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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, 2000
[ ] 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)
406 Griffith, Terrell, Texas 75160
(Address of principal executive offices) (Zip Code)
Issuer's telephone number, including area code: (972) 524-8215
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 [X] No [ ]
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 164,141,890 shares of common stock, No Par Value,
outstanding as of June 30, 2000.
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.
Terrell, Texas
We have reviewed the accompanying balance sheet of Golden Chief Resources,
Inc. (a development stage enterprise) (the ?Company?) as of June 30, 2000,
and the related statements of operations, stockholders' equity, and cash
flows for the three and nine months ended June 30, 2000 and 1999. 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, 1999, and the related
statements of operations, stockholders' equity and cash flows for the year
then ended (not presented herein); and in our report dated February 10,
2000, 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, 1999 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 reemerging from
dormancy. At the date of these financial statements, the Company had
acquired assets and is in the process of raising capital. However, revenues
have not been generated. 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
August 14, 2000
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Balance Sheets
June 30, September 30,
2000 1999
--------- ----------
(Unaudited)
ASSETS
Current Assets:
Cash $ (347) $ 84,767
Marketable securities - 6,090
--------- ----------
Total Current Assets (347) 90,857
--------- ----------
Property and Equipment
Oil and gas properties 57,983 -
Less accumulated depletion (4,063) -
--------- ----------
53,920 -
--------- ----------
TOTAL ASSETS $ 53,573 $ 90,857
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Current Liabilities
Accounts payable $ 89,381 $ -
Accrued expense due to related parties 153,608 90,757
--------- ----------
Total Current Liabilities 242,989 90,757
--------- ----------
Stockholders' Equity:
Common stock, no par value (500,000,000 shares
authorized, 164,141,890 and 65,015,890
outstanding) 1,233,276 1,070,676
Stock subscriptions receivable (25,000) -
Accumulated deficit (994,640) (994,640)
Deficit accumulated during the development
stage (403,052) (75,936)
--------- ----------
Total Stockholders' Equity (189,416) 100
--------- ----------
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 53,573 $ 90,857
========= ==========
See accompanying selected information and accountants' report.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Operations
For Three and Nine Months Ended June 30, 2000 and 1999
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Cumulative
During the
Development Three Months Six Months
Stage 2000 1999 2000 1999
----------- --------- ---------- --------- ---------
Revenues
Oil and gas $ 16,109 $ 7,971 $ - $ 16,109 $ -
Other 2,035 1,000 38 1,097 899
----------- --------- ---------- --------- ---------
Total Revenues 18,144 8,971 38 17,206 899
Costs of Revenues 38,000 18,320 - 38,000 -
----------- --------- ---------- --------- ---------
Gross Profit (19,856) (9,349) 38 (20,794) 899
----------- --------- ---------- --------- ---------
Operating Expenses:
Director and officer
compensation 264,315 60,000 - 172,258 300
Consulting fees 41,000 - - 32,000 -
Professional fees 26,243 1,400 7,191 10,037 9,648
Public relations 50,000 50,000 - 50,000 -
Travel 17,198 5,488 - 17,198 -
Other 26,403 13,049 1,281 24,868 1,337
----------- --------- ---------- --------- ---------
Total Operating Expenses 425,159 129,937 8,472 306,361 11,285
----------- --------- ---------- --------- ---------
(Loss) from Operations (445,015) (139,286) (8,434) (327,155) (10,386)
Other Income/(Expense)
Gain/(loss) on sale of
investments 41,332 - - (5,015) 867
Unrealized gain on
investments - - 1,838 4,941 2,691
Interest income 631 - - 113 -
----------- --------- ---------- --------- ---------
(Loss) before income taxes (403,052) (139,286) (6,596) (327,116) (6,828)
