UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549

                                  FORM 10-KSB/A
                                  Amendment #1

                   Annual Report Under Section 13 or 15 (d) of
                       the Securities Exchange Act of 1934


                  For the fiscal year ended September 30, 2006

                         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]

Indicate by check mark whether the registrant is a shell company  Yes [ ] No [X]
(as defined in Rule 12b-2 of the Exchange Act).


        State issuer's revenues for its most recent fiscal year $11,218.

The aggregate market value of the voting stock held by non-affiliates of the
registrant on September 30, 2006, was $1,113,282. The number of shares
outstanding of the registrant's common stock on September 30, 2006, was
275,436,360 shares.

<PAGE>

PART I

Item 1. Description of Business

(a) Business Development

Golden Chief Resources, Inc. ("Golden Chief or the Company") was originally
incorporated as Arts Antique Autos, Ltd., and changed its name to Golden Chief
Resources, Inc. on August 5, 1981. During the early 1980s, the Company engaged
in oil and gas operating, mining, real estate operations. During the mid-1980s,
Golden Chief lost its asset and revenue base due to economic conditions, and
liquidated assets and ceased operations in 1986, and the Company operated
briefly again in 1999 - 2002 after a change in control. Accordingly, the Company
remained dormant with no activity from 1987 - 1999 and again from 2002 until
December 2004.

During its fiscal year ended September 30, 2006, the Company was 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

On a very small scale Golden Chief has re-entered the oil and gas industry as a
producer but the prospect of growth is limited by the availability of sufficient
funds to pursue this on a more active basis. The Company currently has three
employees.

(c) Reports to Security Holders

The Company does 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, 2006, the assets consisted of only the Montgomery County
Pipeline, the Lindley lease, which produces oil, and the non-producing, Ownbey
and Troyer leases.

Oil and gas operations 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.

There are currently 4 oil wells on the Lindley lease in which the Company owns a
100% working interest.

Market for Oil and Gas Production

The market for oil and gas production is regulated by both the state and Federal
governments. The overall market is mature, and, with the exception of gas, all
producers in a producing region will receive the same price. Purchasers or

                                       2
<PAGE>

gatherers will typically purchase all crude oil offered for sale at posted field
prices which are adjusted for quality difference from the "Benchmark". Benchmark
is the price of Saudi Arabian light crude oil employed as the standard on which
OPEC price changes have been based. Oil pumped from wells is stored in tanks on
site where the purchaser normally picks up the oil at the well site, but in some
instances there may be deductions for transportation from the well head to the
sales point. Either Golden Chief or the purchaser handles payment disbursements
to both the working interest owners and the royalty interest owners.

During the year ended September 30, 2006, the following customers accounted for
greater than 10% of our oil and gas sales:

             CMT Inc.                   100%

Golden Chief has no other relationship with this customer. This concentration is
a matter of convenience for us rather than necessity since these customers are
active buyers in the areas where our wells are located, and prices between
potential customers vary little or not at all as prices are tied to the going
market rate for the commodity. If Golden Chief lost its largest customer,
management believes Golden Chief could quickly replace the lost customer with
other buyers paying comparable prices. Consequently, management does not believe
the loss of one or more of Golden Chief's major customers would have a material
adverse effect on its business.

Oil and Gas Reserves

The following table summarizes certain information regarding the estimated
proved oil reserves and estimated future net revenues of the Company and
attributable to the Company's net revenue interests in the Lindley lease in
Montgomery County, Kansas. Such estimated reserves are based upon an evaluation
report prepared by William W. Jackson, Petroleum Engineer of Richardson, Texas.
More information is located in Note 12 to the Financial Statements attached
hereto.

PROVED OIL RESERVES
September 30, 2006

                                                              (Barrels)
         Proved developed reserves:
                  Beginning of year                            10,761
                  Purchases of reserves in place                  -0-
                  Adjustments                                    (-0-)
                  Production                                     (231)
                           End of year                         10,530


All of the Company's reserves are located within the United States and consist
of crude oil. No estimates of reserves have been reported to or filed with any
other Federal authority or agency during the year presented.

