UNITED STATES SECURITIES AND EXCHANGE
COMMISSION Washington, D.C. 20549

# FORM 10-QSB

(Mark One)

| | [X] | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
          OF 1934
| | --- | -------------------------------------------------------------------------------------------------

For the quarterly
period ended JUNE 30, 2004

| | [   ] | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
| | ----- | -------------------------------------------------------------------------------------------------

Commission file number
0-12809

# GOLDEN CHIEF
RESOURCES, INC.(Exact name of small business issuer as specified in its charter)

Commission file number
0-12809

|State of Kansas                                                | 48-0846635                        
|-------------------------------------------------------------- | ----------------------------------
|(State or other jurisdiction of
incorporation or organization) | (I.R.S. Employer
Identification #)

1711 E. Frankford,
Suite 104, Carrollton, Texas 75006(Address of principal
executive offices)

(214) 731-8844(Issuers
telephone number, including area code)

Indicate the number of shares outstanding
of each of the issuers classes of common stock, as of the latest practicable date.

There were 127,578,710 shares of common stock, No Par Value,
                                              outstanding as of June 30, 2004.

Transitional Small Business Disclosure Format (check one);
  Yes [  ]  No [X]

-1-

# PART I. FINANCIAL
INFORMATION

# Item 1. Financial Statements

Golden Chief Resources Inc.
    (A Development Stage Enterprise)
    Balance Sheet
    (Unaudited)

|                                                                 | June 30
2004 | September 30
2003
|---------------------------------------------------------------- | ------------ | -----------------
|A S S E T S                                                      |              |                  
|Current Assets:                                                  |              |                  
|Cash                                                             |              |                  
|                                                                 |              |                  
|Total Current Assets                                             |              |                  
|                                                                 |              |                  
|Total Assets                                                     |              |                  
|                                                                 |              |                  
|L I A B I L I T I E S and S T O C K H O L D E R S' D E F I C I T |              |                  
|Current Liabilities                                              |              |                  
|Accounts Payable                                                 |              |                  
|Accrued Expenses - Related Party                                 |              |                  
|                                                                 |              |                  
|Total Current Liabilities                                        |              |                  
|Stockholders' Deficit                                            |              |                  
|Common Stock, no par value                                       |              |                  
|authorized 500,000,000 shares;                                   |              |                  
|and 72,078,710 issued and outstanding                            |              |                  
|Additional Paid-In Capital                                       |              |                  
|Accumulated Deficit                                              |              |                  
|Deficit accumulated during the development stage                 |              |                  
|                                                                 |              |                  
|Total Stockholders' Deficit                                      |              |                  
|Total Liabilities and Stockholders' Deficit                      |              |                  
|                                                                 |              |                  

-2-

Golden Chief
Resources, Inc.        A Development Stage Enterprise
                             Statement of Operations
             For Three and Nine Months Ended June 30, 2004 and 2003
                                   (Unaudited)

|                                    | Cumulative
During the
Development | Three Months | Nine Month |            |  
|----------------------------------- | --------------------------------- | ------------ | ---------- | ---------- | -
|
|Revenue                             |                                   |              |            |            |  
|Oil and gas                         |                                   |              | $          | 205,395    |  
|Other income                        |                                   |              |            | --         |  
|                                    |                                   |              |            |            |  
|Total Revenue                       |                                   |              |            | 205,395    |  
|Cost of Revenues                    |                                   |             
|Lease operating expenses            |                                   |              |            | 223,417    |  
|Depletion                           |                                   |              |            | 29,254     |  
|                                    |                                   |              |            |            |  
|Total  Cost of Revenues             |                                   |              |            | 252,671    |  
|Gross Profit                        |                                   |              |            | (47,276    | )
|                                    |                                   |              |            |            |  
|Operating Expenses                  |                                   |             
|Personnel costs                     |                                   |              |            | 813,482    |  
|Consulting fees                     |                                   |              |            | 913,200    |  
|Professional fees                   |                                   |              |            | 583,887    |  
|Public relations                    |                                   |              |            | 183,140    |  
|Travel                              |                                   |              |            | 83,285     |  
|Rent                                |                                   |              |            | 16,290     |  
|Other                               |                                   |              |            | 100,148    |  
|                                    |                                   |              |            |            |  
|Total Operating Expenses            |                                   |              |            | 2,693,432  |  
|                                    |                                   |              |            |            |  
|Income from Operations              |                                   |              |            | (2,740,708 | )
|Other Income/(Expenses)             |                                   |              |            | --         |  
|Gain/(loss) on sale of investments  |                                   |              |            | 41,331     |  
|Unrealized gain on investments      |                                   |              |            | 13,468     |  
|Interest income                     |                                   |              |            | 631        |  
|                                    |                                   |              |            |            |  
|Income before income taxes          |                                   |              |            | (2,685,278 | )
|Income taxes                        |                                   |              |            | --         |  
|                                    |                                   |              |            |            |  
|Net Income                          |                                   |              | $          | (2,685,278 | )
|                                    |                                   |              |            |            |  
|Earnings per Share                  |                                   |              | $          | (0.07      | )
|                                    |                                   |              |            |            |  
|Weighted Average Shares Outstanding |                                   |              |            | 40,346,136 |  
|                                    |                                   |              |            |            |  

