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.

<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. Accordingly, we remained
dormant with no activity until the fiscal year beginning October 1, 1997. During
the year ended September 30, 1998, minimal new assets were contributed in
exchange for stock. In October 1999, oil and gas interests were contributed in
exchange for stock, resulting in a change of control. In July 2002, we
transferred the oil and gas interests to a shareholder in exchange for debt
assumption, and ceased operations.

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

(b) Business of Issuer

The Company is 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. The Company currently has two employees.

(c) Reports to Security Holders

The Company does not intend to deliver an annual report to its 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. The Company is an electronic filer under the
SEC's EDGAR filing program. Accordingly, the Company's 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, the Company's assets consisted of only the Montgomery
County Pipeline, the non-producing Lindley,Ownbey and Troyer leases.

Previously the Company 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.

                                        2
<PAGE>

Gas Reserves

Please review the notes attached to the financial statements which are made a
part hereof.


Item 3. Legal Proceedings

As of February 28, 2006 there were no legal proceedings to which the Company was
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 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 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

The Company's 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. The Company's shares
are traded under the symbol GCHR.

The Company's 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

                                       3
<PAGE>

(b) Holders

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

(c) Dividends

The Company has not declared or paid dividends in the past, and does not
anticipate doing so in the immediate future.


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 the Company to proceed an input of capital and or assets must be
forthcoming. Management is actively seeking both.

During the years ended September 30, 2005 and 2004, the Company 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.

                                       4
<PAGE>

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.


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.


                                        5
<PAGE>

                                    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.

                                       6
<PAGE>

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.


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 of
Title of Class   of Beneficial Owner     Shares Owned      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                 44,330,000      18.24%
as a group (3 persons)

                                       7
<PAGE>

There are no family relationships between the officers and directors.

     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:  March 17, 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 17, 2006
-----------------------
Michael H. McIlvain


/s/ B. FRED ODEN, III           Director                       March 17, 2006
-----------------------
B. Fred Oden, III


/s/ HUGH FOWLER                 Director                       March 17, 2006
-----------------------
Hugh Fowler





                                       9
<PAGE>

                                  GOLDEN CHIEF
                                 RESOURCES, INC.


                              FINANCIAL STATEMENTS

                               For the Years Ended
                           September 30, 2005 and 2004



















                                      F-1
<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 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

January 12, 2006

                                       F-2
<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-3
<PAGE>
<TABLE>
<CAPTION>

                                   Golden Chief Resources Inc.
                                         Balance Sheets
                                    September 30, 2005 & 2004



                                             ASSETS                      2005            2004
                                                                      -----------    -----------
<S>                                                                   <C>            <C>
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                                254,304
                                                                      -----------    -----------
       Total fixed assets                                                 289,093
                                                                      -----------    -----------
       Total assets                                                   $   316,954    $       225
                                                                      ===========    ===========


                              LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
       Accounts payable                                               $    19,108    $    22,881
       Accrued expenses - related party                                                   10,170
       Accrued expenses                                                                    6,000
       Stock payable                                                      365,724
                                                                      -----------    -----------
       Total current liabilities                                          384,832         39,051
                                                                      -----------    -----------
Stockholders' deficit
       Common stock, no par value, 500,000,000 shares authorized
       243,019,960 and 132,578,710 shares issued and outstanding at
       September 30, 2005 & 2004, respectively                          4,713,558      3,658,732
       Accumulated deficit                                               (781,436)    (3,697,558)
                                                                      -----------    -----------
       Total stockholders' deficit                                        (67,878)       (38,826)
                                                                      -----------    -----------
       Total liabilities and stockholders' deficit                    $   316,954    $       225
                                                                      ===========    ===========


                                              F-4
<PAGE>

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

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

Expenses
  Lease operating expenses                     $       7,005
  Compensation expense                               230,206
  Consulting fees                                     49,050
  Professional fees                                   34,883      $      11,685
  Public relations                                     1,250
  Travel                                               6,173                237
  Rent                                                11,290              6,000
  Other                                              751,026              5,264
                                               -------------      -------------

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

Loss from operations                              (1,090,883)           (23,186)

Other income/(expenses)
                                               -------------      -------------

Net loss                                       $  (1,090,883)     $     (23,186)
                                               =============      =============

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

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




                                       F-5
<PAGE>


                                       Golden Chief Resources Inc.