The reserve data herein represent only estimates that are based on subjective
determinations. Accordingly, the estimates are expected to change, as additional
information becomes available. Further, estimates of gas reserves, of necessity,
are projections based on engineering and economic data. There are uncertainties
inherent in the interpretation of such data, and there can be no assurance that
the proved reserves set forth herein will ultimately be produced.

Proved developed producing reserves are those expected to be recovered from
currently producing zones under continuation of present operating methods.
Proved developed non-producing reserves consist of (i) reserves from wells which
have been completed and tested but are not yet producing due to lack of market
or minor completion problems which are expected to be corrected, and (ii)
reserves currently behind the pipe in existing wells and which are expected to
be productive due to both the well log characteristics and analogous production
in the immediate vicinity of the well. Proved undeveloped reserves are those
reserves which may be expected either from existing wells that will require
major expenditure to develop or from undrilled acreage adjacent to productive
units, which are reasonably certain of production when, drilled.

                                       3
<PAGE>

Impairment

Golden Chief has adopted SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets" and periodically evaluates, using independent
appraisals and projected undiscounted cash flows, the carrying value of its
long-lived assets and proved oil and gas properties whenever events or changes
in circumstances indicate that the carrying amount of an asset may not be
recoverable. In addition, long-lived assets to be disposed of are reported at
the lower of carrying value or fair value less cost to sell. Fair values used
for impairment identification are based on undiscounted cash flow amounts
determined by the reserve reports. During the fiscal year ended September 30,
2006, Golden Chief did not identify any properties requiring impairment.
Unproved oil and gas properties are periodically assessed for impairment
following the guidance provided in SFAS No. 19, "Financial Accounting and
Reporting by Oil and Gas Producing Companies".

Oil and Gas Property and Equipment

The Company uses the successful efforts method of accounting for its oil and gas
producing activities, which are located in Kansas. Costs to acquire mineral
interests in oil and gas properties, to drill and equip exploratory wells that
find proved reserves, and costs to drill and equip development wells are
capitalized. Costs to drill exploratory wells that do not find proved reserves
and geological and geophysical costs and costs of carrying and retaining
undeveloped properties are expensed.

Unproved oil and gas properties that are individually significant are
periodically assessed for impairment of value, and a loss is recognized at the
time of 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 or partial unit of a 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 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.

Accounting for Asset Retirement Obligations

Golden Chief accounts for the asset retirement obligations under the provisions
of FASB No. 143, which requires the fair value of the liability for an asset
retirement obligation be recognized in the period in which it is incurred. When
the liability is initially recorded, the offset is capitalized by increasing the
carrying amount of the long-lived asset. Over time, the liability is accreted to
its present value each period, and the capitalized cost is depreciated over the
useful life of the related asset. To settle the liability, the obligation is
paid, and to the extent there is a difference between the liability and the
amount of cash paid, a gain or loss upon settlement is recognized. No accretion
expense is included in "Depreciation, depletion, and amortization" in the
accompanying consolidated statement of operations for the year ended September
30, 2006 since the Company's estimates reflect that the remaining salvage value
of recoverable property exceeds the liability of the potential retirement
obligations.


Item 3. Legal Proceedings

As of February 15, 2007 there were no legal proceedings to which we were a
party, and no litigation is known to be pending.

                                       4
<PAGE>

Item 4. Submission of Matters to a Vote of Securities Holders

On December 21, 2006 the Company held a special shareholders meeting at which
the shareholders approved a resolution authorizing the Board of Directors to
evaluate the necessity of a reverse stock split and also to implement a reverse
stock split if they determine it to be necessary. The shareholders also ratified
the actions of the officers and directors since the last special shareholders
meeting on December 17, 2001.

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 $0.002 per share to
a high of $0.15 per share. The shares have been traded on the over the counter
bulletin board since late November of 2006. Our shares are traded on both
markets under the symbol GCHR.

As of September 30, 2006, certain options have been granted to investors as
follows: 2,500,000 shares at an exercise price of $0.05 per share with
expiration periods ending in early to mid 2007.

