UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                 Amendment No.1

                   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.

<PAGE>

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 have 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.

                                        2
<PAGE>

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.

                                        3
<PAGE>

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.

                                        4
<PAGE>

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.

                                        5
<PAGE>

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.

Item 8A. Controls and Procedures.

(a) Evaluation of Disclosure Controls and Procedures.

The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to its management, including its Chief Executive Officer, to
allow timely decisions regarding required disclosure based closely on the
definition of "disclosure controls and procedures" in Rule 13a-15(e). In
designing and evaluating the disclosure controls and procedures, management
recognized that any controls and procedures, no matter how well designed and
operated, can provide only reasonable assurance of achieving the desired control
objectives, and management necessarily was required to apply its judgment in
evaluating the cost-benefit relationship of possible controls and procedures.

At the end of the period covered by this Annual Report, we carried out an
evaluation, under the supervision and with the participation of our
management, including its Chief Financial Officer, of the effectiveness of the
design and operation of our disclosure controls and procedures. Based upon the
foregoing, our Chief Executive Officer concluded that, as of September 30, 2005,
our disclosure controls and procedures were not effective to ensure that the
information required to be disclosed in the Company's Exchange Act reports was
recorded, processed, summarized and reported on a timely basis.

In connection  with the completion of its audit of, and the issuance of its
report on the financial statements of Golden Chief for the year ended September
30, 2005, Malone & Bailey, PC identified deficiencies in our internal controls
related to the failure to record the value of common stock issued for services
disclosure controls relating to such transactions during the interim periods of
2005. The adjustments to these accounts and the footnote disclosure deficiencies
were detected in the audit process and have been appropriately recorded and
disclosed in this Form 10-KSB. We are in the process of improving our internal
controls by training our new bookkeeper in an effort to remediate these
deficiencies. Additional effort is needed to fully remedy these deficiencies and
we are continuing our efforts to improve and strengthen our control processes
and procedures. Our management and directors will continue to work with our
auditors and other outside advisors to ensure that our controls and procedures
are adequate and effective.

Item 8B. Other Information.

     None.


                                    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.

                                        6
<PAGE>

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.


                                        7
<PAGE>

     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.


                                        8
<PAGE>




                                   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:  June 23, 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         June 23, 2006
-----------------------
Michael H. McIlvain


/s/ B. FRED ODEN, III             Vice President & Director    June 23, 2006
-----------------------
B. Fred Oden, III


/s/ HUGH FOWLER                   Secretary & Director         June 23, 2006
-----------------------
Hugh Fowler



                                        9
<PAGE>




             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 3 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 3. 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

                                       F-1

<PAGE>


 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

                                       F-2
<PAGE>
<TABLE>
<CAPTION>

                           Golden Chief Resources Inc.
                                 Balance Sheets

                                               September 30, 2005  September 30, 2004

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

Current assets
---------------
<S>                                                <C>              <C>
     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
<PAGE>

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

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

Expenses
  Stock for services                                 906,036
  Consulting fees                                     49,050
  Professional fees                                   34,883      $      11,685
  Public relations                                     1,250
  Travel                                               6,173                237
  Rent                                                11,290              6,000
  Other                                               75,196              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
<PAGE>


                                    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
<PAGE>


                          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


                                       F-6
</TABLE>
<PAGE>

                          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.

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.

PROPERTY & EQUIPMENT

Property and equipment are carried at cost. Depreciation of property and
equipment is provided using the straight-line method for financial reporting
purposes at rates based on their estimated useful lives. The cost of asset
additions and improvements that extend the useful lives of property and
equipment are capitalized. Routine maintenance and repair items are charged to
current operations. The original cost and accumulated depreciation of asset
dispositions are removed from the accounts and any gain or loss is reflected in
the statement of operations in the period of disposition.

Golden Chief follows the policy of beginning to depreciate property & equipment
on the date the asset is available for use, which is when the asset is in the
location and condition necessary to operate as intended. The Montgomery pipeline
is not in condition to operate as intended as it requires testing and inspection
before it will be available for use. Accordingly, no depreciation has been
recorded on this asset as of December 31, 2005.

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.

                                       F-7
<PAGE>

Unproven 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.

                                       F-8

<PAGE>

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 - RECLASSIFICATIONS OF ITEMS PREVIOUSLY ISSUED FINANCIAL STATEMENTS

These financial statements include reclassifications from previously issued
financial statements as of and for the year ended September 30, 2005.
Non-producing oil & gas properties were detailed by property in the revised
balance sheet. The previously issued financial statements included a typing
error which reflected the accumulated deficit in the balance sheet as ($781,436)
when in fact the amount should have been reflected as (4,781,436).

Another typing error in the statement of operations reflected the net loss from
operations and the net loss as ($1,090,883) when in fact both amounts should
have been presented as ($1,083,878). Additionally, the statement of operations
presented herein includes a reclassification of $935,000 of expense resulting
from the issuance of stock for services of which $230,206 was previously
presented as compensation and $704,794 was previously presented as other
expense.

