American Resource Technologies, Inc. – ‘10KSB/A’ for 9/30/05

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Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment to Annual Report -- Small Business          20     95K 
 2: EX-31.1     Certification per Sarbanes-Oxley Act (Section 302)     2±     9K 
 3: EX-32.1     Certification per Sarbanes-Oxley Act (Section 906)     1      6K 

10KSB/A   —   Amendment to Annual Report — Small Business
Document Table of Contents

10KSB/A
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 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, 2005

 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, 2005, was $3,472,999. The number of shares          
outstanding of the registrant's common stock on September 30, 2005, was         
243,019,960 shares.                                                             

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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 and we operated briefly again in
1999 - 2002 after a change in control. Accordingly, we remained dormant with no 
activity from 1987 - 1999 and again from 2002 until December 2004.              

During its fiscal year ended September 30, 2005, we were not involved in any    
bankruptcy, receivership, or similar proceeding and underwent no material       
reclassification, merger, or consolidation. We do not anticipate involvement or 
participation in any of the above proceedings.                                  

(b) Business of Issuer                                                          

We are 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. We currently has two employees.                              

(c) Reports to Security Holders                                                 

We do not intend to deliver an annual report to our 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. We are an electronic filer under the SEC's EDGAR filing    
program. Accordingly, our 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, 2005, our assets consisted of only the Montgomery County    
Pipeline and the non-producing Lindley, Ownbey and Troyer leases.               

Previously, we 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.                                        

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.                                                                    

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Item 3. Legal Proceedings                                                       

As of April 28, 2006 there were no legal proceedings to which we were 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 we agreed to effect a reverse split of our common stock at a 1   
for 10 ratio. This action was effective as soon as practical and was effected in
the trading of our 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                                                          

Our 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 $0.01 per share to a
high of $0.07 per share in June of this 2005. Our shares are traded under the   
symbol GCHR.                                                                    

Our 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    

As of September 30, 2005, 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. The preceding numbers of shares    
have been adjusted for the 1 for ten reverse split effected December 17, 2001   

(b) Holders                                                                     

As of September 30, 2005, there were approximately 300 stockholders of record of
our common stock. Additional stockholders hold stock in street names; the number
of street name holders is not available to us.                                  

(c) Dividends                                                                   

We have not declared or paid dividends in the past, and does not anticipate     
doing so in the immediate future.                                               

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Item 6. Management's Discussion and Analysis or Plan of Operations              

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.                             

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.                          

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 us to proceed, an input of capital and or assets must occur. We are
actively seeking both.                                                          

During the years ended September 30, 2005 and 2004, we had no operations and    
incurred operating losses of $1,090,883 and $23,186 respectively.               

During the fourth quarter of the fiscal year, Golden Chief agreed to issue      
2,950,000 shares of common stock for $70,000. The $70,000 was received, but as  
of September 30, 2005 the shares had not been issued. The Company also agreed to
issue 991,250 shares for services of $19,825, and 5,000,000 shares to a related 
party for the acquisition of an oil and gas property with a basis of $155,114.  

During the nine months ending June 30, 2005, we raised $100,610 from existing   
shareholders who purchased 4,224,400 shares of our common stock for             
approximately $0.025 per share. The proceeds were used to satisfy certain       
obligations and to begin the audit for the year ending September 30, 2004. We   
also acquired a small natural gas pipeline located in Montgomery County, Kansas 
from a related party for the issuance of 2,000,000 shares of common stock valued
at $36,000. In July and August 2005, Golden Chief sold 1,250,000 shares of      
common stock for $30,000 to several investors                                   

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.                                         

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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
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.                         

Subsequent Events                                                               

None                                                                            

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. 

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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.                                                         

Item 8. Changes in and Disagreements with Accountants on Accounting and         
Financial Disclosure                                                            

In August of 2005 the Company dismissed Bateman & Co., Inc., PC of Houston,     
Texas as its independent auditor and appointed Malone-Bailey, PC as its         
independent auditor. 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
         ----              ---             --------               --------------
Michael H. McIlvain        59       President and Director             1999     
B. Fred Oden, III 50                Vice President and Director        2005     
Hugh Fowler                49       Secretary and Director             2005     

Management.                                                                     

Michael H. McIlvain, age 59, Trophy Club, Texas is 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.      

