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playstk... it's not gloomy here...
when you're here.
(LOL)
Yeah, kinda sparse on this board lately. The action's been at RB--does that mean that where OHBULL is, the action is? Gotta get OHBULL out on parole, I suppose.
And the BCIT waiting game continues...
Lovin' this post by pontius from June 2005...
note the board this was posted on (PumpYourPennyPOS), so it's all in good fun...
http://www.investorshub.com/boards/read_msg.asp?message_id=6725921
Posted by: pontius
In reply to: None
Date:6/20/2005 8:57:00 AM
Post #of 668
GVRP TO THE EDGE OF DA UNIVERSE AND BEYYONNNNDDDDD. GONNA BREAK ON THROUGH TO THE OTHER SIDE. NASA JUST CONTRACTED FOR RESEARCH THE GVRP VESSEL TO STUDY WHAT SPEED COMES AFTER LIGHT SPEED. IS IT REALLY LUDACRIS SPEED ? ONLY DARK HELMET KNOWS FOR SURE, TILL NOW.
WHEN GVRP POPS OPEN THE NEXT DIMENSION AND LEAVES OUR UNIVERSE, THE HOLE MAY BE TOO BIG TOO FILL WITH ANY OTHER STOCK, (unless property inflated like a doll to be used for anything but life preservation) AND THEN THE BALLOON EFFECT WILL TAKE PLACE ON OUR EXISTENCE. SUPPORT GVRP !!!!!!
KABBBBOOOOOOOOOOOOOOOOOOOOOOOOOOMMMMMMM !
Here's an attorney's office...
posted by a poster on RB who isn't too fond of BCIT, LOL. Interesting, nonetheless...
http://snlaw.net/invprotection.htm
INVESTOR LITIGATION
Schatz & Nobel is one of the premier firms in the United States engaged in class action litigation on behalf of investors alleging misrepresentations in connection with the purchase or sale of securities. Schatz & Nobel has been appointed lead counsel in dozens of cases throughout the country, including current cases in New York, Florida, Texas and California, among other states. Schatz & Nobel has also been responsible for many important decisions which have advanced the cause of shareholder protection through the federal securities laws.
At Schatz & Nobel, we are proud of the relationship with our clients and the results we have obtained on their behalf. Our clients include institutional and individual investors from all over the world. We represent corporations, pension funds, money managers and individual investors as lead plaintiffs in securities class actions.
Plase click on the appropriate link if you would like to join a new case, report a fraud or contact us for any reason.
I'm glad you have the time to do this project, Art. I hope it helps clarify things for those who weren't part of the IHUB TGL experience during that timeframe. Hmmm... I'm wondering if the allstocks GVRP forum might be informative, too--139 pages worth, including some insightful (inciteful?) posts by Purl Gurl (whatever happened to Purl Gurl, anyhow?)... http://www.allstocks.com/stockmessageboard/cgi-bin/ultimatebb.cgi/ubb/get_topic/f/2/t/007928/p/1.htm...?
Interesting re: Holbrook...
for all I know, playstk/woog has already uncovered this, but before I was paying attention...
From http://sec.edgar-online.com/2002/07/12/0001137050-02-000049/Section2.asp :
David Michael Holbrook has been Managing Director and then a consultant for
Brookwood Consulting in Oklahoma City, Oklahoma, since 1995, where he has been
involved in various activities including assisting telecommunications companies
in going public by merging with trading public shell companies. From 1978 to
1994 he worked on various projects in the oil and gas industry with special
assignments in Africa, Russia and the CIS countries. From 1969 to 1978 he was an
operations and sales manager for Borg Warner. Mr. Holbrook earned a B.S. degree
in Business Administration from Central State University, Edmund, Oklahoma, in
1969.
The Easton AMENDED INFORMATION STATEMENT
https://www.otcstockinfo.com/repository/659227/659227_FR4.pdf
lists Holbrook's address with the Easton address in Brooklyn:
a. Executive Officers:
Chief Executive Officer, sole officer
David M. Holbrook
1419 49th St.
Brooklyn, NY 11219
David M. Holbrook has years experience in structuring and negotiating multi-million dollar contractual
relations. Mr. Holbrook owns 1% of Easton, Inc.
Mr. Michael Holbrook, an independent businessman and consultant located in Oklahoma City, Oklahoma, specializing in providing feasibility and financial advisory services to start-up companies
from http://www.secinfo.com/dsvrp.55mj.htm
So, you've been following this guy from BBAN... does his posting here truly indicate that he has involvement with Megas' plans for BCIT?
Gotta love it...
joby... any chance you could contact Kosha Dalal about this proposed rule change? She is the contact person--see page 1. Although, if I recall a recent post, you said that NASD doesn't have any jurisdiction over the GVRP/MAMG situation any more. So, this doesn't necessarily help our MAMG situation, but does at least bring it back into the light, whatever that could mean for us.
