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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 JUNE 30, 1999
[ ] 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 June 30, 1999, and
the related statements of operations, stockholders equity, and cash flows for
the three and nine months ended June 30, 1999 and 1998. 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 28, 1999
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Balance Sheets
June 30, September 30,
1999 1998
--------- -------------
(Unaudited)
ASSETS
Current Assets:
Cash $ 2,995 $ -
Accounts receivable-officer 1,000 -
Marketable securities 17,119 -
--------- -------------
TOTAL ASSETS $ 21,114 $ -
========= =============
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Total Liabilities $ - $ -
--------- -------------
Stockholders' Equity:
Common stock, no par value
(500,000,000 shares authorized,
62,690,890 and 48,158,050 outstanding) 1,024,176 996,234
Accumulated deficit (994,640) (994,640)
Deficit accumulated during the
development stage (8,422) (1,594)
--------- -------------
Total Stockholders' Equity 21,114 -
--------- -------------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 21,114 $ -
========= =============
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Operations
For Three and Nine Months and Cumulative
Period Ended June 30, 1999 and 1998
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Cumulative
During the
Development Three Months Nine Months
Stage 1999 1998 1999 1998
--------- --------- --------- --------- ---------
Revenues:
Miscellaneous income $ 899 $ 38 $ - $ 899 $ -
Operating Expenses:
Directors and officers
compensation 1,300 - - 300 -
Professional fees 5,263 3,463 - 5,263 -
Transfer fees 4,624 3,728 - 4,385 -
Filing fees and other 1,692 1,281 - 1,337 -
--------- --------- --------- --------- ---------
Total Operating Expenses 12,879 8,472 - 11,285 -
--------- --------- --------- --------- ---------
Income from Operations (11,980) (8,434) - (10,386) -
Other Income/(Expenses):
Gain on sale of stocks 867 - - 867 -
Unrealized gain on
securities held
for trading 2,691 1,838 - 2,691 -
--------- --------- --------- --------- ---------
Income before income
taxes (8,422) (6,596) - (6,828) -
Income taxes - - - - -
--------- --------- --------- --------- ---------
Net Income $ (8,422) $ (6,596) $ - $ (6,828) $ -
========= ========= ========= ========= =========
Earnings per Share $ (0.00) $ (0.00) $ - $ (0.00) $ -
========= ========= ========= ========= =========
Weighted Average Shares
Outstanding 56,920,824 62,582,648 32,217,050 58,601,499 32,217,050
========== ========== ========== ========== ==========
</TABLE>
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Stockholders' Equity
For the Nine Months and Cumulative
Period Ended June 30, 1999
(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
and expenses 09/98 15,941,000 1,594 - -
Net income/(loss) for year - - - (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 - -
Cash 01/99 180,000 1,800 - -
Investment in securities 02/99 894,600 8,946 - -
Cash 03/99 150,000 1,500 - -
Cash and receivable 04/99 200,000 2,000 - -
Expenses 05/99 200,000 4,000 - -
Net income/(loss)
for period - - - (6,828)
---------- ---------- ------------ ----------
Balances, 06/30/99 62,690,890 $1,024,175 $ (994,640) $ (8,422)
========== ========== ============ ==========
</TABLE>
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statement of Cash Flows
For the Nine Months and Cumulative Period
Ended June 30, 1999 and 1998
(Unaudited)
Cumulative
During the
Development
Stage 1999 1998
---------- ---------- ---------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $ (8,422) $ (6,828) $ -
Adjustments to reconcile net
income/(loss) to net cash provided
by operations:
Unrealized gain on securities (2,691) (2,691) -
Gain on sale of securities (867) (867) -
Services and expenses purchased
with stock 8,071 6,477 -
---------- ---------- ---------
NET CASH USED BY OPERATING ACTIVITIES (3,909) (3,909) -
---------- ---------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES:
Proceeds from sale of securities 8,086 8,086 -
Purchase of securities (5,482) (5,482) -
---------- ---------- ---------
NET CASH PROVIDED BY INVESTING
ACTIVITIES 2,604 2,604 -
---------- ---------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds from stock issuance 4,300 4,300 -
---------- ---------- ---------
Increase/(decrease) in cash for period 2,995 2,995 -
Cash, Beginning of period - - -
---------- ---------- ---------
Cash, End of period $ 2,995 $ 2,995 $ -
========== ========== =========
Supplemental Disclosures:
Cash payments for:
Interest $ - $ - $ -
Income taxes - - -
Stock issued for:
Services and expenses $ 8,090 $ 6,496 $ -
Investment in trading securities 16,165 16,165 -
See accompanying selected information.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Selected Information for Financial Statements
Nine Months Ended June 30, 1999 and 1998
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 nine month period ended June 30, 1999, 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
limited assets at the financial statement date. Subsequent activities since
the financial statement date have not included significant 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 investments
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in securities. 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. Other services obtained through stock issuance include
bookkeeping, transfer agent, and an web site creation. The investments, as
discussed in Note 3, was the acquisition of 30,000 and 21,300 shares of Kit
Karson Corporation. The Company issued 7,219,320 and 894,600 shares,
respectively for these investments.
In addition, the Company has issued 430,000 shares for cash proceeds of $4,300
and 100,000 shares for a receivable that has been collected subsequent to June
30, 1999.
