U.S. 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 MARCH 31, 2003

|[  ] | 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)

|State of Kansas                                                | 48-0846635                  
|-------------------------------------------------------------- | ----------------------------
|(State or other jurisdiction of
incorporation or organization) | (IRS Employer
 I. D. Number)

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

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

Check whether the issuer (1) filed
all reports required to be filed by Sections 13 or 15(d) of the Securities 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 [ ]

APPLICABLE ONLY TO
CORPORATE ISSUERS

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

There were 67,078,699
shares of common stock, No Par Value, outstanding as of March 31, 2003.

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

# PART I. FINANCIAL
INFORMATION

# Item 1. Financial Statements

Golden Chief Resources
Inc.(A Development Stage Enterprise) Balance Sheet As of March 31, 2003 (Unaudited)

|                                                                 |  | 
|---------------------------------------------------------------- |  | 
|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; 67,078,699                        |  | 
|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 Six Months Ended March 31, 2003 and 2002
(Unaudited)

|                                      | Cumulative
During the
Development
Stage | Three Months
2003           2002 | Six Months
2003            2002
|------------------------------------- | --------------------------------------- | -------------------------------- | -------------------------------
|Oil and gas                           |                                         |                                  | $                              
|Other income                          |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Total Revenue                         |                                         |                                  |                                
|Cost of Revenues                      |                                         |                                 
|Lease operating expenses              |                                         |                                  |                                
|Depletion                             |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Total  Cost of Revenues               |                                         |                                  |                                
|Gross Profit                          |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Operating Expenses                    |                                         |                                 
|Personnel costs                       |                                         |                                  |                                
|Consulting fees                       |                                         |                                  |                                
|Professional fees                     |                                         |                                  |                                
|Public relations                      |                                         |                                  |                                
|Travel                                |                                         |                                  |                                
|Rent                                  |                                         |                                  |                                
|Other                                 |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Total Operating Expenses              |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Income from Operations                |                                         |                                  |                                
|Other Income/(Expenses)               |                                         |                                 
|Gain on sale of marketable securities |                                         |                                  |                                
|Gain on disposal of assets            |                                         |                                  |                                
|Interest income                       |                                         |                                  |                                
|                                      |                                         |                                  |                                
|Income before income taxes            |                                         |                                  | $                              
|                                      |                                         |                                  |                                
|Income taxes                          |                                         |                                  | $                              
|                                      |                                         |                                  |                                
|Net Income                            |                                         |                                  | $                              
|                                      |                                         |                                  |                                
|Earnings per Share                    |                                         |                                  | $                              
|                                      |                                         |                                  |                                
|Weighted Average Shares Outstanding   |                                         |                                  |                                
|                                      |                                         |                                  |                                

3

Golden Chief Resources,
Inc.(A Development Stage Enterprise)Statement of Changes
in Stockholders Deficit  From the Period August 1998 to March 31, 2003
(Unaudited)