Golden Chief elected to provide more detail of the individual changes presented
in the statement of changes in stockholders' deficit in these financial
statements. Additionally, typing errors in the original filing were corrected
including changing the presentation of total stockholders deficit as of
September 30, 2004 from ($15,640) to the correct amount of ($38,826) and
changing the presentation of total stockholders deficit as of September 30, 2005
from $1,039,185 to the correct amount of ($67,879).


NOTE 3 - 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 4 - 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 which is payable
but not issued at September 30, 2005.

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

                                       F-9
<PAGE>

         Description                          Shares          Stock for Services
         -----------                          ------          ------------------

Shares for services in
excess of cost of oil and gas
properties to related parties               86,567,278             $866,211

Common shares issued to a brokerage
firm for their services                      2,000,000              $20,000

Shares issued for legal services               991,250              $19,825

Total stock for services                    89,558,528             $906,036


Additionally, the following common stock transactions took place for the year
ended September 30, 2005:

     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.
     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 un-issued common stock for possible future issuance in connection with the
potential exercise of stock options.

NOTE 5 - STOCK OPTIONS

The following table is an analysis of options for the purchased of Golden
Chief's common stock outstanding as of September 33, 2005 & 2004.

                                      2005                    2004
                         --------------------------  ------------------------
                                          Weighted                  Weighted
                                          Average                    Average
                                          Exercise                  Exercise
                            Shares        Price        Shares         Price
                         ------------  ------------  -----------  -----------
Outstanding, beginning
  of year                     250,000  $       0.12      250,000  $      0.12
Granted                             -             -            -            -
Expired/Cancelled             (50,000)         0.20            -            -
Exercised                           -             -            -            -
                         ------------  ------------  -----------  -----------
Outstanding end of year       200,000  $       0.10      250,000  $      0.12
                         ============  ============  ===========  ===========
Exercisable                   200,000  $       0.10      250,000  $      0.12
                         ============  ============  ===========  ===========


                               Outstanding                     Exercisable
                     --------------------------------     ---------------------
                                    Weighted
                       Number      Average     Weighted    Number       Weighted
                     Outstanding   Remaining   Average   Exercisable    Average
Range of             at Sept. 30, Contractual  Exercise   at Dec 31,    Exercise
Exercise Prices         2005        Life        Price       2005         Price
-------------------  ----------  ----------  --------  -----------      --------
  $ 0.10               200,000     3 Months  $  0.10       200,000       $ 0.10
                     ----------  ----------  --------  -----------     --------
   Total               200,000     3 Months  $  0.10       200,000       $ 0.10
                     ==========  ==========  ========  ===========     ========


There were no changes in outstanding options during the fiscal year 2005.
Additionally, no options were granted, modified or awarded for the years ended
December 31, 2005 or 2004.

The following table illustrates the effects of net income (loss) and earnings
(loss) per share if the Company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based employee compensation.

                                                      For the years ended
                                                          September 30,
                                                  ----------------------------
                                                       2005           2004
                                                  -------------  -------------
 Net income (loss), as reported                   $ (1,083,878)  $    (23,186)
 Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                                -              -
                                                  -------------  -------------

 Pro forma net income (loss)                      $ (1,083,878)  $    (23,186)
                                                  =============  =============
 Earnings per share:
  Basic and diluted - as reported                 $       (0.0)  $      (0.00)
                                                  =============  =============
  Basic - pro forma                               $       (0.0)  $      (0.00)
                                                  =============  =============
  Diluted - pro forma                             $       (0.0)  $      (0.00)
                                                  =============  =============



NOTE 6 - INCOME TAXES

Golden Chief uses the liability method, where deferred tax assets and
liabilities 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.

The following table illustrates the effects of net income (loss) and earnings
(loss) per share if the Company had applied the fair value recognition
provisions of FASB Statement No. 123, Accounting for Stock-Based Compensation,
to stock-based employee compensation.

                                                      For the years ended
                                                          December 31,
                                                  ----------------------------
                                                       2005          2004
                                                  -------------  -------------
 Net income (loss), as reported                   $ (4,957,536)  $ (4,656,826)
 Deduct: Total stock-based employee
   compensation expense determined under
   fair value based method for all awards,
   net of related tax effects                          (36,022)      (157,261)
                                                  -------------  -------------

 Pro forma net income (loss)                      $ (4,993,588)  $ (4,814,087)
                                                  =============  =============
 Earnings per share:
  Basic and diluted - as reported                 $      (0.45)  $      (0.05)
                                                  =============  =============
  Basic - pro forma                               $      (0.45)  $      (0.05)
                                                  =============  =============
  Diluted - pro forma                             $      (0.45)  $      (0.05)
                                                  =============  =============


At September 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
                                                 ===========


                                      F-10

<PAGE>

NOTE 7 - 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 8 - 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