-3-

Golden Chief Resources Inc.
    (A Development Stage Enterprise)
    Statement of Changes in Stockholders' DeficitFrom the Period August 1998 to June 30, 2004

|                                       |  | Common StockShares | Common StockAmount | Additional
Paid In
Capital | Deficit
Accumulated
During the
Development
Stage | Accumulated
Deficit | Total
Stockholders'
Deficit | 
|-------------------------------------- |  | ------------------ | ------------------ | -------------------------- | ------------------------------------------------ | ------------------- | --------------------------- | 
|Balance October 1, 1996                |  |                    |                    |                            |                                                  |                     | 3,221,715                   | 
|Net loss                               |  |                    |                    |                            |                                                  |                     | --                          | 
|                                       |  |                    |                    |                            |                                                  |                     |                             | 
|Balance September 30, 1997             |  |                    |                    |                            |                                                  |                     | 3,221,715                   | 
|Stock issued for services and expenses |  |                    | 9/98               |                            |                                                  |                     | 1,594,100                   | 
|Net loss                               |  |                    |                    |                            |                                                  |                     | --                          | 
|                                       |  |                    |                    |                            |                                                  |                     |                             | 
|Balance September 30, 1998             |  |                    |                    |                            |                                                  |                     | 4,815,815                   | 
|Shares issued for:                     |  |                   
|Expenses                               |  |                    | 10/98              |                            |                                                  |                     | 568,892                     | 
|Marketable securities                  |  |                    | 12/98              |                            |                                                  |                     | 721,932                     | 
|Cash                                   |  |                    | 01/99              |                            |                                                  |                     | 33,000                      | 
|Marketable securities                  |  |                    | 02/99              |                            |                                                  |                     | 89,460                      | 
|Consulting                             |  |                    | 03/99              |                            |                                                  |                     | 50,000                      | 
|Cash                                   |  |                    | 04/99              |                            |                                                  |                     | 20,000                      | 
|Expenses                               |  |                    | 04/99              |                            |                                                  |                     | 20,000                      | 
|Cash                                   |  |                    | 07/99              |                            |                                                  |                     | 45,000                      | 
|Marketable securities                  |  |                    | 07/99              |                            |                                                  |                     | 137,500                     | 
|Net loss                               |  |                    |                    |                            |                                                  |                     |                             | 
|                                       |  |                    |                    |                            |                                                  |                     |                             | 
|Balance September 30, 1999             |  |                    |                    |                            |                                                  |                     | 6,501,599                   | 
|Shares issued for:                     |  |                   
|Oil and gas properties                 |  |                    | 10/99              |                            |                                                  |                     | 9,750,000                   | 
|Cash                                   |  |                    | 10/99              |                            |                                                  |                     | 25,000                      | 
|Cash                                   |  |                    | 11/99              |                            |                                                  |                     | 5,000                       | 
|Cash and subscription                  |  |                    | 12/99              |                            |                                                  |                     | 10,000                      | 
|Cash                                   |  |                    | 01/00              |                            |                                                  |                     | 5,100                       | 
|Cash                                   |  |                    | 02/00              |                            |                                                  |                     | 26,000                      | 
|Cash                                   |  |                    | 03/00              |                            |                                                  |                     | 14,500                      | 
|Cash                                   |  |                    | 06/00              |                            |                                                  |                     | 27,000                      | 
|Public relations services              |  |                    | 06/00              |                            |                                                  |                     | 50,000                      | 
|Professional services                  |  |                    | 07/00              |                            |                                                  |                     | 150,000                     | 

