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U.S. 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, 1998
[ ] 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)
106 S. Parkdale, Wichita, KS 67209
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (316) 722-3442
Check whether the issuer (1) filed all reports required to be filed by
Sections 13 or 15(d) of the Securities 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 [ ] No [X]
APPLICABLE ONLY TO CORPORATE ISSUERS
Indicate the number of shares outstanding of each of the issuer's classes
of common stock, as of the latest practicable date.
There were 62,690,890 shares of common stock, No Par Value,
outstanding as of June 30, 1999.
Transitional Small Business Disclosure Format (check one); Yes [ ] No [X]
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements
REPORT ON REVIEW BY INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
Golden Chief Resources, Inc.
Wichita, Kansas
We have reviewed the accompanying balance sheet of Golden Chief Resources,
Inc. (a development stage enterprise) (the "Company") as of December 31, 1998,
and the related statements of operations, stockholders equity, and cash flows
for the three months ended December 31, 1998 and 1997. These financial
statements are the responsibility of the Company's management.
We conducted our review in accordance with standards established by the
American Institute of Certified Public Accountants. A review of interim
financial information consists principally of applying analytical review
procedures to financial data and making inquiries of persons responsible for
financial and accounting matters. It is substantially less in scope than an
audit conducted in accordance with generally accepted auditing standards, the
objective of which is the expression of an opinion regarding the financial
statements taken as a whole. Accordingly, we do not express such an opinion.
Based on our review, we are not aware of any material modifications that
should be made to the accompanying financial statements for them to be in
conformity with generally accepted accounting principles.
We have previously audited, in accordance with generally accepted auditing
standards, the balance sheet as of September 30, 1998, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated May 27, 1999, we
expressed an opinion on those financial statements which was qualified based
on the Company's ability to continue as a going concern. In our opinion, the
information set forth in the accompanying balance sheet as of September 30,
1998 is fairly stated in all material respects in relation to the balance
sheet from which it has been derived.
The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 1 of the
selected information for financial statements, the Company discontinued
previous operations in 1986 and is in the process of re-emerging from
dormancy. At the date of these financial statements, the Company had limited
assets and is reliant on the infusion of capital or the completion of a
merger. These facts raise substantial doubt about the Company's ability to
continue as a going concern. Management's plans in regard to these matters
are also discussed in Note 1. The financial statements do not include any
adjustments that might result from the outcome of this uncertainty.
/s/ Robert Early & Company
ROBERT EARLY & COMPANY, P.C.
Abilene, Texas
July 1, 1999
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Balance Sheets
December 31, September 30,
1998 1998
------------ ------------
(Unaudited)
ASSETS
Current Assets:
Marketable securities $ 7,200 $ -
------------ ------------
TOTAL ASSETS $ 7,200 $ -
============ ============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Total Liabilities $ - $ -
Stockholders' Equity:
Common stock, no par value
(500,000,000 shares authorized,
61,066,290 and 48,158,050 outstanding) 1,005,929 996,234
Accumulated deficit (994,640) (994,640)
Deficit accumulated during the
development stage (4,089) (1,594)
------------ ------------
Total Stockholders' Equity 7,200 -
------------ ------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 7,200 $ -
============ ============
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Operations
For Three Months and Cumulative Period
Ended December 31, 1998 and 1997
(Unaudited)
Cumulative
During the
Development
Stage 1998 1997
----------- ---------- -----------
Revenues $ - $ - $ -
Operating Expenses:
Directors and officers
compensation 1,300 300 -
Professional fees 1,800 1,800 -
Transfer fees 613 374 -
Filing fees and other 376 21 -
----------- ---------- -----------
Total Operating Expenses 4,089 2,495 -
----------- ---------- -----------