B. Fred Oden III, age 50, Lewisville, Texas, has been a Vice-President and a    
director of the Company since November 15, 2004. He is also President and Chief 
Executive Officer of Sabine Operating Services, Inc., Westminster, Texas which  
is a Texas and Kansas licensed petroleum operator. Mr. Oden has more than twenty
years experience in the oil and gas industry. A sociology and law enforcement   
graduate of Lamar State University, Beaumont, Texas, Mr. Oden is a Texas        
certified peace officer.                                                        

Hugh W. Fowler, age 49, Richardson, Texas has been a Vice-President and a       
director of the Company since November 15, 2004. He is a business administration
graduate of Stephen F. Austin University, Nacogdoches, Texas and since 1977 has 
worked in the oil and gas industry, primarily in Southeastern, Kansas.          

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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.                         

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, 2005

 Name and Address       Number of        Percent
Title of Class   of Beneficial Owner    Shares Owned     of Class      Notes    
--------------   -------------------    ------------     --------      -----    

Common Stock     M. H. McIlvain          37,300,000       15.35%    See 2 below.
No Par Value     110 Seminole                                                   
Trophy Club, TX  76262                        

Common Stock     James W. Landrum        22,014,500        9.06%    See 1 below.
No Par Value     406 Griffith Avenue                                            
Terrell, TX  75160                            

Common Stock     B. Fred Oden             7,000,000        2.88%    See 3 below.
No Par Value                                                                    

Common Stock     Hugh Fowler                 30,000         .01%                
No Par Value     505 Tiffany Trail                                              
Richardson, Texas                             

Common Stock     Red River Properties,   20,014,500        8.40%    See 1 below.
No Par Value     Inc.                                                           
406 Griffith Avenue                           
Terrell, TX  75160                            

Common Stock     Humboldt Corp.          13,040,000        5.37%                
No Par Value     1711 E. Frankford                                              
Carrollton, TX 75006                          

All directors and officers                                                      
as a group (3 persons)                   44,330,000       18.24%                

There are no family relationships between the officers and directors.           

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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 36,800,000 shares are held directly.

     3.   Mr. Oden's shares are held by Sabine Operating Services, Inc. of which
he is the President and majority shareholder.               

   4.   The directors include M. H. McIlvain, B. Fred Oden, and Hugh Fowler.

(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.                    

Item 13. Exhibits and Reports on Form 8-K                                       

A filing on Form 8K was made on June 30, 2005 notifying of the engagement of    
Bateman & Co. of Houston, Texas as the Company's independent auditor. On August 
15, 2005 a filing on Form 8-K was made notifying of the engagement of Malone &  
Bailey, PC, of Houston, Texas as registrant's independent auditor.              

On October 19, 2005 a filing on Form 8-K was made notifying that the            
Registrant's board of directors voted to appoint Routh Stock Transfer 5700 W.   
Plano Parkway #1000 Plano, Texas 75093 as the Company's transfer agent replacing
Fidelity Transfer Company of Salt Lake City, Utah. The change was made to       
provide more convenience and accountability for this function and will be       
effective October 24, 2005.                                                     

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.                                                                      

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SIGNATURES

In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant     
caused this report to be signed on its behalf by the undersigned, thereunto duly
authorized.                                                                     

                                      GOLDEN CHIEF RESOURCES, INC.

Date:  March 16, 2006                        /s/  MICHAEL H. MCILVAIN           
                                    --------------------------
                                             By: Michael H. McIlvain, President,
                                     Chief Executive Officer 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/ MICHAEL H. MCILVAIN           President & Director         March 16, 2006   
-----------------------                                                         
Michael H. McIlvain                                                             

/s/ B. FRED ODEN, III             Director                     March 16, 2006   
-----------------------                                                         
B. Fred Oden, III                                                               

/s/ HUGH FOWLER                   Director                     March 16, 2006   
-----------------------                                                         
Hugh Fowler                                                                     

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 Report of Independent Registered Public Accounting Firm
 -------------------------------------------------------

Board of Directors                                                              
Golden Chief Resources, Inc.                                                    
Lewisville, Texas                                                               

We have audited the accompanying balance sheets of Golden Chief Resources, Inc. 
as of September 30, 2005, and the related statements of operations,             
stockholders' equity, and cash flows for the year then ended. 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 audits.                                                                     

We conducted our audit in accordance with the standards of the Public Company   
Accounting Oversight Board. 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 audits provide 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. as
of September 30, 2005, and the results of its operations and its cash flows for 
the year then, 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 has suffered recurring losses from operations 
and has a net capital deficiency that 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.             