BTW, if you didn't see my post the other day, my MAMG shares got shipped over to my Investrade account from Scottrade on Wednesday. Scottie had attempted it in December, but the shares reverted to Scottie later in December ("Failed Reversal"), and were sitting idle in Scottie until Wednesday. Why they got clearance to be moved, I dunno. Yesterday and today, I tried putting in several sell orders (at $1000/share, LOL), but they were rejected automatically by ECN. Strange that they were able to be moved, but they still are non-tradeable. I don't know if this indicates any progress or not by Mr. Banyas' group.
Still hoping for a fair resolution for us all. Where is that prize patrol truck???
Three Form 3's filed this week...
http://www.pinksheets.com/quote/filings.jsp?symbol=GCHR
sup23... re: Harris...
See some of ohbull's posts regarding Harris/ETrade & BCIT shares...
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=16731
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=16756
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=16759
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=17499
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=17501
playstk...
"Almost accidently, this means there will probably not be a reverse split as you feared."
Not sure I follow. How do you conclude this? TIA.
"The Truth Is Out There..."
All this bantering back and forth with mixed messages brings me back to the days of watching the conspiracy episodes of The X-Files. Were the aliens really a government creation (smallpox?), or actually from another world? Well, maybe there's a (loose) connection between that show and the BCIT show we've been watching here on IHUB and RB--here's a first stab at a casting call (please, no one take offense--this is all in good fun)...
Fox Mulder: Playstk/woogie. Emotional, chasing down details at all costs, taking the latest info and using it to validate his theories. Could also be one of The Lone Gunmen, due to his sleuthing abilities.
Scully: Art2Gecko. Level-headed. Provides rational balance to Mulder's emotional ups and downs. Has faith in a higher power (Art's faith in Megas' intentions loosely similar to Scully's faith in God, in this case?).
Deep Throat: keenlywatching. Seems to have the scoop. But, do we trust him?
Cigarette Smoking Man (aka Cancer Man): dimension, Janice?. Seem to be battling us in our fight for the truth, but is he really on our side?
Cancer Man's minions: Moneymade, skrmn, others. Out there to attempt to spread disinformation.
The Lone Gunmen: elitedb, rruff?, serf?, fringe? Go to them for the extra info. Also, great source of humor (serf?).
The Aliens: BCIT insiders & the counterfeiters. Why are they battling each other? What are their intentions? Is the government (SEC?) covering up?
Majestic Consortium: DoM? SEC?
Still some characters I haven't matched up yet: Krycek, Skinner, Doggett, Reyes, X, Marita Covarrubias, Well-Manicured Man...
Oh yeah, the clones, those are our "counterfeit" shares, right? LOL
Interesting post by dimension on RB...
http://www.ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=17732
Wouldn't that be nice
My MAMG shares just transferred from Scottie...
to my Investrade account today... CUSIP 58440Y101
Note that the share amount is post-illegal-R/S.
These shares had been transferred out of Scottie to Investrade back in mid-December, then 10 days later, reverted to Scottie as a "FAIL REVERSAL", and had been sitting at Scottie ever since.
So, why the activity today???
Is this the type of real estate biz that Megas would pursue?
SK REALTY VENTURES, INC.
ORGANIZATION AND DEVELOPMENT
The Company was organized in August, 2003, as a Nevada corporation. In
August, 2003, the Company acquired its wholly-owned subsidiary, J. Adam
Holdings, Inc. ("J. Adam"), a Delaware corporation via the acquisition of all of
the outstanding shares of J. Adam Holdings. The Company is a development stage
company principally engaged, through its J. Adam subsidiary, in the business of
purchasing real estate properties auctioned at tax sales and purchasing tax lien
certificates from municipalities and other jurisdictions.
Our principal executive offices are located 585 Stewart Avenue; Suite
760, Garden City, NY 11530, and our telephone is (516) 683-1254. We do not have
a Web site.
BUSINESS
Founded in 2003, through our J. Adam subsidiary, we are in the business
of purchasing real estate properties auctioned at tax sales and purchasing tax
lien certificates from municipalities and either realizing a gain upon the
redemption of the tax lien certificate by the owner of the underlying property
or sale properties acquired (after foreclosing on the property in the case of a
unredeemed tax lien certificate. Since our inception, we have acquired two
properties in Reading, Pennsylvania via purchase at a tax auction sale.
The Company entered the business through the acquisition on August 15,
2003 of J. Adam Holdings, Inc., a Delaware corporation, the predecessor of the
Company, from non-affiliates of the Company, in exchange for the issuance of
1,800,000 newly issued shares of common stock of the Company.
Our plan is two fold. First, to purchase properties at tax sales and
resell those properties for a capital gain. Second, to purchase tax lien
certificates in a number of jurisdictions and realize income from holding them
until they are redeemed by the owner of the underlying property or realize a
capital gain by foreclosing on the property if the tax lien certificates are not
redeemed. The Company will utilize a revolving credit line in the amount of
$100,000 to provide financing for purchasing of additional tax lien certificates
and properties.