-4-

Golden Chief Resources Inc.
    (A Development Stage Enterprise)
    Statement of Changes in Stockholders' DeficitFrom the Period August 1998 to June 30, 2004 Continued

|                                  |  | Common StockShares | Common StockAmount | Additional
Paid In
Capital | Deficit
Accumulated
During the
Development
Stage | Accumulated
Deficit | Total
Stockholders'
Deficit |  
|--------------------------------- |  | ------------------ | ------------------ | -------------------------- | ------------------------------------------------ | ------------------- | --------------------------- | -
|Cash                              |  |                    | 08/00              |                            |                                                  |                     | 10,000                      |  
|Nonmarketable securities          |  |                    | 09/00              |                            |                                                  |                     | 400,000                     |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance September 30, 2000        |  |                    |                    |                            |                                                  |                     | 16,974,199                  |  
|Shares issued for:                |  |                   
|Oil and gas properties            |  |                    | 10/00              |                            |                                                  |                     | 4,924,500                   |  
|Professional services             |  |                    | 10/00              |                            |                                                  |                     | 200,000                     |  
|Options granted                   |  |                    | 03/01              |                            |                                                  |                     |                             |  
|Oil and gas properties            |  |                    | 04/01              |                            |                                                  |                     | 5,380,000                   |  
|Professional services             |  |                    | 04/01              |                            |                                                  |                     | 400,000                     |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance September 30, 2001        |  |                    |                    |                            |                                                  |                     | 27,878,699                  |  
|Shares issued for:                |  |                   
|Consulting services               |  |                    | 12/01              |                            |                                                  |                     | 3,500,000                   |  
|Legal services                    |  |                    | 12/01              |                            |                                                  |                     | 1,000,000                   |  
|Consulting services               |  |                    | 01/02              |                            |                                                  |                     | 2,900,000                   |  
|Legal services                    |  |                    | 01/02              |                            |                                                  |                     | 200,000                     |  
|Consulting services               |  |                    | 02/02              |                            |                                                  |                     | 6,000,000                   |  
|Consulting services               |  |                    | 03/02              |                            |                                                  |                     | 1,200,000                   |  
|Legal services                    |  |                    | 04/02              |                            |                                                  |                     | 4,000,000                   |  
|Reverse asset acquisition         |  |                    | 05/02              |                            |                                                  |                     | (400,000                    | )
|Legal services                    |  |                    | 05/02              |                            |                                                  |                     | 2,000,000                   |  
|Professional services             |  |                    | 06/02              |                            |                                                  |                     | 800,000                     |  
|Legal services                    |  |                    | 06/02              |                            |                                                  |                     | 3,000,000                   |  
|Director and officer compensation |  |                    | 09/02              |                            |                                                  |                     | 15,000,000                  |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance September 30, 2002        |  |                    |                    |                            |                                                  |                     | 67,078,699                  |  
|Rounding                          |  |                    |                    |                            |                                                  |                     | 11                          |  
|Stock Issued                      |  |                    | 05/03              |                            |                                                  |                     | 5,000,000                   |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance September 30, 2003        |  |                    |                    |                            |                                                  |                     | 72,078,710                  |  
|Shares issued for:                |  |                    |                    |                            |                                                  |                     |                             |  
|Cash                              |  |                    |                    |                            |                                                  |                     | 10,000,000                  |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance December 31, 2003         |  |                    |                    |                            |                                                  |                     | 82,078,710                  |  
|Shares issued for:                |  |                   
|Reduce payable                    |  |                    | 01/04              |                            |                                                  |                     | 30,000,000                  |  
|Reduce payable                    |  |                    | 02/04              |                            |                                                  |                     | 500,000                     |  
|Cash                              |  |                    | 03/04              |                            |                                                  |                     | 15,000,000                  |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance March 31, 2004            |  |                    |                    |                            |                                                  |                     | 127,578,710                 |  
|Net loss                          |  |                    |                    |                            |                                                  |                     |                             |  
|                                  |  |                    |                    |                            |                                                  |                     |                             |  
|Balance June 30, 2004             |  |                    |                    |                            |                                                  |                     | 127,578,710                 |  

-5-

# Golden Chief Resources,
Inc.

Golden Chief Resources Inc.
    (A Development Stage Enterprise)
                             Statement of Cash Flows
                                   (Unaudited)