Malone & Bailey                                                                 
www.malone-bailey.com                                                           
Houston, Texas                                                                  
January 12, 2006                                                                

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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.                                                               

                                       /s/ BATEMAN & CO., INC., P.C.
                                       -----------------------------
                                           BATEMAN & CO., INC., P.C.
Houston, Texas                                                                  
June 30, 2005                                                                   

Member
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS Offices in
 Principal Cities Around The World

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                           Golden Chief Resources Inc.                                              
                                 Balance Sheets                                                     

                                               September 30, 2005  September 30, 2004               

A S S E T S                                                                                         
-----------                                                                                         

Current assets:                                                                                     
---------------                                                                                     
                                                                                                    
     Cash                                          $       7,093    $         225                   
     Advances to related parties                          20,768             --                     
     Total current assets                                 27,861              225                   

Fixed assets:                                                                                       
-------------                                                                                       
     Montgomery pipeline                                  34,789             --                     
     Oil & gas properties, non-producing                                                            
       Ownbey & Troyer leases                             95,000             --                     
       Lindley                                           159,304             --                     
                                                   -------------    -------------                   
     Total fixed assets                                  289,093             --                     
     Total assets                                  $     316,954    $         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                                     19,109           22,881                   
     Accounts payable - related party                       --             10,170                   
     Accrued expenses                                       --              6,000                   
                                                   -------------    -------------                   
       Total Accounts payable                             19,109           39,051                   
     Stock payable                                       365,724             --                     
                                                   -------------    -------------                   
     Total current liabilities                           384,833           39,051                   

Stockholders' deficit                                                                               
---------------------                                                                               
     Common stock, no par value                                                                     
     authorized 500,000,000 shares;                  243,019,960                                    
     and 132,578,710 issued and outstanding                                                         
     Additional paid-in capital                        4,713,558        3,658,732                   
     Accumulated deficit                              (4,781,436)      (3,697,558)                  
                                                   -------------    -------------                   

     Total stockholders' deficit                         (67,879)         (38,826)                  
                                                   -------------    -------------                   

     Total liabilities and stockholders' deficit   $     316,954    $         225                   
                                                   =============    =============                   

                                      F-3                                                           

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                          Golden Chief Resources, Inc.                                              
                            Statements of Operations                                                
                  For the Years Ended September 30, 2005 & 2004                                     

                                                    2005               2004                         
                                               -------------      -------------                     
Revenues                                                                                            

Expenses                                                                                            
  Stock for services                                 935,000                                        
  Consulting fees                                     49,050                                        
  Professional fees                                   34,883      $      11,685                     
  Public relations                                     1,250                                        
  Travel                                               6,173                237                     
  Rent                                                11,290              6,000                     
  Other                                               46,232              5,264                     
                                               -------------      -------------                     

Total operating expenses                           1,083,878             23,186                     
                                               -------------      -------------                     

Loss from operations                              (1,083,878)           (23,186)                    

Other income/(expenses)                                                                             

                                               -------------      -------------                     

Net loss                                       $  (1,083,878)     $     (23,186)                    
                                               =============      =============                     

Basic and diluted loss per share               $       (0.00)     $       (0.00)                    
                                               =============      =============                     

Weighted average shares outstanding              220,364,874        110,252,207                     

                                      F-4                                                           

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                                    Golden Chief Resources Inc.                                     
                           Statement of Changes in Stockholders' Deficit                            
                           For the Years Ended September 30, 2005 & 2004                            

                                                         Additional                       Total     
                                         Common Stock     Paid In       Accumulated    Stockholders'
                                            Shares        Capital         Deficit        Deficit    
                                         ------------   ------------    ------------   ------------ 
Balance September 30, 2003                                                                          
                                           72,078,710      3,582,292      (3,674,372)       (92,080)
Shares issued for:                                                                                  

      Cash                       12/03     10,000,000         10,000                         10,000 

      Related party payables     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 at September 30, 2004                                                                      
                                          132,578,710      3,658,732      (3,697,558)       (38,826)
Shares issued for:                                                                                  

      Cash                       10/04      7,000,000          7,000                          7,000 

      Consulting fees            11/04      2,000,000         20,000                         20,000 

      Cash                       12/04      2,000,000          2,000                          2,000 

      Property acquisition       12/04      9,500,000         95,000                         95,000 