|                                       |  | Common Stock
Shares       Amount | Additional
Paid In
Capital | Deficit
Accumulated
During the
Development
Stage | Accumulated
Deficit | Total
Stockholders'
Deficit
|-------------------------------------- |  | -------------------------------- | -------------------------- | ------------------------------------------------ | ------------------- | ---------------------------
|Balance October 1, 1996                |  |                                  |                            |                                                  |                     |                            
|Net loss                               |  |                                  |                            |                                                  |                     |                            
|                                       |  |                                  |                            |                                                  |                     |                            
|Balance September 30, 1997             |  |                                  |                            |                                                  |                     |                            
|Stock issued for services and expenses |  |                                  | 9/98                       |                                                  |                     |                            
|Net loss                               |  |                                  |                            |                                                  |                     |                            
|                                       |  |                                  |                            |                                                  |                     |                            
|Balance September 30, 1998             |  |                                  |                            |                                                  |                     |                            
|Shares issued for:                     |  |                                 
|Expenses                               |  |                                  | 10/98                      |                                                  |                     |                            
|Marketable securities                  |  |                                  | 12/98                      |                                                  |                     |                            
|Cash                                   |  |                                  | 01/99                      |                                                  |                     |                            
|Marketable securities                  |  |                                  | 02/99                      |                                                  |                     |                            
|Consulting                             |  |                                  | 03/99                      |                                                  |                     |                            
|Cash                                   |  |                                  | 04/99                      |                                                  |                     |                            
|Expenses                               |  |                                  | 04/99                      |                                                  |                     |                            
|Cash                                   |  |                                  | 07/99                      |                                                  |                     |                            
|Marketable securities                  |  |                                  | 07/99                      |                                                  |                     |                            
|Net loss                               |  |                                  |                            |                                                  |                     |                            
|                                       |  |                                  |                            |                                                  |                     |                            
|Balance September 30, 1999             |  |                                  |                            |                                                  |                     |                            
|Shares issued for:                     |  |                                 
|Oil and gas properties                 |  |                                  | 10/99                      |                                                  |                     |                            
|Cash                                   |  |                                  | 10/99                      |                                                  |                     |                            
|Cash                                   |  |                                  | 11/99                      |                                                  |                     |                            
|Cash and subscription                  |  |                                  | 12/99                      |                                                  |                     |                            
|Cash                                   |  |                                  | 01/00                      |                                                  |                     |                            
|Cash                                   |  |                                  | 02/00                      |                                                  |                     |                            
|Cash                                   |  |                                  | 03/00                      |                                                  |                     |                            
|Cash                                   |  |                                  | 06/00                      |                                                  |                     |                            
|Public relations services              |  |                                  | 06/00                      |                                                  |                     |                            
|Professional services                  |  |                                  | 07/00                      |                                                  |                     |                            
|Cash                                   |  |                                  | 08/00                      |                                                  |                     |                            
|Nonmarketable securities               |  |                                  | 09/00                      |                                                  |                     |                            
|Net loss                               |  |                                  |                            |                                                  |                     |                            
|                                       |  |                                  |                            |                                                  |                     |                            
|Balance September 30, 2000             |  |                                  |                            |                                                  |                     |                            