|                                              | For the Nine Months Ended
June 30 | Cumulative
During the
Development |  
|--------------------------------------------- | --------------------------------- | --------------------------------- | -
|
|Net (Loss)                                    |                                   |                                   | $
|Adjustments to reconcile net loss to net cash |                                   |                                  
|provided by operating activities:             |                                   |                                  
|Depletion                                     |                                   |                                   |  
|Amortization of prepaid expenses              |                                   |                                   |  
|Gain on sale of marketable securities         |                                   |                                   |  
|Gain on disposal of assets                    |                                   |                                   |  
|Stock Issued for Services                     |                                   |                                   |  
|Change in assets and liabilities:             |                                   |                                  
|Decrease(increase) in:                        |                                   |                                  
|Accounts receivable                           |                                   |                                   |  
|Increase(Decrease) in:                        |                                   |                                  
|Accounts Payable                              |                                   |                                   |  
|Accrued expenses                              |                                   |                                   |  
|                                              |                                   |                                   |  
|Net Cash Used in  Operating Activities        |                                   |                                   |  
|Cash Flows from Investing Activities:         |                                   |                                  
|Purchase oil and gas properties               |                                   |                                   |  
|Proceeds from sale of securities              |                                   |                                   |  
|Purchase of marketable securities             |                                   |                                   |  
|                                              |                                   |                                   |  
|Net Cash Provided from  Investing Activities  |                                   |                                   |  
|Cash Flows from Financing Activities:         |                                   |                                  
|Proceeds of stock sales                       |                                   |                                   |  
|Proceeds of short term debt                   |                                   |                                   |  
|Repayment from short term notes               |                                   |                                   |  
|Repayment of net profits interest payable     |                                   |                                   |  
|                                              |                                   |                                   |  
|Net Cash Used In Financing Activities         |                                   |                                   |  
|Net Increase (Decrease) in Cash               |                                   |                                   |  
|Cash -Beginning of year                       |                                   |                                   |  
|                                              |                                   |                                   |  
|Cash -End of year                             |                                   |                                   | $
|                                              |                                   |                                   |  

-6-

Golden Chief Resources Inc.
    (A Development Stage Enterprise)
    Statement of Cash Flows(Unaudited)Continued

|                                         | For the Nine Months Ended
June 30 | Cumulative
During the
Development |   
|---------------------------------------- | --------------------------------- | --------------------------------- | --
|
|Supplementary Disclosure:                |                                   |                                   |   
|Cash Paid for Interest                   |                                   |                                   | $-
|Cash Paid for Taxes                      |                                   |                                   | --
|Non-cash transactions:                   |                                   |                                  
|Shares Issued for Services               |                                   |                                  
|Various expenses                         |                                   |                                   | --
|Consulting                               |                                   |                                   | --
|Professional services                    |                                   |                                   | --
|Marketable securities                    |                                   |                                   | --
|Prepaid professional services            |                                   |                                   | --
|Prepaid public relations services        |                                   |                                   | --
|Non-Marketable securities                |                                   |                                   | --
|Value of options granted as compensation |                                   |                                   | --
|Fixed assets acquired with:              |                                   |                                  
|Oil and gas properties                   |                                   |                                   | --
|Net profits interest payable assumed in  |                                   |                                   | --
|purchase                                 |                                   |                                  

-7-

Golden Chief Resources,
Inc. (A Development Stage
Enterprise)

Notes to Financial
Statements  Three and Nine Months
Ended June 30, 2004 and 2003

GENERAL INFORMATION

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.

DEVELOPMENT STAGE
ENTERPRISE

Due to the loss of assets and
operations in 1986, the Companys current activity is the initiation of a new phase.
As a result, the Company has reemerged as a development stage enterprise. The Company will
continue to be considered to be in a development stage until it has begun significant
operations and is generating significant revenues.

The unaudited interim financial
statements of the Company as of June 30, 2004 and for the three and nine months ended June
30, 2004, included herein have been prepared in accordance with the instructions for Form
10QSB under the Securities Exchange Act of 1934, as amended, and Article 10 of Regulation
S-X under the Securities Act of 1933, as amended. The June 30, 2004 Balance Sheet was
derived from audited financial statements, but does not include all disclosures required
by generally accepted accounting principles. Certain information and note disclosures
normally included in financial statements prepared in accordance with generally accepted
accounting principles have been condensed or omitted pursuant to such rules and
regulations relating to interim consolidated financial statements.

In the opinion of management, the
accompanying consolidated unaudited interim financial statements reflect all adjustments,
consisting only of normal recurring adjustments, necessary to present fairly the financial
position of the Company at June 30, 2004, and the results of their operations for the
three and nine months ended June 30, 2004, the period from remerging as a development
stage enterprise (1986) to September 30, 2003, and the period from emerging as a
development stage enterprise (1986) to June 30, 2004, and their cash flows for the same
periods.

The results of operations for such
periods are not necessarily indicative of results expected for the full year or for any
future period. These financial statements should be read in conjunction with the audited
consolidated financial statements as of September 30, 2003 and related notes included in
the Companys Form 10-KSB filed with the Securities and Exchange Commission.

NOTE 1. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

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, 2003, there was no
impairment of the Companys long-lived assets.