Income taxes - - - - -
----------- --------- ---------- --------- ---------
Net (Loss) $ (403,052) $(139,286) $ (6,596) $(327,116) $ (6,828)
=========== ========= ========== ========= =========
(Loss) per Share $ (0.00) $ (0.00) $ (0.00) $ (0.00) $ (0.00)
=========== ========= ========== ========= =========
Weighted Average Shares
Outstanding 99,801,270 163,662,659 62,582,648 158,884,135 58,601,499
=========== =========== ========== =========== ==========
</TABLE>
See accompanying selected information and accountants' report.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Stockholders' Equity
(Unaudited)
<TABLE>
<S> <C> <C> <C> <C> <C>
Deficit
Accumulated
During the
Common Stock Accumulated Development
Date Shares Amount Deficit Stage
----- ----------- ---------- ---------- -----------
Balances, September 30, 1997 32,217,050 $ 994,640 $ (994,640) $ -
Shares authorized for
issuance for services and
expenses 09/98 15,941,000 1,594 - -
Net (loss) for year - - - (1,594)
----------- ---------- ---------- -----------
Balances, September 30, 1998 48,158,050 996,234 (994,640) (1,594)
Shares issued for:
Expenses 10/98 5,688,920 2,477 - -
Marketable securities 12/98 7,219,320 7,219 - -
Cash 01/99 330,000 3,300 - -
Marketable securities 02/99 894,600 8,946 - -
Consulting 03/99 500,000 10,000 - -
Cash 04/99 200,000 2,000 - -
Expenses 04/99 200,000 4,000 - -
Cash 07/99 450,000 9,000 - -
Marketable securities 07/99 1,375,000 27,500 - -
Net (loss) for year - - - (74,342)
----------- ---------- ---------- -----------
Balances, September 30, 1999 65,015,890 1,070,676 (994,640) (75,936)
Shares issued for:
Oil and gas properties 10/99 97,500,000 - - -
Cash 10/99 250,000 25,000 - -
Cash 11/99 50,000 5,000 - -
Cash and subscription 12/99 100,000 10,000 - -
Cash 01/00 51,000 5,100 - -
Cash 02/00 260,000 26,000 - -
Cash 03/00 145,000 14,500 - -
Cash 06/00 270,000 27,000 - -
Public relations services 06/00 500,000 50,000 - -
Net (loss) for period - - - (327,116)
----------- ---------- ---------- -----------
Balances, June 30, 2000 164,141,890 $1,233,276 $ (994,640) $ (403,052)
=========== ========== ========== ===========
</TABLE>
See accompanying selected information and accountants' report.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Statements of Cash Flows
Increases/(Decreases) in Cash
For Nine Months Ended June 30, 2000 and 1999
(Unaudited)
Cumulative
During the
Development
Stage 2000 1999
--------- --------- -------
CASH FLOWS FROM OPERATING ACTIVITIES:
Net (loss) $(403,052) $(327,116) $(6,828)
Adjustments to reconcile net income/(loss)
to net cash flows from operations:
Depletion 4,063 4,063 -
Loss/(gain) on sale of securities (41,332) 5,015 (867)
Unrealized loss/(gain) on securities - (4,941) (2,691)
Services and expenses purchased with stock 68,071 50,000 6,477
Accounts and accrued payables 242,988 152,231 -
--------- --------- -------
NET CASH PROVIDED/(USED) BY OPERATING
ACTIVITIES (129,262) (120,748) (3,909)
--------- --------- -------
CASH FLOWS FROM INVESTING ACTIVITIES:
Costs of developing oil and gas properties (57,982) (57,982) -
Proceeds from sale of securities 96,028 6,016 8,086
Purchase of marketable securities (11,031) - (5,482)
--------- --------- -------
NET CASH PROVIDED/(USED) BY INVESTING
ACTIVITIES 27,015 (51,966) 2,604
--------- --------- -------
CASH FLOWS FROM FINANCING ACTIVITIES:
Proceeds stock sales 101,900 87,600 4,300
Proceeds from short term notes 10,000 10,000 -
Repayment of short term notes (10,000) (10,000) -
--------- --------- -------
NET CASH PROVIDED BY FINANCING ACTIVITIES 101,900 87,600 4,300
--------- --------- -------
Increase/(decrease) in cash for period (347) (85,114) 2,995
Cash, Beginning of period - 84,767 -
--------- --------- -------
Cash, End of period $ (347) $ (347) $ 2,995
========= ========= =======
Supplemental Disclosures:
Cash payments for:
Interest $ - $ - $ -
Income taxes - - -
Stock issued for:
Various expenses 3,771 - 6,496
Consulting 10,300 - -
Professional services 4,000 - -
Marketable securities 43,665 - 16,165
Public relations 50,000 50,000 -
See accompanying selected information and accountants' report.
