompanying statement of operations because no recoverable taxes were paid previously. Similarly, no deferred tax asset attributable to the net operating loss carryforward has been recognized, as it is not deemed likely to be realized.
The provision for refundable Federal and state income tax consists of the following:
Years Ended September 30,
2004 2003
--------------------
Refundable Federal income tax attributable to:
Current operations $(7,800) $ (500)
Less, Change in valuation allowance 7,800 500
------- -------
Net refundable amount $ -- $ --
======= =======
Refundable state income tax attributable to:
Current operations $ 1,000 $ 100
Less, Change in valuation allowance (1,000) (100)
------- -------
------- -------
Net refundable amount $ -- $ --
======= =======
The cumulative tax effect at the expected rates of 34% (Federal) and 4.5% (State) of significant items comprising our net deferred tax amount as of September 30, 2004 and 2003 is as follows:
Years Ended September 30,
2004 2003
-----------------------
Deferred Federal tax asset attributable to:
Net operating loss carryover
(as previously reported) $ 668,900 $ 952,800
Adjustment due to corrections -- (291,700)
--------- ---------
As restated 668,900 661,100
Less, Valuation allowance (668,900) (661,100)
--------- ---------
Net deferred Federal tax asset $ -- $ --
========= =========
Deferred state tax asset attributable to:
Net operating loss carryover $ 88,500 $ 122,400
Adjustment due to corrections -- (34,900)
--------- ---------
As restated 88,500 87,500
Less, Valuation allowance (88,500) (87,500)
--------- ---------
Net deferred state tax asset $ -- $ --
========= =========
The accompanying notes are an integral part of the financial statements.
F-15
During the current year, we determined that certain items used in the calculation of the deferred tax asset at September 30, 2003 were not appropriately includible. The items related to an adjustment of the net operating loss carryover, accrued salaries, and stock option compensation expense. The net adjustment was $291,700 to the Federal deferred tax asset and $34,900 to the state deferred tax asset. There was no overall effect, as the deferred tax asset was fully offset by a 100% valuation allowance.
At September 30, 2004, we had an unused net operating loss carryover approximating $1,967,000 that is available to offset future taxable income; it expires from years 2018 to 2024.
Note 7 - Subsequent events:
Subsequent to September 30, 2004, we began evaluating certain oil and gas properties for potential purchase. As of July 31, 2005, no transactions had been consummated.
Note 8 - New accounting pronouncements: The following recent accounting
pronouncements:
o FASB Statements
o Number 145, Rescission of FASB Statements No. 4, 44, and 64, Amendment of FASB Statement No. 13, and Technical Corrections
o Number 146, Accounting for Costs Associated with Exit or Disposal Activities,
o Number 147, Acquisitions of Certain Financial Institutions - an amendment of FASB Statements No. 72 and 144 and FASB Interpretation No. 9,
o Number 148, Accounting for Stock-Based Compensation - Transition and Disclosure - an amendment of FASB Statement No. 123,
o Number 149, Amendment of Statement 133 on Derivative Investments and Hedging Activities,
o Number 150, Financial Instruments with Characteristics of Both Liabilities and Equity,
o Number 151, Inventory Costs - an amendment of ARB 43, Chapter 4
o Number 152, Accounting for Real Estate Time-Sharing Transactions - an amendment of FASB Statements No. 66 and 67
o Number 153, Exchanges of Nonmonetary Assets - an amendment of APB Opinion No. 29
o and FASB Interpretations
o Number 45, Guarantor's Accounting and Disclosure Requirements for Guarantees, Including Indirect Guarantees of Indebtedness of Others - and Interpretation of FASB Statements No. 5, 57, and 107 and rescission of FASB Interpretation No. 34
o Number 46, Consolidation of Variable Interest Entities - an Interpretation of ARB No. 51
are not currently expected to have a material effect on our financial Statements.
The accompanying notes are an integral part of the financial statements.
F-16
EXHIBIT 31.1
CERTIFICATION OF JAMES W. LANDRUM, CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER, PURSUANT TO RULE 13a-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934
I, James W. Landrum, certify that:
1. I have reviewed this Annual Report on Form 10-K of Golden Chief Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
5. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
6. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
7. Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
8. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
9. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
10. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting
August 11, 2005 /s/ JAMES W. LANDRUM
-------------------------------
James W. Landrum
Chairman of the Board and Chief
Executive Officer,
Golden Chief Resources, Inc.
EXHIBIT 31.2
CERTIFICATION OF MICHAEL H. MCILVAIN, EXECUTIVE VICE PRESIDENT AND
CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER
THE SECURITIES EXCHANGE ACT OF 1934
I, Michael H. McIlvain, certify that:
1. I have reviewed this Annual Report on Form 10-K of Golden Chief Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
5. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
6. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
7. Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
8. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
9. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
10. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
August 11, 2005 /s/ MICHAEL H. MCILVAIN
---------------------------
Michael H. McIlvain
Senior Vice President and Chief
Financial Officer,
Golden Chief Resources, Inc
EXHIBIT 32.1
CERTIFICATIONS OF JAMES W. LANDRUM, CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER, AND MICHAEL H. MCILVAIN, SENIOR VICE PRESIDENT
AND CHIEF FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned officers of Golden Chief Resources, Inc. hereby certify that (a) Golden Chief's Annual Report on Form 10-K for the fiscal year ended September 30, 2004, as filed with the Securities and Exchange Commission (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Golden Chief.
Date: August 11, 2005 /s/ JAMES W. LANDRUM
------------------
James W. Landrum
Chairman of the Board and Chief
Executive Officer,
Golden Chief Resources, Inc.
Date: August 11, 2005 /s/ MICHAEL H. MCILVAIN
---------------------
Michael H. McIlvain
Senior Vice President and Chief
Financial Officer,
Golden Chief Resources, Inc
A signed original of this written statement has been provided to Golden Chief Resources, Inc. and will be retained by Golden Chief Resources, Inc. and furnished to the Securities and Exchange Commission or its staff upon request. |