-8-

INCOME TAXES

Deferred tax assets and liabilities
are recognized for the future tax consequences attributable to differences between the
financial statement carrying amounts of existing assets and liabilities and their
respective tax bases. Deferred tax assets, including tax loss and credit carry-forwards,
and liabilities are measured using enacted tax rates expected to apply to taxable income
in the years in which those temporary differences are expected to be recovered or settled.
The effect on deferred tax assets and liabilities of a change in tax rates is recognized
in income in the period that includes the enactment date. Deferred income tax expense
represents the change during the period in the deferred tax assets and deferred tax
liabilities. The components of the deferred tax assets and liabilities are individually
classified as current and non-current based on their characteristics. Deferred tax assets
are reduced by a valuation allowance when, in the opinion of management, it is more likely
than not that some portion or all of the deferred tax assets will not be realized. The
Company has recorded a 100% valuation allowance against net deferred tax assets due to
uncertainty of their ultimate realization.

The Companys differences arise
principally from the difference in the way oil and gas assets are deducted and from the
deductibility 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 reflects 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 2003 or 2002.

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. The Company had no cash
equivalents at June 30, 2004.

FAIR VALUE OF FINANCIAL
INSTRUMENTS

Management estimates that the
carrying value of financial instruments reported in the financial statements approximates
their fair values.

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.

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.

-9-

LEASE

The Company leases its office space
under a month-to-month lease. Rent expense totaled $1,800 for the year ended September 30,
2002.

Recent Accounting
Pronouncements

In April 2003, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard (SFAS) No.
149, Amendment of Statement 133 on Derivative Instruments and Hedging Activities. The
Statement further clarifies accounting for derivative instruments. The company believes
the adoption of this Statement will have no material impact on its financial statements.

In May 2003, the FASB issued
Statement of Financial Accounting Standards No. 150, Accounting for Certain
Financial Instruments with Characteristics of both Liabilities and Equity,
(SFAS 150). SFAS 150 establishes standards for how an issuer classifies and
measures certain financial instruments with characteristics of both liabilities and
equity. It requires that an issuer classify a financial instrument that is within its
scope as a liability (or an asset in some circumstances). Many of those instruments were
previously classified as equity. SFAS 150 is effective for financial instruments entered
into or modified after May 31, 2003, and otherwise is effective at the beginning of the
first interim period beginning after June 15, 2003. We do not believe the adoption of SFAS
150 will have a material impact on our consolidated financial statements.

NOTE 2: 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.

NOTE 3: STOCK TRANSACTIONS

During the previous quarter the
Company agreed to issue 30,000,000 shares of the Companys common stock to the
Companys executive vice president to reduce the Companys payable to him by
$30,000. The Company issued 500,000 shares to the Companys previous independent
auditor to eliminate the Companys payable to him in the amount of $16,440. The
Company also arranged to sell 15,000,000 shares for $15,000 cash to be used in reducing
payables and securing the audits necessary to bring the Companys SEC filings up to
date.

During the quarter ended December 31,
2003 the Company arranged for the sale of 10,000,000 shares of the Companys common
stock for $10,000 with such funds to be used in reducing payables and securing the audits
to bring the Companys SEC filings up to date.

In December 2001, a 1 for 10 reverse
split of the Companys stock was approved at a special stockholders meeting.
All share issuances and per- share information, along with option information, in the
financial statements and notes have been restated to reflect the effects of the reverse
split. It has been estimated that ten additional shares will be issued as a result of the
decision to round any stockholder of less than one share after the reverse split up to one
share.

During September 1998, the Board
approved the issuance of 1,594,100 shares of common stock to its President and Secretary
for past services provided to the Company valued at $1,000 and reimbursement of expenses
totaling $594.

During the quarter ended December 31,
1998, the Company issued 538,892 shares valued at $2,177 to officers and directors or
their assignees for expenses incurred on behalf of the Company. Additionally, 30,000
shares valued at $300 were issued for investment banking services and 721,932 shares
valued at $7,219 were issued to a related entity in exchange for marketable securities.
During the last three quarters ending September 30, 1999, the Company issued 98,000 shares
for $14,300 cash, 226,960 shares to related parties for marketable securities, and 70,000
shares valued at $14,000 for consulting and professional services.

-10-

During October 1999, the Company
issued 9,750,000 shares to Red River Properties, Inc. in exchange for a 10% working
interest in the JFS field in Dimmit County, Texas. Because this property was acquired from
a related party, carryover basis was used to record the property. The related party had no
basis in the property and the carryover basis was zero. During the year ended September
30, 2000, the Company issued 122,600 shares for cash proceeds of $122,600 pursuant to a
private placement memorandum. A public relations firm was issued 50,000 shares valued at
$50,000 for Internet promotion of the Company. A consultant was employed to increase
public awareness of the Company and assist with fund-raising programs in exchange for
150,000 shares valued at $135,000. In September 2000, 400,000 shares were issued in
exchange for 100,000 shares of a closely-held oil and gas company. This interest
represents less than 5% of the outstanding stock of the investee.