(b) Holders

As of September 30, 2006, there were approximately 2,200 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

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

During the fiscal year ended September 30, 2006 the Company began operating the
Lindley lease located in Montgomery County, Kansas. While production has been
minimal, the Company believes that additional development work on the lease can
be advantageous. The Company also entered into farmout agreements on leases
located in Jefferson County, Kansas and Chautauqua County, Kansas. At year-end a
test well had been drilled on the Jefferson County lease (the Noll lease) and
production casing has been set, and further completion procedures are planned.
The Noll well was completed as a producer and should be put on production
sometime in the Spring of 2007.

The Company continues to seek additional working capital which will allow the
Company to retain larger interests in the properties. Until we acquire this
additional working capital, the Company will be forced to operate using the
farmout method which results in a lower working and net revenue interest to the
Company.

                                       5
<PAGE>

During the current fiscal year the Company continued to raise needed funds
through the sale of common stock to existing shareholders. During the year we
sold 12,542,000 shares and received $149,000 in proceeds from these sales. In
order to continue operations the Company will need to continue to raise
additional funds from common stock sales or other sources.

Subsequent Events

On December 21, 2006 the Company held a special shareholders meeting at which
the shareholders approved a resolution authorizing the Board of Directors to
evaluate the necessity of a reverse stock split and also to implement a reverse
stock split if they determine it to be necessary. The shareholders also ratified
the actions of the officers and directors since the last special shareholders
meeting on December 17, 2001.

Subsequent to the end of the fiscal year, six additional wells were drilled on
the Ownbey lease in Chautauqua County, Kansas pursuant to a farmout agreement
which provides that the Company receive a "carried" working interest in the
wells. Production casing was set on all wells and completions operations will
begin in early 2007.

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 2006 the Company dismissed Malone-Bailey, PC, of Houston, Texas as
its independent auditor and appointed Turner, Stone, & Company LLP of Dallas,
Texas as its independent auditor. The Company made the change because of the
proximity of Turner, Stone & Company, LLP's location.

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. The Company has had no disagreements on accounting and
financial disclosure with its auditor or the previous auditors.

                                       6
<PAGE>

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, 2006, 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,
2006:

      Name               Age             Position                Director Since
      ----               ---             --------                --------------
B. Fred Oden, III        51    President and Director                  2004
Michael H. McIlvain      60    Executive Vice President and Director   1999
Hugh Fowler              50    Secretary and Director                  2004

Management.

B. Fred Oden III, age 51, Lewisville, Texas, has been President since August 1,
2006 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.

                                       7
<PAGE>

Michael H. McIlvain, age 60, Trophy Club, Texas is Executive Vice 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.

Hugh W. Fowler, age 50, 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

None

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, 2006 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, 2006

                 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      13.54%    See 1 below.
No Par Value     110 Seminole
                 Trophy Club, TX  76262

Common Stock     B. Fred Oden             12,775,000       4.64%    See 2 below.
No Par Value

Common Stock     Hugh Fowler               2,705,000        .98%
No Par Value     505 Tiffany Trail
                 Richardson, Texas

All directors and officers
as a group (3 persons)                    52,780,000      19.16%

There are no family relationships between the officers and directors.

     1.   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.

     2.   7,000,000 of Mr. Oden's shares are held by Sabine Operating Services,
          Inc. of which he is the President and majority shareholder.

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

(c) Changes in Control

None.

                                       8
<PAGE>

Item 12. Certain Relationships and Related Transactions

Sabine Operating Services, Inc. (Sabine), a company of which Mr. Oden is the
majority owner, operates the Kansas properties for the Company pursuant to a
joint operating agreement.

Item 13. Exhibits and Reports on Form 8-K

On February 15, 2007 a filing on Form 8-K was made informing that an amended
filing of the Company's 10-KSB dated September 30, 2005 was inadvertently made
without the consent of the then independent auditor, and that the financial
statements contained therein should not be relied upon.

A filing on Form 8-K was made on August 19, 2006 notifying of the dismissal of
Malone & Bailey, PC as its independent auditor and the appointment of Turner,
Stone and Company, LLP of Dallas, Texas as its independent auditor.