Income from Operations (4,089) (2,495) -
Income taxes - - -
----------- ---------- -----------
Net Income $ (4,089) $ (2,495) $ -
=========== ========== ===========
Earnings per Share $ (0.00) $ (0.00) $ =
=========== ========== ===========
Weighted Average Shares Outstanding 49,244,640 51,728.757 32,217,050
=========== ========== ===========
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
For the Three Months and Cumulative
Period Ended December 31, 1998
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
During the
Common Stock Accumulated Development
Date Shares Amount Deficit Stage
------ ---------- ----------- ---------- -----------
Balances, 09/30/97 32,217,050 $ 994,640 $ (994,640) $ -
Shares authorized for
issuance for services
& expenses 09/98 15,941,000 1,594 - -
Net income/(loss) - - - (1,594)
---------- ----------- ---------- ---------
Balances, 09/30/98 48,158,050 996,234 (994,640) (1,594)
Shares issued for:
Expenses 10/98 3,569,600 357 - -
Accounting fees 11/98 1,819,320 1,819 - -
Consulting services 11/98 300,000 300 - -
Investment in
securities 12/98 7,219,320 7,219 - -
Net income/(loss) - - - (2,495)
---------- ----------- ---------- ---------
Balances, 12/31/98 61,066,290 $ 1,005,929 $ (994,640) $ (4,089)
========== =========== ========== =========
</TABLE>
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
Increases/(Decreases) in Cash
For the Three Months and Cumulative Period
Ended December 31, 1998 and 1997
(Unaudited)
Cumulative
During the
Development
Stage 1998 1997
----------- -------- ----------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (4,089) $ (2,495) $ -
Adjustments to reconcile net
income/(loss) to net cash provided
by operations:
Services and expenses purchased
with stock 4,089 2,495 -
----------- -------- ----------
NET CASH PROVIDED BY OPERATING
ACTIVITIES - - -
----------- -------- ----------
CASH FLOWS FROM INVESTING ACTIVITIES:
None
CASH FLOWS FROM FINANCING ACTIVITIES:
None
Increase/(decrease) in cash for period - - -
Cash, Beginning of period - - -
----------- -------- ----------
Cash, End of period $ - $ - $ -
=========== ======== ==========
Supplemental Disclosures:
Cash payments for:
Interest $ - $ - $ -
Income taxes - - -
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Selected Information for Financial Statements
Three Months Ended December 31, 1998 and 1997
NOTE 1: BASIS OF PRESENTATION
The accompanying unaudited financial statements have been prepared in
accordance with generally accepted accounting principles for interim
financial information and with the instructions of Regulation S-B.
They do not include all information and footnotes required by generally
accepted accounting principles for complete financial statements.
However, except as disclosed herein, there has been no material change
in the information included in the Company's Annual Report on Form 10-
KSB for the year ended September 30, 1998. In the opinion of
Management, all adjustments (consisting of normal recurring accruals)
considered necessary for a fair presentation have been included. The
report of Robert Early & Company, P.C. commenting on their review
accompanies the condensed financial statements included in Item 1 of
Part 1. Operating results for the three month period ended December
31, 1998, are not necessarily indicative of the results that may be
expected for the year ending September 30, 1999.
Development Stage Enterprise -- The Company returned to the development stage
in August 1998 when its President began the process of reinitializing the
Company from its dormant state. This process includes identifying,
evaluating, structuring, and completing a merger with or acquisition of a
privately owned entity.
Going Concern Issues The Company has not had operations since 1986 and had
no assets at the financial statement date. Subsequent activities since the
financial statement date have not included revenue generating operations or
acquisition of operating assets. While the Company could continue in this
non-operating mode for an extended period of time, Management anticipates that
the Company will be acquired in a reverse merger by an entity seeking to go
public. In the alternative, a third party or group may be interested in
providing capital for a new business. Management has received inquiries and
seen interest in one or both of these possibilities. Should neither of these
occur, the Company is not in significant danger of dissolution as long as the
officers and directors are willing to pay the nominal costs of keeping it in
good standing. However, without a merger partner or some significant capital
infusion, the Company is not currently in a position to be considered an
operating unit.