4

|(Continued)                       |  |  |       |  |  |  |            |   |  |           |   |        |  |  |            |   |  |          |   |  |  |            |  
|--------------------------------- |  |  | ----- |  |  |  | ---------- | - |  | --------- | - | ------ |  |  | ---------- | - |  | -------- | - |  |  | ---------- | -
|Shares issued for:                |  | 
|Oil and gas properties            |  |  | 10/00 |  |  |  | 4,924,500  |   |  | 92,956    |   |        |  |  |            |   |  |          |   |  |  | 92,956     |  
|Professional services             |  |  | 10/00 |  |  |  | 200,000    |   |  | 65,000    |   |        |  |  |            |   |  |          |   |  |  | 65,000     |  
|Options granted                   |  |  | 03/01 |  |  |  |            |   |  |           |   | 15,000 |  |  |            |   |  |          |   |  |  | 15,000     |  
|Oil and gas properties            |  |  | 04/01 |  |  |  | 5,380,000  |   |  |           |   |        |  |  |            |   |  |          |   |  |  | --         |  
|Professional services             |  |  | 04/01 |  |  |  | 400,000    |   |  | 40,000    |   |        |  |  |            |   |  |          |   |  |  | 40,000     |  
|Net loss                          |  |  |       |  |  |  |            |   |  |           |   |        |  |  | (573,166   | ) |  |          |   |  |  | (573,166   | )
|                                  |  |  |       |  |  |  |            |   |  |           |   |        | 
|Balance September 30, 2001        |  |  |       |  |  |  | 27,878,699 |   |  | 1,596,232 |   | 15,000 |  |  | (1,104,332 | ) |  | (994,640 | ) |  |  | (487,740   | )
|Shares issued for:                |  | 
|Consulting services               |  |  | 12/01 |  |  |  | 3,500,000  |   |  | 245,000   |   |        |  |  |            |   |  |          |   |  |  | 245,000    |  
|Legal services                    |  |  | 12/01 |  |  |  | 1,000,000  |   |  | 70,000    |   |        |  |  |            |   |  |          |   |  |  | 70,000     |  
|Consulting services               |  |  | 01/02 |  |  |  | 2,900,000  |   |  | 225,000   |   |        |  |  |            |   |  |          |   |  |  | 225,000    |  
|Legal services                    |  |  | 01/02 |  |  |  | 200,000    |   |  | 28,000    |   |        |  |  |            |   |  |          |   |  |  | 28,000     |  
|Consulting services               |  |  | 02/02 |  |  |  | 6,000,000  |   |  | 420,000   |   |        |  |  |            |   |  |          |   |  |  | 420,000    |  
|Consulting services               |  |  | 03/02 |  |  |  | 1,200,000  |   |  | 108,000   |   |        |  |  |            |   |  |          |   |  |  | 108,000    |  
|Legal services                    |  |  | 04/02 |  |  |  | 4,000,000  |   |  | 80,000    |   |        |  |  |            |   |  |          |   |  |  | 80,000     |  
|Reverse asset acquisition         |  |  | 05/02 |  |  |  | (400,000   | ) |  | (20,000   | ) |        |  |  |            |   |  |          |   |  |  | (20,000    | )
|Legal services                    |  |  | 05/02 |  |  |  | 2,000,000  |   |  | 40,000    |   |        |  |  |            |   |  |          |   |  |  | 40,000     |  
|Professional services             |  |  | 06/02 |  |  |  | 800,000    |   |  | 12,000    |   |        |  |  |            |   |  |          |   |  |  | 12,000     |  
|Legal services                    |  |  | 06/02 |  |  |  | 3,000,000  |   |  | 60,000    |   |        |  |  |            |   |  |          |   |  |  | 60,000     |  
|Director and officer compensation |  |  | 09/02 |  |  |  | 15,000,000 |   |  | 698,060   |   |        |  |  |            |   |  |          |   |  |  | 698,060    |  
|Net loss                          |  |  |       |  |  |  |            |   |  |           |   |        |  |  | (1,561,838 | ) |  |          |   |  |  | (1,561,838 | )
|                                  |  |  |       |  |  |  |            |   |  |           |   |        | 
|Balance September 30, 2002        |  |  |       |  |  |  | 67,078,699 |   |  | 3,562,292 |   | 15,000 |  |  | (2,666,170 | ) |  | (994,640 | ) |  |  | (83,518    | )
|Net loss for the period           |  |  |       |  |  |  |            |   |  |           |   |        |  |  | (2,917     | ) |  |          |   |  |  | (2,917     | )
|Balance December 31, 2002         |  |  |       |  |  |  | 67,078,699 |   |  | 3,562,292 |   | 15,000 |  |  | (2,669,087 | ) |  | (994,640 | ) |  |  | (86,435    | )
|Net loss for the period           |  |  |       |  |  |  |            |   |  |           |   |        |  |  | (1,622     | ) |  |          |   |  |  | (1,622     | )
|Balance March 31, 2003            |  |  |       |  |  |  | 67,078,699 |   |  | 3,562,292 |   | 15,000 |  |  | (2,670,709 | ) |  | (994,640 | ) |  |  | (88,057    | )
|                                  |  |  |       |  |  |  |            |   |  |           |   |        | 

5

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

|Cash Flows from Operating Activities:         | For the Six Months Ended
March 31
2003              2002 | Cumulative
During the
Development
Stage
|--------------------------------------------- | -------------------------------------------------------- | ---------------------------------------
|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

|                                         |  |   |   
|---------------------------------------- |  | - | --
|(Continued)                              |  |   |   
|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 Six Months Ended March 31, 2003 and 2002