      Services                   12/04     86,500,000        865,000                        865,000 

      Property acquisition       01/05      1,932,722         34,789                         34,789 

      Services                   01/05         67,278          1,211                          1,211 

      Cash                       08/05        250,000          5,000                          5,000 

      Cash                       09/05        200,000          5,000                          5,000 

      Services                   09/05        991,250         19,825                         19,825 

Net loss                                                                  (1,083,878)    (1,083,878)
                                         ------------   ------------    ------------   ------------ 
Balances at September 30, 2005           $243,019,960   $  4,713,557    ($ 4,781,436)  ($    67,879)
                                         ============   ============    ============   ============ 

                                                F-5                                                 

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Golden Chief Resources, Inc.
Statements of Cash Flows
 For the Years Ended September 30, 2005 & 2004

                                                    2005            2004
                                                   -----------     -----------
Cash Flows from Operating Activities                                            

Net Loss                                            $(1,083,878)    $   (23,186)
Stock Issued for Services                             906,036               
Stock Payable for Services                             50,000            -- 
Changes in:                                                                 
 Advances to related parties                         (20,768)           --
   Accounts Payable                                     (3,772)          7,185
   Accrued expenses                                     (6,000)          6,000
    Accounts payable - related party                    (10,170)        (19,774)
                                                   -----------     -----------

Net Cash Used in Operating Activities                  (168,552)        (29,775)
                                                   -----------     -----------
Cash Flows from Investing Activities:                                           

Purchase of oil and gas properties                       (4,190)                
                                                   -----------     -----------

Net Cash Used In Investing Activities                    (4,190)                
                                                   -----------     -----------
Cash Flows from Financing Activities:                                           

Proceeds of stock sales                                  19,000          30,000 
Stock payable for cash                                  160,610                 
                                                   -----------     -----------

Net Cash Provided From Financing Activities             179,610          30,000 
                                                   -----------     -----------

Net Increase (Decrease) in Cash                           6,868             225 

Cash & cash equivalents                                                         
Beginning of year                                       225             
                                                   -----------     -----------

End of year                                         $     7,093     $       225 
                                                   ===========     ===========

Supplementary Disclosure:                                                       
Cash Paid for Interest                                                          
Cash Paid for Taxes                                                             

Non-cash transactions:                                                          
Shares Issued:                                                                  
For oil and gas properties                        $   129,789               
For services                                      $   906,036               
 For payables                                                      $    46,440
Stock Payable:                                                                  
For oil and gas properties                        $   155,114               

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Golden Chief Resources, Inc.
 Notes to Financial Statements

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES                             

NATURE OF BUSINESS                                                              

The Company was incorporated as Arts Antique Autos, Ltd. in November 1976 in    
Kansas. During the early 1980's the Company engaged in oil and gas operating,   
mining, real estate operations. During the mid 1980's, economic conditions      
caused the Company to lose its asset and revenue base. Management decided to    
discontinue any further business operations and completed the liquidation of the
few remaining assets during 1986. The Company did not operate a line of business
until the year ended September 30, 2000. During the fiscal year ended September 
30, 1998, new assets were contributed in an attempt to revive the Company. In   
October 1999, interests in oil and gas properties were contributed by third     
parties in exchange for newly issued stock. This resulted in a change in control
of the Company. In July of 2002, the Company abandoned the oil assets by        
transferring the assets to one of the shareholders in exchange for the debt     
associated with the property. Management's plans include efforts to raise       
operating and development capital followed by further acquisition and           
development of oil and gas properties.                                          

RECLASSIFICATIONS                                                               

Certain prior year amounts have been reclassified to confirm with the current   
year presentation.                                                              

USE OF ESTIMATES                                                                

The preparation of financial statements in conformity with generally accepted   
accounting principles requires management to make estimates and assumptions that
affect reported amounts of assets and liabilities, the disclosure of contingent 
assets and liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual results    
could differ from those estimates.                                              

CASH AND CASH EQUIVALENTS                                                       

Golden Chief considers all highly liquid investments with an original maturity  
of three months or less to be cash equivalents for purposes of preparing its    
Statement of Cash Flows.                                                        

OIL AND GAS PROPERTIES                                                          

Golden Chief uses the successful efforts method of accounting for oil and gas   
producing activities. Costs to acquire mineral interests in oil and gas         
properties, to drill and equip exploratory wells that find proved reserves, to  
drill and equip development wells and related asset retirement costs are        
capitalized. Costs to drill exploratory wells that do not find proved reserves, 
geological and geophysical costs, and costs of carrying and retaining unproved  
properties are expensed.                                                        