During October 2000, the Company
issued, 4,924,500 shares to Red River Properties, Inc. in exchange for an additional 15%
working interest in the JFS field. Red River had a $92,956 basis in this interest which
carried over since it is a related party. In acquiring this 15% interest, the Company took
the property subject to a $99,000 Net Profits Interest which will be paid before the
Company realizes any net cash flow from the interest. Also 200,000 shares valued at
$65,000 were issued during October 2000 for legal and public relations services. During
April 2001, the Company issued 5,380,000 shares to Red River for a 3.75% working interest
in the Kingsridge field in LaFourche Parish, Louisiana. This oil and gas producing field
immediately began yielding revenues to the Company. Red River had no basis in the property
and no basis was recorded on the Companys books for this purchase. Additionally,
400,000 shares valued at $40,000 were issued in April 2001 for legal and financial
consulting services.

In December 2001 the Company issued
common shares pursuant to the S-8 filing to Steve Owen in the amount of 2,500,000 shares
valued at $175,000; Gene Maloney in the amount of 1,000,000 shares valued at $70,000; and
1,000,000 shares to Aden L. Vickers valued at $70,000. The shares to Mr. Owen were issued
pursuant to his agreement to provide specific consulting and advisory services in the area
of petroleum engineering, identification of possible asset acquisitions, and petroleum
geology services. The shares to Mr. Maloney were issued pursuant to his financial
consulting agreement with the Company. The shares to Mr. Vickers were issued as payment
for legal fees relative to the filing of the S-8 registration statement.

During the quarter ended March 31,
2002 the Company has issued an additional 9,100,000 shares pursuant to the S-8
registration statement as follows. Gene Maloney was issued 1,900,000 shares (valued at
$95,000) pursuant to his consulting agreement. Steve Owen was issued 6,000,000 shares
(valued at $420,000) pursuant to his consulting and advisory agreement. William Andrew
Stack was issued 200,000 shares (valued at $28,000) pursuant to his agreement to provide
certain legal services to the Company. 2,200,000 shares (valued at $238,000) were issued
to Dr. Sarvotham Chary who has agreed to provide advisory services in overseas markets.

During the quarter ended June 30,
2002 the Company has issued an additional 9,000,000 shares (valued at $180,000) pursuant
to the S-8 registration statement to consultants and attorneys pursuant to their agreement
to provide certain legal services to the Company. The Company also issued 800,000
restricted shares to Vision Publishing for market research services which were valued at
$12.000.

In September 2002, the Company issued
a total of 15,000,000 shares to the officers of the Company in exchange for their
agreement to waive and forego any benefit from their employment agreements and that the
Company shall cancel those agreements including stock option grants. A total of $698,060
had been accrued as salaries under the respective employment agreements.

At September 30, 2003 and 2002, the
Company has reserved 2,500,000 and 5,500,000 shares, respectively, of its authorized but
unissued common stock for possible future issuance in connection with the potential
exercise of stock options.

NOTE 4: STOCK OPTIONS

At September 30, 2003, 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
|--------------- | --------------- | -----------
|$0.20 per share |                 |            
|$0.10 per share |                 |            
|                |                 |            
|Total           |                 |            
|                |                 |            

-11-

Changes in outstanding options during
the year were as follows:

|                                          | 
|----------------------------------------- | 
|Options outstanding at September 30, 2002 | 
|Cancelled                                 | 
|Expirations                               | 
|Grants                                    | 
|                                          | 
|Options outstanding at September 30, 2003 | 
|                                          | 

# NOTE 5: INCOME TAXES

There is no provision for income tax
expense or benefit in 2003 or 2002. This is due to the fact there is no current
foreseeable taxable income against which to offset these losses. Net operating losses
available for carry-forward are presented in the table below.

|Year of
Expiration | Amount of Net
Operating Loss
Carry Forward
|------------------ | ------------------------------------------
|2018               |                                           
|2019               |                                           
|2020               |                                           
|2021               |                                           
|2022               |                                           
|2023               |                                           
|                   |                                           
|Total              |                                           

Income tax expense consists of the following at September 30, 2003 and 2002:

|                             | 2003 | 2002
|---------------------------- | ---- | ----
|Current federal income taxes |      |     
|Current state income taxes   |      |     
|Current income tax expense   |      |     
|Deferred tax expense         |      |     
|                             |      |     

-12-

The following table presents a
reconciliation of income tax calculated at the statutory Federal rate to the
Companys income taxes.

|                                               | 2003 | 2002
|---------------------------------------------- | ---- | ----
|Tax calculated on financial statement net loss |      |     
|Amortization and deduction of oil and gas      |      |     
|properties                                     |      |     
|Nondeductible expenses                         |      |     
|Deferral of accrued salaries                   |      |     
|Net operating loss available for carry forward |      |     
|                                               |      |     
|Provision for income taxes                     |      |     
|                                               |      |     