# 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.

# NOTE 1. SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES

# OIL AND GAS PROPERTIES

The Company records its oil and gas producing
activities under the full cost method of accounting. Accordingly, all costs incurred in
the acquisition, exploration, and development of proved oil and gas properties, including
the costs of abandoned properties, dry holes, geophysical costs, and annual lease rentals
are capitalized. All general corporate costs are expensed as incurred. In general, sales
or other dispositions of oil and gas properties are accounted for as adjustments to
capitalized costs, with no gain or loss recorded until the proceeds from dispositions
exceed the Companys basis in the full cost pool.

Amortization of oil and gas
properties is computed on a composite units-of- production method based on all estimated
proved reserves. All leasehold, equipment, and intangible costs associated with oil and
gas properties are currently included in the base for computation and amortization unless
the property has not been evaluated and no estimated reserves have been included for the
property in the Companys total reserves. Unproved oil and gas properties are
assessed for impairment either individually or on an aggregate basis. All of the
Companys reserves are located within the United States.

# 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, 2002, 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 2002 or 2001.

# 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 March 31, 2003 or 2002.

# 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

# Recent Accounting
Pronouncements

In November 2002, the FASB issued
Interpretation No. 45, Guarantors Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others
(Interpretation No. 45). Interpretation No. 45 elaborates on the existing
disclosure requirements for most guarantees, including loan guarantees such as standby
letters of credit. It also clarifies that at the time a company issues a guarantee, the
company must recognize an initial liability for the fair market value of the obligations
it assumes under that guarantee and must disclose that information in its interim and
annual financial statements. The initial recognition and measurement provisions of
Interpretation No. 45 apply on a prospective basis to guarantees issued or modified after
December 31, 2002. Interpretation No. 45 did not have an effect on the financial
statements.

In January 2003, the FASB issued
Interpretation No. 46, Consolidation of Variable Interest Entities
(Interpretation No. 46), that clarifies the application of Accounting Research
Bulletin No. 51, Consolidated Financial Statements, to certain entities in
which equity investors do not have the characteristics of a controlling financial interest
or do not have sufficient equity at risk for the entity to finance its activities without
additional subordinated financial support from other parties. Interpretation No. 46 is
applicable immediately for variable interest entities created after January 31, 2003. For
variable interest entities created prior to January 31, 2003, the provisions of
Interpretation No. 46 are applicable no later than July 1, 2003. Interpretation No. 46 did
not have an effect on the financial statements.

In December 2002, the FASB issued
SFAS No. 148, Accounting for Stock-Based Compensation  Transition and
Disclosure, an amendment of FASB Statement No. 123 (SFAS 148). This
Statement amends SFAS 123 to provide alternative methods of transition for a voluntary
change to the fair value method of accounting for stock-based employee compensation. In
addition, SFAS 148 amends the disclosure requirements of SFAS 123 to require prominent
disclosures in both annual and interim financial statements. Certain of the disclosure
modifications are required for fiscal years ending after December 15, 2002 and are
included in the notes to these consolidated financial statements.

Statement of Financial Accounting
Standards SFAS No. 149, Amendment of Statement 133 on Derivative Instruments and
Hedging Activities, SFAS No. 150, Accounting for Certain Financial Instruments
with Characteristics of both Liabilities and Equity, were recently issued. SFAS No,
149, and 150 have no current applicability to the Company or their effect on the financial
statements would not have been significant.

# NOTE 2: MARKETABLE
SECURITIES

No marketable securities were held at
March 31, 2003 or 2002.

In September 2000, the Company issued 400,000
common shares to a related party in exchange for 100,000 shares (1.5%) of Virgin Oil
Company, a closely-held entity. This investment was recorded at the carryover basis of the
related party, $20,000. At the present time there is no public market for these shares. In
May 2002, this asset acquisition was reversed.