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Unproved oil and gas properties that are individually significant are           
periodically assessed for impairment of value, and a loss is recognized at the  
time of the impairment by providing an impairment allowance. Other unproved     
properties are amortized based on Golden Chief's experience of successful       
drilling and average holding period. Capitalized costs of producing oil and gas 
properties, after considering estimated residual salvage values, are depreciated
and depleted by the unit-of-production method. Support equipment and other      
property and equipment are depreciated over their estimated useful lives.       

On the sale or retirement of a complete unit of proved property, the cost and   
related accumulated depreciation, depletion, and amortization are eliminated    
from the property accounts, and the resultant gain or loss is recognized. On the
retirement or sale of a partial unit of proved property, the cost is charged to 
accumulated depreciation, depletion, and amortization with a resulting gain or  
loss recognized in income.                                                      

On the sale of an entire interest in an unproved property for cash or cash      
equivalent, gain or loss on the sale is recognized, taking into consideration   
the amount of any recorded impairment if the property had been assessed         
individually. If a partial interest in an unproved property is sold, the amount 
received is treated as a reduction of the cost of the interest retained.        

LONG-LIVED ASSETS                                                               

Long-lived assets to be held and used or disposed of other than by sale are     
reviewed for impairment whenever events or changes in circumstances indicate    
that the carrying amount may not be recoverable. When required, impairment      
losses on assets to be held and used or disposed of other than by sale are      
recognized based on the fair value of the asset. Long-lived assets to be        
disposed of by sale are reported at the lower of the asset's carrying amount or 
fair value less cost to sell.                                                   

As of September 30, 2005 there was no depreciation provided because the         
properties have not been put into operations.                                   

INCOME TAXES                                                                    

Golden Chief recognizes deferred tax assets and liabilities based on differences
between the financial reporting and tax bases of assets and liabilities using   
the enacted tax rates and laws that are expected to be in effect when the       
differences are expected to be recovered. Golden Chief provides a valuation     
allowance for deferred tax assets for which it does not consider realization of 
such assets to be more likely than not.                                         

Golden Chief's differences arise principally from the difference in the way oil 
and gas assets are deducted and from the deducibility of accrued salaries for   
financial statement and income tax purposes.                                    

EARNINGS PER SHARE                                                              

Accounting rules provide for the calculation of "Basic" and "Diluted" earnings  
per share. Basic earnings per common share excludes dilutive securities and is  
computed by dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per
common share reflect the potential dilution of securities that could share in   
the earnings of the entity on an "as if converted basis. This is done by        
dividing net income available to common shareholders, as adjusted if necessary, 
by the weighted average number of common shares outstanding plus potential      
dilutive securities. Golden Chief had no dilutive securities during 2005 or     
2004.                                                                           

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CONCENTRATIONS                                                                  

Golden Chief's operations are all in the oil and gas industry. As such,         
revenues, costs, etc. are subject to changes due to national and international  
inventory levels, variations in consumption, and other discrete factors. The    
Company currently owns interests in only two properties and deals with a single 
operator on each property. Should anything happen to the operator of either     
property, it is believed that a substitute operator would be available.         

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS                                       

Golden Chief does not expect the adoption of recently issued accounting         
pronouncements to have a significant impact on its results of operations,       
financial position or cash flow.                                                

STOCK-BASED COMPENSATION                                                        

Golden Chief adopted the disclosure requirements of Financial Accounting        
Standards No. 123, Accounting for Stock-Based Compensation and FAS No. 148 with 
respect to pro forma disclosure of compensation expense for options issued. For 
purposes of the pro forma disclosures, the fair value of each option grant is   
estimated on the grant date using the Black-Scholes option-pricing model.       

Golden Chief has chosen to continue to account for stock-based compensation     
using the intrinsic value method prescribed in Accounting Principles Board      
Opinion No. 25, "Accounting for Stock Issued to Employees". Accordingly,        
compensation cost for stock options issued to employees is measured as the      
excess, if any, of the quoted market price of Golden Chief 's stock at the date 
of the grant over the amount an employee must pay to acquire the stock.         