NOTE 2: STOCK TRANSACTIONS
As indicated in the Statement of Stockholders' Equity, the Company has issued
shares in payment of various expenses and for the acquisition of a stock
investment. The consulting fees were paid to an entity for services to be
rendered in locating possible merger candidates and assistance in negotiating
a merger agreement. The investment, as presented below, was the acquisition
of 30,000 shares of Kit Karson Corporation.
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NOTE 3: INVESTMENTS
In December 1998, the Company acquired 30,000 shares of Kit Karson
Corporation. Kit Karson is a bulletin board stock that has traded in the $.20
to $.56 price range in recent months. The Company plans to hold or sell the
stock as needed in order to pay costs of restarting the Company. The stock
was acquired based on issuance of the Company's common stock at $.001 per
share for Kit Karson stock based on the closing price at December 31, 1998.
NOTE 4: SUBSEQUENT EVENTS AND CURRENT ACTIVITIES
The Company has received inquires from several privately held companies
regarding a possible merger or acquisition. Management has held meetings and
discussions with some of these companies, but no proposals or deals have been
consummated as of the date of this report. Management plans to continue to
pursue these opportunities vigorously and has an agreement with a consultant
who is to assist in identifying merger candidates and contract negotiations.
Subsequent to December 31, 1998, the Company has issued 150,000 shares of
common stock in payment of transfer agent fees, 894,600 shares were exchanged
for the stock of another publicly traded entity, and 530,000 shares were
issued for cash.
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Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General:
The quarter ended December 31, 1998 was the first quarter of activity
following the initiation of a new funding program that began in September 1998
to revive the Company back into a viable operating entity. The downturn in
real estate and oil and gas economies during the mid-1980's caused the Company
to sell, close or abandon all of its oil and gas leases. The mortgagor on the
Company's commercial real estate foreclosed on the property to satisfy the
outstanding mortgage. This series of transactions resulted in substantial
losses of income and operating assets. Management decided to discontinue any
further business operations and completed the liquidation of the few remaining
assets during 1986. The Company remained inactive and did not operate since
that time.
The Company initiated a funding campaign to cause the Company to become
current in its state filings and engaged compliance and accounting personnel
to bring the Company back into a full reporting status with the SEC as well as
with other regulatory agencies. The first issuance of stock was on September
1, 1998 for expenses incurred in bringing the Company current with the state
filings in Kansas. On August 25, 1998 the Company was in good standing and
authorized to engage in business as a Kansas corporation.
Liquidity and Capital Resources:
Prior to September, 1998 several proposals were received to bring the Company
back into a viable operating status. These attempts included contacting
several companies or being contacted, all of which did not materialize for
various reasons.
During September, 1998, the management of the Company began the process of
bringing the Company back into compliance. The fiscal year end is September
30; therefore, the first quarter was primarily getting corporate documents and
bookkeeping records together for the audit of 1998 and 1997.
The assets as of December 31 were $7,200 consisting primarily of 30,000 shares
of Kit Karson Corporation, another publicly held entity. The Company acquired
these shares through the issuance of 7,219,320 restricted shares of its common
stock. The Company did not have any assets or liabilities on September 30,
1998 or on December 31, 1997.
Management is actively searching for possible merger or acquisition partners.
This process will include identifying, evaluating, structuring and completing
a merger with or acquisition of a privately owned entity. Meetings have been
held with some interested parties, but no deals have been consummated during
this quarter. Management plans to continue to actively pursue these
opportunities. While seeking a merger or acquisition candidate, the Company
may continue in its non-operating mode for an extended period of time.
However, the Company is not in significant danger of dissolution since
Management is willing to pay the nominal costs of keeping it in good standing.
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There can be no assurance that the Company will find a merger or acquisition
partner, and should the Company become successful in locating a merger or
acquisition candidate, no assurance can be made that the result of the merger
etc. will be beneficial for the Company and its shareholders.
Revenues and Expenses:
No comparative analysis of revenues and expenses can be made between the
previous quarter and the same period a year ago as there has been no activity
until September 30, 1998 when management began bringing the Company back into
compliance.