# NOTE 3: OIL AND GAS
PROPERTIES

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

# NOTE 4: STOCK
TRANSACTIONS

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.

10

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.

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, 2002 and 2001, 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.

11

# NOTE 5: STOCK OPTIONS

At September 30, 2002, 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           |                 |            
|                |                 |            

Changes in outstanding options during
the year were as follows:

|                                          | 
|----------------------------------------- | 
|Options outstanding at September 30, 2001 | 
|Cancelled                                 | 
|Expirations                               | 
|Grants                                    | 
|                                          | 
|Options outstanding at September 30, 2002 | 
|                                          | 

# NOTE 7: RELATED PARTY
TRANSACTIONS

There were no related party
transactions during the current quarter.

During the year ended September 30,
2001, the Company acquired two additional oil and gas interests from Red River in exchange
for stock, again, as discussed at Note 4. Red River continued to collect the revenue from
the Kingsridge lease through the end of the year. Certain amounts were transferred to the
Company by Red River resulting in a net decrease in the receivable from Red River of
$1,883. Accrued salaries increased by $269,167 and related party accounts payable for
unreimbursed expenses rose by $60,921 to $73,369. These amounts are due to the
Companys president and vice- president.

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.

# NOTE 8: 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 10: 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.

12

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

# General:

At the end of the previous fiscal
year the Companys management determined that continuing operation of the oil and gas
properties was not of economic benefit to the Company and entered into an agreement with
the Companys president whereby he agreed to accept the liabilities associated with
the properties and receive the properties from the Company. This transaction effectively
removed all producing properties and transferred them to the Companys president
along with the liabilities associated with them.

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

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.

The Company acquired an additional
15% working interest in the JFS field, a producing property, in October 2000. This
additional interest is burdened by a net profits interest to an unrelated third-party that
precludes the Company from receiving the revenues from this interest until the net profits
interest is satisfied. The Company expects that, with current prices and production, the
net profits interest should be satisfied sometime in the distant future.

# Liquidity and Capital
Resources:

During the current 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.

At March 31, 2002 the Company was
actively engaged in reviewing acquisitions, and seeking sufficient capital to close these
transactions. The Company is hopeful that these efforts will be fruitful during this
fiscal year.

The assets as of March 31, 2001 were
$369,179 consisting primarily of the JFS property. The Company acquired this interest
through the change of control transaction on October 12, 1999 and the transaction of
October 2000 whereby an additional 15% working interest in the JFS property was acquired.
The Company had assets of $207,457 on September 30, 2000 and assets of $227,739 on
December 31, 2000. The Company did not have any assets or liabilities on September 30,
1998 or on December 31, 1997.

# Revenues and Expenses:

The Company reported no revenues
during the quarter ending March 31, 2003. The Compnay incurred only minor expenses during
the quarter.

The Company reported revenues of
$10,338 during the quarter ending March 31, 2002, all of which arose from the JFS
property.

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

13

# Subsequent Events:

See footnotes to the financial
statements.

# Disclosure Regarding
Forward-Looking Statements:

Where this Form 10-QSB includes
forward-looking statements within the meaning of Section 27A 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. 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.

# PART II. OTHER
INFORMATION

# Item 6. Exhibits and
Reports on Form 8-K

There were no Exhibits or Reports on
Form 8-K filed during the current quarter.

(a) Exhibits

| | Exhibit 31.1 
Rule 13a-14(a)/15d-14(a) Certification of President
| | ------------------------------------------------------------------

| | Exhibit 31.2 
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
| | --------------------------------------------------------------------------------

| | Exhibit 32.1 
Section 1350 Certification of President
| | ------------------------------------------------------

| | Exhibit 32.2 
Section 1350 Certification of Chief Financial Officer
| | --------------------------------------------------------------------

(b) Reports on Form 8-K: None

# 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:  June 25, 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
Chief Financial Officer

14