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.


                                   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:  February 20, 2007                 /s/  B. FRED ODEN, III
                                         --------------------------
                                         By: B. Fred Oden, III, President,
                                         Chief Executive Officer

Date:  February 20, 2007                 /s/  M. H. MCILVAIN
                                         --------------------------
                                         By: M. H. McIlvain, Executive Vice
                                         President, 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/ B. FRED ODEN, III      President & Director                February 20, 2007
-----------------------
B. Fred Oden, III


/s/ M. H. MCILVAIN         Exec. Vice President & Director     February 20, 2007
-----------------------
M. H. McIlvain


/s/ HUGH FOWLER            Secretary & Director                February 20, 2007
-----------------------
Hugh Fowler

                                        9
<PAGE>


                           Golden Chief Resources Inc.
                                  Balance Sheet
                                  September 30
                                      2006
A S S E T S
-----------

Current assets:
             Cash                                                   $       191
             Advances to related parties                                      4

                                                                    -----------
             Total current assets                                           195

Property & equipment
             Producing oil & gas property, net of depletion             155,991
             Furniture & fixtures, net of depreciation                   23,250
                                                                    -----------
                  Total                                                 179,241

Other assets
             Non-producing oil & gas properties                          95,000
             Montgomery pipeline                                         34,789
                                                                    -----------
                  Total                                                 129,789

             Total assets                                           $   309,225
                                                                    ===========


L I A B I L I T I E S  and  S T O C K H O L D E R S'  E Q U I T Y
-----------------------------------------------------------------

Current liabilities
             Accounts payable                                       $    19,863

                                                                    -----------
             Total current liabilities                                   19,863

Stockholders' equity
             Common stock, no par value
             authorized 500,000,000 shares; 275,436,360
             issued and outstanding
             Additional paid-in capital                               5,253,281
             Accumulated deficit                                     (4,963,919)
                                                                    -----------

             Total stockholders' equity                                 289,362
                                                                    -----------

             Total liabilities and stockholders' equity             $   309,225
                                                                    ===========

                                       F-1
<PAGE>

                          Golden Chief Resources, Inc.
                            Statements of Operations

                                                      For the Years Ended
                                                         September 30
                                                    2006               2005
                                               -------------      -------------



Revenue
  Oil and gas                                  $      11,218      $        --
  Other income                                          --                 --
                                               -------------      -------------
  Total revenue                                       11,218               --

Cost of revenues
  Lease operating expenses                            51,937               --
  Depletion                                            3,313               --
                                               -------------      -------------
              Total cost of revenues                  55,250               --

Gross margin                                         (44,032)              --

Operating expenses
  Compensation expense                                  --              230,206
  Consulting fees                                     24,500             49,050
  Depreciation                                         1,750               --
  Professional fees                                   35,243             34,883
  Public relations                                     4,721              1,250
  Travel                                               6,368              6,173
  Rent                                                15,725             11,290
  Other                                               50,144            751,026
                                               -------------      -------------
       Total operating expenses                      138,451          1,083,878
                                               -------------      -------------

Loss from operations                                (182,483)        (1,083,878)

Other income/(expenses)                                 --                 --

Net loss                                       $    (182,483)     $  (1,083,878)

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

Weighted average shares outstanding              268,155,193        232,002,781
                                               =============      =============

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

                                           Golden Chief Resources Inc.
                             Statements of Changes in Stockholders' Equity/(Deficit)
                                 For the Years Ended September 30, 2005 and 2006


                                            Common Stock          Additional                             Total
                                               Shares               Paid in        Accumulated       Stockholders'
                                            No Par Value            Capital           Deficit      Equity/(Deficit)
                                            ------------          -----------      ------------    ---------------
<S>                                         <C>                  <C>              <C>                <C>
Balances September 30, 2004                  132,578,710          $ 3,658,732      $ (3,697,558)      $ (38,826)

Shares issued for:

   Cash                    10/04               7,700,000                7,000                             7,000
   Consulting fees         11/04               7,000,000               95,000                            95,000
   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              841,036                           841,036
   Property acquisition    01/05               2,000,000               34,789                            34,789
   Cash                    2/05                  400,000               10,000                            10,000
   Cash                    03/05               1,200,000               30,000                            30,000
   Cash                    04/05                 900,000               20,000                            20,000
   Cash                    06/05               1,624,400               40,610                            40,610
   Cash                    07/05                 800,000               20,000                            20,000
   Cash                    08/05                 250,000                5,000                             5,000
   Cash                    09/05               1,950,000               45,000                            45,000
   Property acquisition    09/05               5,000,000              155,114                           155,114
   Services                09/05                 991,250               20,000                            20,000
Net loss                                                                             (1,083,878)     (1,083,878)

Balances September 30, 2005                  260,394,360          $ 5,079,281      $ (4,781,436)      $ 297,845
                                             -----------          -----------      ------------       ---------

Shares issued for:
  Cash                     10/05                 540,000               13,500                            13,500
  Cash                     11/05                 200,000                5,000                             5,000
  Cash                     12/05               1,102,000               22,500                            22,500
  Cash                     01/06               2,020,000               40,500                            40,500
  Cash                     02/06                 140,000                3,500                             3,500
  Furniture                02/06               2,500,000               25,000                            25,000
  Cash                     03/06                 740,000               16,000                            16,000
  Cash                     04/06               1,000,000               10,000                            10,000
  Cash                     05/06                 700,000                7,000                             7,000
  Cash                     06/06               5,800,000               28,000                            28,000
  Cash                     07/06                 300,000                3,000                             3,000
Net loss                                                                               (182,483)       (182,483)

Balances September 30, 2006                  275,436,360          $ 5,253,281      $ (4,963,919)      $ 289,362
                                             ===========          ===========      ============       =========






                                                       F-3
<PAGE>

                             Golden Chief Resources Inc.
                              Statements of Cash Flows
                    For the Years Ended September 30, 2006 & 2005


Cash Flows from Operating Activities:                          2006           2005
                                                           -----------    -----------

           Net Loss                                        $  (182,483)   $(1,083,878)
           Adjustments to reconcile net loss to net cash
             used in operating activities:
             Depreciation                                        1,750           --
             Depletion                                           3,313           --
             Stock issued for services                            --          906,036
           Changes in:
             Accounts payable                                   (6,382)         3,364
             Accrued expenses                                     --           (6,000)


Net Cash Used in Operating Activities                         (183,802)      (180,478)

Cash Flows from Investing Activities:
           Purchase of equipment                                  --           (4,190)
           Advances to related parties                         (91,918)       (27,904)
           Repayments from related parties                     119,818           --
                                                           -----------    -----------
Net Cash Provided by (Used) In Investing Activities             27,900        (32,094)

Cash Flows from Financing Activities:

           Proceeds of stock sales                             149,000        229,610
           Repayments to related parties                          --          (10,170)
                                                           -----------    -----------

Net Cash Provided By Financing Activities                      149,000        219,440

Net Increase (Decrease) in Cash                                 (6,902)         6,868

Cash & cash equivalents
           Beginning of year                                     7,093            225
                                                           -----------    -----------

End of year                                                $       191    $     7,093
                                                           ===========    ===========

Supplementary Disclosure:
           Cash Paid for Interest                          $      --      $      --
           Cash Paid for Taxes                                    --             --

Non-cash transactions:
           Shares issued:
             For oil and gas properties                           --          189,903
             For services                                         --          906,036
             For furniture and equipment                        25,000           --


                                       F-4
</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 September 30, 2006.

OIL AND GAS PROPERTIES

Method of Accounting for Oil and Gas Properties

The Company uses the successful efforts method of accounting for oil and gas
producing activities, as set forth in the Statement of Financial Accounting
Standards (SFAS) No. 19 "Financial Accounting and Reporting by Oil and Gas
Producing Companies." Costs to acquire mineral interests in oil and gas
properties, to drill and equip exploratory wells that find proved reserves, and
to drill and equip development wells 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 as incurred.