NOTE 3: INVESTMENTS
In December 1998, the Company acquired 30,000 shares of Kit Karson Corporation
as described in Note 2. Kit Karson (currently known as Ness International,
Inc.) is a bulletin board stock that has traded in the $.20 to $.56 price
range in recent months. In February 1999, the Company sold the first 30,000
shares and issued shares to acquire another 21,300 shares of Kit Karson as
discussed in Note 2 and presented in the Statement of Stockholders' Equity.
Accounting rules require the adjustment of securities held for trading
purposes to their fair values at the balance sheet date and recognition of the
resulting unrealized gain or loss in the statement of operations. At June 30,
1999, the securities held exceeded their cost basis by $2,691.
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. No agreements have been formalized
at this time.
Subsequent to June 30, 1999, the Company has issued 200,000 shares for $4,000
and 1,375,000 shares in exchange for 20,000 shares of Ness International, Inc.
valued at $27,500.
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Item 2: Management's Discussion and Analysis of Financial Condition
and Results of Operations.
General:
The quarter ended June 30, 1999 was another quarter of accomplishments as
an auditing firm was engaged and the accounting was given to an auditor,
marking an important step in being able to file the necessary documents
with the Securities and Exchange Commission to regain its full reporting
status. The Company had been inactive since 1986 due to a downturn in real
estate and oil and gas economies during the mid-1980's which 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. During the first quarter the Company issued 12,908,240 for
assets, expenses and services and during the second quarter issued
1,224,600 shares.
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 and second quarters were primarily
getting corporate documents together and bookkeeping records for the audit
of 1998 and 1997.
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The assets on June 30, 1999 were $21,114 of which $2,995 was in cash and
$17,119 was in marketable securities (Kit Karson Corporation shares).
There was also a $1,000 receivable from an officer of the Company due for
the balance of acquiring 200,000 shares of the Company's restricted common
stock. The receivable was paid subsequent to the end of the quarter in
July 1999. The assets on March 31, 1999 were $21,709 being $8,293 in cash
and $13,416 in marketable securities. This increase in assets from $7,200
on December 31, 1998 is through the issuance of 1,224,600 restricted common
shares for additional shares in Kit Karson Corporation and cash. The
Company did not have any assets or liabilities on March 31, 1998 or June
30, 1998.
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.
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
current 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.
Currently the Company does not have any income producing assets; however,
the Company did receive $861 in oil revenues from an unclaimed account held
in suspense since the 1980's during the second quarter ended March 31,
1999. Miscellaneous income of $38 was received during the quarter ended
June 30, 1999 as interest income on a brokerage account held by the
Company.
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The current quarter (June 30, 1999) incurred the most expenses due to the
process of bringing the Company current with an audit of its financial
statements for the years 1998 and 1997 plus bringing current the shareholder
list with the transfer agent. Additional fees and other expenses totaled
$2,992 for the quarter for total operating expenses of $8,472 for the
three months.
The expenses incurred during the previous quarter were very nominal, being
less than $400. These expenses were primarily paid through the issuance of
stock.
An unrealized gain on securities held on June 30, 1999 was $1,838 which
reduces the net loss to $6,596 for the three months ended June 30, 1999.
The nine months ended June 30, 1999 reported a loss from operations of
$10,386 and a net loss after the adjustment of the unrealized gain on
securities of $6,828.
A capital gain of $886 and an unrealized gain on securities held of $853
was reported during the quarter ended March 31, 1999. These gains caused
the Company to report net income of $2,263 for the quarter ended March 31,
1999 and a nominal net loss of $232 for the six months also ended March 31,
1999
Management plans to do additional financing for the Company's operations
through private placements of the Company's common stock to carry the
Company forward during the process of locating a merger/acquisition
partner.
The Company issued 400,000 restricted common shares during the quarter
ended June 30, 1999. The number of shares outstanding at the beginning of
the fiscal year (October 1, 1998) was 48,158,050 and on December 31, 1998
was 61,066,290 shares, on March 31, 1999 was 62,290,890 shares and on June
30, 1999 was 62,690,890 shares outstanding.
Subsequent to the end of the quarter ended June 30, 1999, an officer of the
Company acquired 1,375,000 shares of the Company's restricted stock for
20,000 shares of Ness Energy International, Inc., a publicly traded
company, with a market value at the time of the transaction of $27,500.
No filings were made during the quarter on Form 8-K.
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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.
Year 2000:
The Company does not 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.
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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> 9-MOS 9-MOS
<FISCAL-YEAR-END> SEP-30-1999 SEP-30-1998
<PERIOD-END> JUN-30-1999 JUN-30-1998
<CASH> 2995 0
<SECURITIES> 17119 0
<RECEIVABLES> 1000 0
<ALLOWANCES> 0 0
<INVENTORY> 0 0
<CURRENT-ASSETS> 21114 0
<PP&E> 0 0
<DEPRECIATION> 0 0
<TOTAL-ASSETS> 21114 0
<CURRENT-LIABILITIES> 0 0
<BONDS> 0 0
0 0
0 0
<COMMON> 1024176 994640
<OTHER-SE> (1003062) (994640)
<TOTAL-LIABILITY-AND-EQUITY> 21114 0
<SALES> 0 0
<TOTAL-REVENUES> 899 0
<CGS> 0 0
<TOTAL-COSTS> 0 0
<OTHER-EXPENSES> 11285 0
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 0 0
<INCOME-PRETAX> (6828) 0
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (6828) 0
<DISCONTINUED> 0 0
<EXTRAORDINARY> 0 0
<CHANGES> 0 0
<NET-INCOME> (6828) 0
<EPS-BASIC> 0 0
<EPS-DILUTED> 0 0
</TABLE>