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Golden Chief Resources, Inc.
(A Development Stage Enterprise)
Selected Information for Financial Statements
For Nine Months Ended June 30, 2000 and 1999
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, 1999. 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, 2000, are not necessarily indicative of the results that may
be expected for the year ending September 30, 2000.
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 has included identifying,
evaluating, structuring, and completing an agreement with a group with a
business plan, as discussed below. The Company will exit the development
stage once it has generated operations and revenues of significance.
Going Concern Issues -- The Company has had no operations since 1986 until
November 1999 and had not generated any revenues from its operations started
then. In January 2000, activities begun in November 1999 began generating
revenues. However, such revenues have not been significant enough to
overcome expenses. Additional development of the properties acquired by
the Company and Managements plan of operations require significant
additional capital generation. Although efforts to raise capital have met
with some success during the first nine months, there is no guarantee that
sufficient capital will be available. Management is continuing its efforts
to raise capital to be able to exploit the potential indicated by its oil
and gas properties and to follow its plan of additional oil and gas
acquisitions. The Company is not in significant danger of dissolution as
long as Management controls the costs being incurred. However, without the
infusion of additional capital, the Company is not currently in a position
to initialize significant portions of its plan of operations.
Oil and Gas Properties -- The Company records its oil and gas producing
activities under the full cost method of accounting, and accordingly,
capitalizes all costs incurred in the acquisition, exploration, and
development of proved oil and gas properties, including the costs of
abandoned properties, dry holes, geophysical costs, and annual lease
rentals. In general, sales or other dispositions of oil and gas properties
are accounted for as adjustments to capitalized costs, with no gain or loss
recorded until the proceeds from dispositions exceed the Company's basis in
the full cost pool.
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Depletion and amortization are computed on a composite units-of-production
method based on estimated proved reserves. All leasehold, equipment, and
intangible costs associated with oil and gas properties are currently
included in the base for computation and amortization unless the property
has not been evaluated and no estimated reserves have been included for the
property in the Company's total reserves. All of the Company's reserves are
located within the United States.
NOTE 2: CHANGE IN CONTROL
On October 12, 1999, the Company issued 97,500,000 shares of restricted
common stock to Red River Properties, Inc. (RRPI) in exchange for the
assignment of a 10% working interest in the JFS Field in Dimmit County,
Texas. This field has not produced oil or gas during the last three years.
RRPI had contracted with a third party to reenter wells on the property with
the purpose of reestablishing production. The Company will pay its share of
such costs of reentering and reworking the wells as well as any ongoing
operating expenses. As a result of this stock issuance, RRPI and its
owners, have taken control of the Company due to their 60% ownership
interest after the issuance of common stock to RRPI. In addition to the
97,500,000 shares issued to RRPI for this acquisition, affiliates of RRPI
have been granted options to acquire 14,800,000 shares of the Company with
an exercise price of $0.10 per share which expire at various dates through
2010 and options for 10,500,000 with an exercise price of $0.20 per share
which expire partially in 2004 and partially in 2010.
The shares issued to RRPI have been recorded as outstanding on the books of
the Company without any issuance consideration being recorded.
Correspondingly, the oil and gas properties acquired with these shares are
being carried on the books with a zero basis. Accounting rules limit the
amount that can be recorded on the books of the transferee entity to the
basis of the asset in the hands of the transferor in related party
transactions. RRPI had no basis in the properties transferred to the
Company and is a related party due to RRPI's significant ownership after the
transaction.
As part of the change in control, the Company's former management was
allowed to pay out the Company's accumulated assets at October 12, 1999 as
compensation for efforts put forth to restart the Company. This
compensation was accrued at September 30, 1999 with minimal impact on the
operations being reported for the Company during the current fiscal year.
NOTE 3: STOCK TRANSACTIONS
During the first nine months, the Company issued the shares described above
and issued an additional 883,000 restricted shares pursuant to Management's
fund-raising efforts. Shares are being offered at $.10 per share.