As discussed at Note 1, deferred tax
assets and liabilities consist of the following:

|                                        | 2003 | 2002 |   | 
|--------------------------------------- | ---- | ---- | - | 
|Deferred federal tax liability          |      |      | $ | 
|Deferred state tax liability            |      |      | $ | 
|                                        |     
|Total Deferred Tax Liabilities          |      |      | $ | 
|                                        |     
|Deferred federal tax asset              |      |      |   | 
|Deferred state tax asset                |      |      |   | 
|Less valuation allowance                |      |      |   | 
|                                        |     
|Total Deferred Tax Assets               |      |      | $ | 
|                                        |     
|Net Deferred Tax Assets and Liabilities |      |      | $ | 
|                                        |     

Although the Company has net
operating loss carry-forwards as indicated above, it is not foreseeable when or if
benefits arising from these losses will be realized. Due to this uncertainty, a valuation
allowance has been established to defer recognition of any benefit until it becomes
reasonably clear that these benefits will be utilized.

The following temporary differences
gave rise to deferred tax assets/(liabilities):

|                                  | 2003 | 2002
|--------------------------------- | ---- | ----
|Accrued salaries and options      |      | $   
|Fixed assets                      |      |     
|Net operating loss carry-forwards |      |     

# NOTE 6: RELATED PARTY
TRANSACTIONS

During the previous quarter 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. (See Stock Transactions above)

For the year ended September 30,
2002, the oil & gas properties were transferred to the Companys President in
exchange for the liabilities associated with the assets. Stock was issued to the officers
in exchange for the accrued salaries and stock options.

-13-

# NOTE 7: EMPLOYMENT
CONTRACTS

In March 2000, the Company entered
into employment contracts which were made effective to October 12, 1999, and run through
October 2002 (not including automatic annual renewals thereafter) with its president and
vice-president. These contracts provide for salaries of $120,000 per year which are to be
accrued if not paid, options to purchase specified numbers of shares, and other standard
employee benefits should the Company elect to provide them to any employee. In March 2001,
the Company entered into a three-year contract with its corporate secretary providing for
a salary of $50,000 per year along with standard benefits available to any other employee.
The aggregate commitment under these contracts for future salaries at September 30, 2000,
excluding stock options and other possible compensation, was approximately $373,000. In
September 2002, the Company and the officers agreed to cancel the employment contracts by
issuing a total of 15,000,000 shares of stock.

# NOTE 8: EARNINGS PER
SHARE

The following table sets forth the
computation of basic and diluted earnings per common share (EPS) for the years ended
September 30, 2003 and 2002.

|                                          | 2003 | 2002
|----------------------------------------- | ---- | ----
|Numerator:                                |      |     
|Net income from continuing operations     |      | $   
|                                          |      |     
|Denominator:                              |      |     
|Basic weighted average shares outstanding |      |     
|Dilutive options                          |      |     
|                                          |      |     
|Denominator for diluted EPS               |      |     
|                                          |      |     
|Earnings/(loss) per share:                |      |     
|Basic                                     |      | $   
|Diluted                                   |      |     

# NOTE 9: GOING CONCERN

As discussed in the General
Information regarding the Development Stage Enterprise, the Company had no substantial
operations between 1986 and September 30, 1999. Since that date, the Company has generated
some new capital, as indicated above, and has acquired interests in oil and gas leases
which are producing revenues. However, such revenues have yet to significantly overcome
sizable lease operating expenses. Managements plans consist primarily of the
generation of significant new capital. Should management prove unsuccessful in its
fund-raising efforts, the Company is not in any real danger of dissolution as long as the
officers and directors are willing to pay the nominal costs of keeping it in good
standing. Management continues to seek opportunities to acquire additional oil and gas
interests or to identify a viable merger candidate. No predictions can be made as to the
success of these plans.

# Item 2:  Management's Discussion and Analysis of Financial Condition and Results of Operations.

# General:

In order for the Company to proceed
an input of capital and or assets must be forthcoming. Management is actively seeking
both, and in the previous quarter secured the input of an additional $15,000 from an
investor to provide cash to reduce payables and secure the audits necessary to bring the
Companys SEC filings to date. In the quarter ended December 31, 2003 the Company
secured the input of $10,000 for these purposes.

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.

-14-

On December 17, 2001 a special
meeting of shareholders was held in Dallas, Texas at which the Company agreed to effect a
reverse split of its common stock at a 1 for 10 ratio. This action was effective as soon
as practical and was effected in the trading of the Companys shares on January 2,
2002. The meeting also approved the filing of an S-8 registration statement with the
Securities and Exchange Commission to allow the issuance of shares to consultants,
advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also
approved the change of corporate name to be determined at a later date by management.