                                       F-5
<PAGE>

Unproved oil and gas properties that are individually significant are assessed
annually for impairment of value, and a loss is recognized at the time of
impairment by providing an impairment valuation allowance (See "Impairment"
below). Other unproved properties are amortized based on the Company's
experience of successful drilling and average holding period. Capitalized costs
of producing oil and gas properties, after considering estimated dismantlement
and abandonment costs and estimated residual salvage values, are depreciated and
depleted by the units-of-production method. For the year ended September 30,
2006, the Company recorded depletion expense totaling $3,313. All of the
Company's reserves are located within the United States.

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 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, 2006, there was no impairment of the Company's long-lived assets.

Impairment

The Company has adopted SFAS No. 144, "Accounting for the Impairment or Disposal
of Long-Lived Assets" and periodically evaluates, using independent appraisals
and projected undiscounted cash flows, the carrying value of its long-lived
assets and proved oil and gas properties whenever events or changes in
circumstances indicate that the carrying amount of an asset may not be
recoverable. In addition, long-lived assets to be disposed of are reported at
the lower of carrying value or fair value less cost to sell. Fair values used
for impairment identification are based on discounted cash flow amounts
determined by the reserve reports. There were no impairment charges for the year
ended September 30, 2006. Unproved oil and gas properties are periodically
assessed for impairment following the guidance provided in SFAS No. 19,
"Financial Accounting and Reporting by Oil and Gas Producing Companies".

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.

                                       F-6
<PAGE>

EARNINGS PER SHARE

Generally accepted accounting principles 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 2006.

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

In December 2004 FASB issued Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123(R)") which requires companies
to recognize in the statement of operations all share-based payments to
employees, including grants of employee stock options based on their fair
values. Accounting for share-based compensation transactions using the intrinsic
method supplemented by pro forma disclosures will no longer be permissible. In
April 2005 the SEC issued a ruling that SFAS 123(R) is now effective for annual,
rather than interim, periods that begin for small pubic entities after December
15, 2005. The Company has not yet completed its analysis of the impact of
adopting SFAS 123(R). The Company has not granted any options to employees in
the past two fiscal years.

GOING CONCERN

As shown in the accompanying financial statements, Golden Chief incurred
recurring net losses of $182,483 and $1,083,878 in years ended September 30,
2006 and 2005, respectively, has an accumulated deficit of $4,963,919 and has
minimal working capital. These conditions raise substantial doubt as to Golden
Chief's 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 2 - RECLASSIFICATIONS OF ITEMS IN PREVIOUSLY ISSUED FINANCIAL STATEMENTS

These financial statements include reclassifications from previously issued
financial statements as of September 30, 2005. These reclassifications had no
effect on net income, or the calculation of earnings per share. 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.

                                       F-7
<PAGE>

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: OIL AND GAS PROPERTIES

The Company acquired an interest in a non-producing lease during fiscal year
2005, and put it in production late in calendar year 2005. Disclosures of
unaudited information regarding reserves are presented at Note 12.

Asset Retirement Obligations

Effective January 1, 2003, the Company adopted SFAS No. 143, "Accounting for
Asset Retirement Obligations". Pursuant to this accounting standard, the Company
did not recognize additional net liabilities at September 30, 2006, for asset
retirement obligations related to the future costs of plugging and abandoning
its oil and gas properties, the removal of equipment and facilities from lease
acreage and returning such land to its original condition. These costs reflect
the legal obligations associated with the normal operation of oil and gas
properties and were capitalized by increasing the carrying amounts of the
related long-lived assets by the fair value of these obligations, discounted to
their present value.

No accretion expense is included in "Depreciation, depletion, and amortization"
in the accompanying statement of operations for the year ended September 30,
2006 since the Company's estimates reflect that the remaining salvage value of
recoverable property exceeds the liability of the potential retirement
obligations.

NOTE 4 - STOCK TRANSACTIONS

During the fiscal year ended September 30, 2006 we sold 12,542,000 shares and
received $149,000 in proceeds from these sales.


At September 30, 2006, 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 lists the options outstanding at September 30, 2006.