NOTE 2 - GOING CONCERN                                                          

As shown in the accompanying financial statements, Golden Chief incurred        
recurring net losses of 4, respectively, has an accumulated deficit of 4,781,436
and has a working capital deficit of5. These conditions raise substantial doubt 
as to Golden Chief ability to continue as a going concern. Management is trying 
to raise additional capital through sales of common stock. The financial        
statements do not include any adjustments that might be necessary if Golden     
Chief is unable to continue as a going concern.                                 

NOTE 3 - STOCK TRANSACTIONS                                                     

During the fiscal year 2005, Golden Chief agreed to issue 5,674,400 shares of   
common stock for $160,610 of cash. The $160,610 was received, but the shares    
have not been issued. The Company also agreed to issue 5,000,000 shares to a    
related party for the acquisition of an oil and gas property with a basis of    
$155,114 and 5,000,000 shares valued at $50,000 for services.                   

During the year ending September 30, 2005, Golden Chief issued:                 

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     o    11,432,722 common shares valued at $129,789 to related parties for the
      purchase of two oil and gas leases and gas system. In addition the
       company issued 86,567,278 shares valued at $866,211 for services in
         excess of cost of oil and gas properties to the same related parties.
o    2,000,000 common shares valued at $20,000 to a brokerage firm for
their services.                                             
o    991,250 common shares valued at $19,825 for legal services.      
o    9,450,000 common shares for cash of $19,000.                     

During the year ending September 30, 2004, Golden Chief issued:                 

     o    30,000,000 common shares to Golden Chief's executive vice president to
reduce the payable to him by $30,000.                       
   o    500,000 common shares to Golden Chief's previous independent auditor
to eliminate the payable to him of $16,440.                 
o    30,000,000 shares of common stock for cash of $30,000.           

At September 30, 2004, Golden Chief reserved 2,500,000 shares of its authorized 
but unissued common stock for possible future issuance in connection with the   
potential exercise of stock options.                                            

NOTE 4 - STOCK OPTIONS                                                          

At September 30, 2005, Golden Chief had outstanding options for the purchase of 
its common stock as presented below. These options are related to employment    
agreements and services rendered to Golden Chief.                               

Exercise Price           Exercise Period            # of Shares   
--------------           ---------------            -----------   
$0.10 per share          through 12/31/05           200,000       

There were no changes in outstanding options during the fiscal year 2005.       

NOTE 5 - INCOME TAXES                                                           

Golden Chief uses the liability method, where deferred tax assets and           
liabilities are determined based on the expected future tax consequences of     
temporary differences between the carrying amounts of assets and liabilities for
financial and income tax reporting purposes. During fiscal 2005 and 2004, Golden
Chief incurred net losses and, therefore, has no tax liability. The net deferred
tax asset generated by the loss carry-forward has been fully reserved. The      
cumulative net operating loss carry-forward is approximately $3,875,400 at      
September 30, 2005, and will expire in the years 2014 through 2025.             

At Spetember 30, 2005, deferred tax assets consisted of the following:          

Deferred tax assets                         
Net operating losses         $ 1,317,636
 Less:  valuation allowance    (1,317,636)
                             -----------

Net deferred tax asset         $         0  
                             ===========

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NOTE 6 - RELATED PARTY TRANSACTIONS                                             

Golden Chief issued 96,000,000 shares of common stock to a company controlled by
two directors of Golden Chief for the purchase of two oil and gas leases. The   
properties were recorded at the carry-over basis of the former owner totaling   
$95,000. The shares were valued at $960,000 resulting in an asset of $95,000 and
compensation of $865,000. See footnote 4.                                       

In January 2005, Golden Chief issued 2,000,000 shares of common stock to a      
company controlled by two directors of Golden Chief for the purchase of a gas   
gathering system. The system was recorded at the carry-over basis of the former 
owner totaling $34,789. The shares were valued at $36,000 resulting in an asset 
of $34,789 and compensation of $1,211.                                          

In September 2005, Golden Chief purchased a non-producing oil and gas property  
located in Montgomery County, Kansas from a related party for 5,000,000 shares. 
The previous owner had a carrying value of $155,114 which approximates the fair 
market value of the shares issued and is the recorded purchase amount.          

NOTE 7 - LEASE OBLIGATION                                                       

Golden Chief leased its office space under a six-month lease ending December 31,
2005. Rent expense totaled $11,290 for the year ended September 30, 2005.       

F-11

Dates Referenced Herein   and   Documents Incorporated by Reference

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