During the quarter ended June 30,
2001 the Company continued to develop sources for outside financing, and also continued to
review and evaluate possible acquisitions. The Company reviewed several possible
acquisitions, some of which would require capital infusions along with issuance of the
Companys common stock to complete the transaction. While no transactions were
entered into, management is confident that with the heightened activity in the energy
industry certain transactions can be completed when adequate financing is available.

# Liquidity and Capital
Resources:

During the current quarter the
Companys capital resources were extremely limited, but the Company expects to begin
to proceed with bringing the Companys SEC reporting current. The prospects for the
Company will depend entirely on its ability to secure future financing and find a suitable
line of business.

Management has met with several
parties who could potentially assist in the above financing. While the overall energy
industry is enjoying continued positive results, the financing of small companies in the
energy sector is still difficult.

During the year ago quarter the
Companys capital resources were extremely limited. Company management expected that
the one for ten reverse split of the Companys common stock would result in improved
marketability of the stock which could allow for the Company to make limited private
placements to bring in capital for acquisitions and operations. To date only limited
success has been evident, but management continues to seek effective results in this area.

# Revenues and Expenses:

The Company reported no revenues
during the current quarter, and had only minimal expenses in securing the audits and
proceeding with the SEC reporting requirements.

The Company reported revenues of
$8,538 during the quarter ended June 30, 2002, most of which arose from the JFS property.
The expenses incurred reflect the increased activity of the period relative to the
inactivity of the year earlier quarter and the Companys efforts to resume trading of
the common stock.

The Company reported a loss of
$207,111 for the three months ended June 30, 2002 as compared to a net loss of $187,824
for the previous years quarter. The Company reported a loss of $1,510,831 for the
nine months ending June 30, 2002 as compared to a loss of $463,512 for the same period a
year ago. These results also are reflective of the increased level of activity.

During the current the quarter the
Company issued no shares of the Companys common stock, but the readers
attention is directed to Note 2 to the financial statements for a discussion of shares
preciously issued during the fiscal year.

In April 2001, the Company issued
3,000,000 common shares valued at $30,000 to its new management consultant. This issuance
represents the stock portion of the fee to be paid to the consultant for the first six
months of services. The remaining $30,000 is to be paid in cash.

On March 5, 2001 the Company acquired
a three and three quarters percent (3.75%) working interest in the Kingsridge Field
located in Lafourche Parish, Louisiana effective April 1, 2001. The Company acquired the
interest from Red River Properties, Inc., a major stockholder of the Company in exchange
for the issuance of 53,800,000 shares of the Companys common stock to Red River
Properties, Inc. The Kingsridge Field was returned to production early in the year 2000,
and currently produces approximately 200 barrels of oil per day along with associated
natural gas. While the Companys interest is small it does provide an additional
revenue source for the Companys operations. The property is operated by Alpine
Exploration Companies of Dallas, Texas an unrelated third-party.

No filings were made during the
quarter on Form 8K.

-15-

# Disclosure Regarding
Forward-Looking Statements:

Where this Form 10-QSB includes
forward-looking statements within the meaning of Section 27A and Section 21E
of the Securities Act, the Company desires to take advantage of the safe
harbor provisions thereof. Therefore, the Company is including this statement for
the express purpose of availing itself of the protections of such safe harbor provisions
with respect to all of such forward-looking statements. The forward-looking statements in
this Form 10-QSB reflect the Companys current views with respect to future events
and financial performance. These forward-looking statements are subject to certain risks
and uncertainties that could cause actual results to differ from those anticipated. These
risks include, but are not limited to, economic conditions within the industry, changing
prices for gas and oil, competition for leases, world-wide inventory levels, accidents,
and environmental regulations. In this Form 10-QSB, the words anticipates,
believes, expects, intends, future and similar
expressions identify forward-looking statements. The Company undertakes no obligation to
publicly revise these forward-looking statements to reflect events or circumstances that
may arise after the date hereof. All subsequent written and oral forward-looking
statements attributable to the Company or persons acting on its behalf are expressly
qualified in their entirety by this section.

SIGNATURES

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

|                                                               |                                                                                                                                                                                                                             
|-------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Date:  July 29, 2004
                    
Date:  July 29, 2004 | GOLDEN CHIEF RESOURCES, INC.
      /s/JAMES W. LANDRUM              
By:  James W. Landrum, President
      /s/   M. H. MCILVAIN                  
By:  M. H. McIlvain, Executive Vice President
and Chief Financial Officer

-16-