                            Date of
Grantee                      Grant       Exp. Date      Price      # Shares
-------                      -----       ---------      -----      --------
Lampe Family Partnership    1/15/2006    2/28/2007      $ 0.05     1,000,000
Jai Gaur                     3/3/2006    4/15/2007      $ 0.05       500,000
Mark Clement                4/27/2006     6/1/2007      $ 0.05     1,000,000


                                       F-8
<PAGE>

The following table is an analysis of options for the purchased of Golden
Chief's common stock outstanding as of September 30, 2006 & 2005.

                                     2006                      2005
                         --------------------------  ------------------------
                                          Weighted                  Weighted
                                          Average                    Average
                                          Exercise                  Exercise
                            Shares        Price        Shares         Price
                         ------------  ------------  -----------  -----------
Outstanding, beginning
  of year                     200,000  $       0.12      250,000  $      0.12
Granted                     2,500,000           .05            -            -
Expired/Cancelled            (200,000)         0.12      (50,000)        0.20
Exercised                           -             -            -            -
                         ------------  ------------  -----------  -----------
Outstanding end of year     2,500,000  $       0.05      200,000  $      0.10
                         ============  ============  ===========  ===========
Exercisable                 2,500,000  $       0.05      200,000  $      0.10
                         ============  ============  ===========  ===========


                              Outstanding                     Exercisable
                    --------------------------------  --------------------------
                                   Weighted
                      Number       Average     Weighted    Number       Weighted
                    Outstanding    Remaining   Average   Exercisable    Average
Range of            at Sept. 30,  Contractual  Exercise  at Sept. 30,   Exercise
Exercise Prices        2006          Life       Price       2006         Price
---------------     ----------    ----------   --------  ----------     --------
  $ 0.05            2,500,000       7 Months   $  0.05    2,500,000      $ 0.05
                    ----------    ----------   --------  ----------     --------
   Total              200,000       7 Months   $  0.10    2,500,000      $ 0.10
                    ==========    ==========   ========  ==========     ========


The outstanding options were purchased by the holders as part of their purchase
of restricted common shares on or about the issue date of the options. The only
change in outstanding options during the fiscal year 2006 was the expiration of
200,000 options and the awarding of 2,500,000 exercisable at $.05. Additionally,
no options were granted, modified or awarded for the year ended September 30,
2005.

In December 2004 FASB issued Statement of Financial Accounting Standards No. 123
(revised 2004), "Share-Based Payment" ("SFAS 123(R)") which requires companies
to recognize in the statement of operations all share-based payments to
employees, including grants of employee stock options based on their fair
values. Accounting for share-based compensation transactions using the intrinsic
method supplemented by pro forma disclosures will no longer be permissible. In
April 2005 the SEC issued a ruling that SFAS 123(R) is now effective for annual,
rather than interim, periods that begin for small pubic entities after December
15, 2005. The Company has not yet completed its analysis of the impact of
adopting SFAS 123(R).

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 2006 and 2005, 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 $4,057,883 at
September 30, 2006, and will expire in the years 2014 through 2026.

At September 30, 2006, deferred tax assets consisted of the following:

       Deferred tax assets
         Net operating losses                                $ 1,500,119
         Less:  valuation allowance                           (1,500,119)
                                                             -----------

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

                                       F-9
<PAGE>

NOTE 7 - RELATED PARTY TRANSACTIONS

In December of 2004 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 $15,725 for the year ended September 30, 2006. The
Company continues to lease the space on a month to month basis.


NOTE 12: DISCLOSURES REGARDING OIL AND GAS PRODUCING ACTIVITIES (UNAUDITED)

The Company acquired its main oil producing interest during the year ended
September 30, 2006.

         Reserve Quantities of Oil

                                         (Barrels)
Proved developed reserves:
Beginning of year                          10,761
Purchases of reserves in place                -0-
Adjustments                                   -0-
Production                                   (231)

End of year                                10,530


All of the Company's reserves are located within the United States. No estimates
of reserves have been reported to or filed with any other Federal authority or
agency during the year presented.




                                      F-10