As indicated in the Statement of Stockholders' Equity, during the year ended
September 30, 1999, the Company has issued shares in payment of various
expenses and for the acquisition of a stock investment. The consulting fees
were paid for services 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.
During June 2000, the Company issued 500,000 shares valued at $.10 per share
for public relations services primarily in the form of internet presence and
promotion.
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NOTE 4: INVESTMENTS
During the year ended September 30, 1999, the Company acquired shares of Kit
Karson Corporation from its president of the time in exchange for newly
issued restricted shares of the Company. Kit Karson is a bulletin board
stock that traded in the $.20 to $2.00 price range during the year. The
Company had planned to hold or sell the stock as needed in order to pay
costs of restarting the Company. These shares were transferred to the past
president as compensation at fair value on October 12, 1999, as part of the
agreement with new management.
NOTE 5: OIL AND GAS PROPERTIES
As discussed above, the Company acquired a 10% working interest in non-
producing properties in October 1999. During the period from November 1999
to March 2000, the Company incurred $51,782 for its share of costs of
reentering and reworking wells on these properties and getting production
equipment set up. During January 2000, these properties were placed into
production and the Company began earning revenues.
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Item 2: Management's Discussion and Analysis of Financial Condition and
Results of Operations.
General:
The quarter ended June 30, 2000 was the third quarter of activity following
the change in control of the corporation on October 12, 1999. The Company
continued a limited private placement of the Company's common stock in order
to raise working capital. The Company continued the operation of the JFS
property in Dimmit County, Texas. After significant efforts the operator
was able to place the property back on production in January 2000. The
property continues to produce, and further enhancement of the production is
expected to begin when funds become available. The Company is actively
engaged in reviewing acquisitions of producing properties in the oil and gas
sector, and as soon as funds are available the Company expects to close
certain transactions. The Company was able to effect the resumption of
trading of the Company's common stock in the over the counter market. The
Company continues to explore possible transactions to further increase the
assets and operations of the Company.
In the same quarter of the previous year the Company continued to search for
a merger partner or close a business combination.
Liquidity and Capital Resources:
During the current quarter the Company continued a limited private placement
of the Company's common stock in order to raise working capital. Revenues
continued on the JFS property, and the Company expects to see modest
revenues until such point that further enhancement of the property can be
accomplished. The Company also intends to continue the private placement
mentioned previously and raise sufficient working capital. The Company also
is exploring the possibility of obtaining bank loans to further enhance
production and revenues from the JFS property. At this time there is no
assurance that this effort will succeed, but the Company is also pursuing
acquisitions of oil and gas properties and companies using the Company's
common stock.
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 June 30, 2000 were $53,573 consisting primarily of the JFS
property. The Company acquired this interest through the change of control
transaction on October 12, 1999. The Company did not have any assets or
liabilities on September 30, 1998 or on December 31, 1997.
Revenues and Expenses:
The Company reported revenues of $8,971 during the current quarter, nearly
all of which arose from the JFS property. The expenses incurred reflect the
increased activity of the period relative to the inactivity of the year
earlier quarter and the Company's efforts to resume trading of the common
stock. The Company expects both revenues and expenses to increase as the
Company becomes more active.
The Company reported a loss of $139,286 for the three months ended June 30,
2000 as compared to a net loss of $6,596 for the previous year's quarter.
These results reflect the increased activity of the Company. The Company
reported a loss of $327,116 for the nine months ending June 30, 2000 as
compared to a loss of $6,828 for the same period a year ago. These results
also are reflective of the increased level of activity.
The Company issued a total of 770,000 shares during the quarter increasing
the shares outstanding from 163,371,890 on March 31, 2000 to 164,141,890 on
June 30, 2000. Of these shares, 270,000 were issued in connection with the
limited private placement of Company shares and 500,000 shares were issued
for public relations services.
No filings were made during the quarter on Form 8K.
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.
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 14, 2000 /s/ JAMES W. LANDRUM
By: James W. Landrum, President
/s/ M. H. MCILVAIN
By: M. H. McIlvain, Executive Vice
President and Chief Financial Officer
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