                              Statement of Changes in Stockholders' Deficit
                              For the Years Ended September 30, 2005 & 2004


                                                               Additional                       Total
                                         Common                 Paid In      Accumulated     Stockholders'
                                 Shares          Stock          Capital        Deficit         Deficit
                              ------------    ------------    ------------   ------------    ------------

Balances September 30, 2003     72,078,710    $  3,567,292    $     15,000   $ (3,674,372)   $    (92,080)

Proceeds of common stock        60,500,000          76,440                                         76,440

Net loss                                                                          (23,186)        (23,186)
                              ------------    ------------    ------------   ------------    ------------

Balances September 30, 2004    132,578,710       3,643,732          15,000     (3,674,372)        (15,640)

Proceeds of common stock       110,441,250       1,054,825                                      1,054,825

Net loss                                                                       (1,083,878)     (1,083,878)
                              ------------    ------------    ------------   ------------    ------------

Balances September 30, 2005    243,019,960    $  4,698,557    $     15,000   $ (3,674,372)   $  1,039,185






                                                  F-6
</TABLE>
<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
                                                    -----------     -----------
                                                    $     7,093     $       225
                                                    ===========     ===========
End of year
                                                    ===========     ===========

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-7
<PAGE>

               NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

NATURE OF BUSINESS

The Company was incorporated as Arts Antique Autos, Ltd. in November 1976 in the
State of 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

The Company 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.

LONG-LIVED ASSETS

Long-lived assets consist primarily of property and equipment, excess of cost
over net assets of acquired businesses, and other intangible assets. The
recoverability of long-lived assets is evaluated at the operating unit level by
an analysis of operating results and consideration of other significant events
or changes in the business environment. If an operating unit has indications of
impairment, such as current operating losses, the Company will evaluate whether
impairment exists on the basis of undiscounted expected future cash flows from
operations before interest for the remaining amortization period. If impairment
exists, the carrying amount of the long- lived asset is reduced to its estimated
fair value, less any costs associated with any final settlement. As of September
30, 2005, there was no impairment of the Company's long-lived assets.

Property and equipment is valued at cost. Additions are capitalized and
maintenance and repairs are charged to expense as incurred. Gains and losses on
dispositions of equipment are reflected in operations. As of September 30, 2005
there was no depreciation provided due to the fact that the properties have not
been put into operations.

                                      F-8
<PAGE>

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.

The Company'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. The Company had no dilutive securities during 2005 or 2004.

CONCENTRATIONS

The Company'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.

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 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 - OIL AND GAS PROPERTIES

The Company acquired an interest in a non-producing field during the year ended
September 30, 2000. This field had produced gas through 1992, but was shut in
due to the low price of gas and the costs associated with producing the gas and
making it marketable. After reworking wells and production equipment, the field
was returned to production in January 2000. In September 2002, this along with
other oil & gas properties were transferred to an officer and major shareholder
in return for the liabilities associated with the oil & gas assets.

                                       F-9
<PAGE>

Oil and gas properties consisted of the following at September 30, 2005:

           Description                                   Amount
           -----------------------------                --------
           Montgomery County Pipeline                   $ 34,789
           Ownbey & Troyer Leases                         95,000
           Lindley Lease                                 159,304
                                                        --------
                                                        $289,093


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.

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

     o    11,432,722 shares of common stock 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 shares valued at $20,000 to a brokerage firm for their
          services.
     o    991,250 shares valued at $19,825 for legal services.
     o    9,450,000 shares of common stock for cash of $19,000.

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

     o    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.
     o    500,000 shares to the Company's previous independent auditor to
          eliminate the Company's payable to him in the amount of $16,440.
     o    30,000,000 shares of common stock for cash of $30,000.

NOTE 5 - STOCK OPTIONS

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


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


                                      F-10
<PAGE>

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

NOTE 6 - 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 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
                                                       ===========

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 the Company agreed to issue 5,000,000 shares to a related
party for the acquisition of a non-producing oil and gas property located in
Montgomery County, Kansas. The previous owner had a carrying value of $155,114
which was the amount used in Golden Chief's financials.


NOTE 8 - LEASE OBLIGATION

The Company leases 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