There were no revenues reported during the current quarter. The expenses
incurred during the quarter were very nominal, being less than $2,500. These
expenses were primarily paid through the issuance of stock. During the quarter
ended December 31, 1998, the Company issued 5,388,920 for expenses and
accounting fees. Cumulative expenses incurred during the development stage of
the Company were $4,089.
The Company reported a loss of $2,495 for the three months ended December 31,
1998.
Management plans to do additional financing for the Company's operations
through private placements of the Company's common stock in order to carry the
Company forward during the process of locating a merger/acquisition partner.
The Company issued a total of 12,908,240 shares during the quarter increasing
the shares outstanding from 48,158,050 on September 30, 1998 to 61,066,290 on
December 31, 1998.
No filings were made during the quarter on Form 8-K.
Disclosure Regarding Forward-Looking Statements:
Where this Form 10-QSB includes "forward-looking" statements within the
meaning of Section 27A of the Securities Act, the Company desires to take
advantage of the "safe harbor" provisions thereof. Therefore, the Company is
including this statement for the express purpose of availing itself of the
protections of such safe harbor provisions with respect to all of such
forward-looking statements. The forward-looking statements in this Form 10-QSB
reflect the Company's current views with respect to future events and
financial performance. These forward-looking statements are subject to certain
risks and uncertainties that could cause actual results to differ from those
anticipated. In this Form 10-QSB, the words "anticipates," "believes,
"expects," "intends," "future" and similar expressions identify
forward-looking statements. The Company undertakes no obligation to publicly
revise these forward-looking statements to reflect events or circumstances
that may arise after the date hereof. All subsequent written and oral
forward-looking statements attributable to the Company or persons acting on
its behalf are expressly qualified in their entirety by this section.
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Year 2000:
The Company does not currently own or have any computers in its business or
its operations. In the event companies with which the Company does business
suffer significant problems within their systems, the Company could incur an
adverse impact. However, the Company has no way of anticipating or
controlling such failure on the part of its customers.
Recent Accounting Pronouncements:
In June 1997, the Financial Accounting Standards Board (FASB) issued SFAS No.
130, "Reporting Comprehensive Income" which establishes standards for
reporting and display of comprehensive income, its components and accumulated
balances. Among other disclosures, SFAS 130 requires that all items that are
required to be recognized under current accounting standards as components of
comprehensive income be reported in a financial statement that is displayed
with the same prominence as other financial statements.
Also, in June 1997, FASB issued SFAS No. 131, "Disclosures about Segments of
an Enterprise and Related Information." SFAS 131 establishes standards for the
way that public companies report information about operating segments in
annual financial statements and requires reporting of selected information
about operating segments in interim financial statements issued to the public.
It also establishes standards for disclosure regarding products and services,
geographic areas and major customers.
Both SFAS 130 and 131 are effective for financial statements for periods
beginning after December 15, 1997 and require comparative information for
earlier years to be restated. Adoption of these standards will have no effect
on the Company's financial statements.
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<TABLE> <S> <C>
<ARTICLE> 5
<LEGEND>
The following schedule contains summary financial information which has
been extracted from the consolidated financial statements of GOLDEN CHIEF
RESOURCES INC. for the interim financial statements filed on Form 10-QSB
for the periods indicated. These summary schedules are qualified in their
entirety by reference to such financial statements and the notes thereto.
</LEGEND>
<CIK> 0000752391
<NAME> Golden Chief Resources, Inc.
<S> <C> <C>
<PERIOD-TYPE> 3-MOS 3-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1998
<PERIOD-END> DEC-31-1998 DEC-31-1997
<CASH> 0 0
<SECURITIES> 7200 0
<RECEIVABLES> 0 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 7200 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 7200 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 1005929 994640
<OTHER-SE> (998729) (994640)
<TOTAL-LIABILITY-AND-EQUITY> 7200 0
<SALES> 0 0
<TOTAL-REVENUES> 0 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 2495 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (4089) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (4089) 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (4089) 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