Tax lien certificates are sold at auction by taxing jurisdictions as a
method to collect delinquent real estate taxes. Once the tax lien certificate is
issued by the jurisdiction, it becomes a first lien against the real estate
property and depending upon the jurisdiction, the owner of the property has a
statutorily fixed period of time to pay the delinquent real estate taxes plus
penalties and/or interest to the tax lien certificate holder. If the delinquent
real estate taxes plus penalties and interest is not paid during such period of
time, in most jurisdictions, the property is then transferred to the tax lien
certificate in a form of foreclosure action.
INDUSTRY OVERVIEW
Municipalities, counties, school districts and other jurisdictions with
the statutory right to collect real estate taxes often face delinquent tax
payers. Since these jurisdictions have immediate need for the revenue expected
from tax levies, the legislatures in many states have passed legislation which
permit the taxing jurisdictions to either foreclose upon properties and sell
them at auction or sell off the right to receive the delinquent taxes. By
selling off the property or the right to receive the delinquent taxes, the
jurisdiction is able to provide the cash flow needed for their operations. The
method varies from state to state. Normally, taxing jurisdictions in states that
provide for tax lien sales, sell off the right to receive the delinquent tax
payments, at public auction, in the form of a tax lien certificates. In order to
encourage the purchase of the tax lien certificates by investors, most state
legislatures have provided certain incentives to the purchasers, including
providing the holder of a tax lien certificate with a first lien against the
underlying property, a lien that is superior to the lien of a mortgage holder.
Additionally, the legislatures have provided that in order for the property
owner to redeem the tax lien certificate, a financial penalty or interest rate
must be paid. The amount of these penalties and permissible interest vary from
state to state. Finally, most states provide that the holder of a tax lien
certificate, in the event that the certificate is not redeemed within a fixed
redemption period, can foreclose and take ownership of the property, in a
summary or administrative proceeding.
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At least 25 states permit the sale of tax lien certificates by taxing
jurisdictions. Each state's statutes provide for either a penalty which is added
to the outstanding real estate amount or an interest rate to be applied to the
outstanding amount. In addition, each state also prescribes the amount of time
that the property owner has before the tax lien certificate holder may foreclose
on the property. The table below contains a summary of the laws in various
states which provide for tax lien certificates. The Company, from time to time,
intends to do business in each of these states.
--------------------- ----------------------------------------------------------
Illinois 18% penalty per six month period on non farm land and
12% penalty per six month period on farmland.
--------------------- ----------------------------------------------------------
Arizona 16% interest- Redemption period is three to five
years
--------------------- ----------------------------------------------------------
Colorado 9% interest above the prime rate.
--------------------- ----------------------------------------------------------
Delaware 15% Penalty - One year redemption.
--------------------- ----------------------------------------------------------
Florida 18% penalty per annum.
--------------------- ----------------------------------------------------------
Georgia 20% penalty - one year redemption period.
--------------------- ----------------------------------------------------------
Indiana 10% penalty if redeemed during first six months - 15%
penalty if redeemed during second six months - 25%
after one year.
--------------------- ----------------------------------------------------------
Iowa 2% per month - Redemption period is 3 years
--------------------- ----------------------------------------------------------
Mississippi 1-1/2% interest per month until redeemed. Redemption
period is 2 years.
--------------------- ----------------------------------------------------------
New Hampshire 18% interest per year. Two year redemption period.
--------------------- ----------------------------------------------------------
New Jersey 18% interest per year. Two year redemption period.
--------------------- ----------------------------------------------------------
Rhode Island 10% penalty if redeemed anytime during first six
months plus 1% for each month thereafter. One year
redemption period
--------------------- ----------------------------------------------------------
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--------------------- ----------------------------------------------------------
Vermont 12% interest - One year redemption period.
--------------------- ----------------------------------------------------------
Washington D. C. 1% interest per month.
--------------------- ----------------------------------------------------------
Wyoming 18% interest - Four year redemption period.
--------------------- ----------------------------------------------------------
Pennsylvania does not sell tax lien certificates, rather, properties
are sold by the state in tax foreclosure sales. The two properties currently
owned by the Company were bought in such foreclosure sales.
OPERATIONS AND BUSINESS PLAN
The Company will seek to purchase additional tax lien certificates at
auction in various municipalities in various states. The Company will initially
concentrate its efforts on purchasing properties and tax lien certificates in
New Jersey and Pennsylvania. The Company has already placed substantial effort
in creating a database which contains information about municipalities and other
jurisdictions and their respective auction dates for properties and tax lien
certificates. The Company will seek advanced lists of tax lien certificates to
be offered at auction and will conduct due diligence to review the underlying
properties, their condition and their potential resale or rental value.
The Company will learn about opportunities to attend auction sales for
sales of properties and tax lien certificates through published lists of
upcoming auctions distributed by taxing authorities and third party publishers.
The Company will attend auction sales of properties and tax lien
certificates on a regular basis and attempt to purchase tax lien certificates on
desirable property at a discounted price. It has been the experience of
management, that most tax lien certificates sell at auction for at least 90% of
the amount of taxes outstanding and some tax lien certificates will sell for
more than 100% of the amount of taxes outstanding.
Once the Company has become the successful bidder for one or more
properties, the Company will retain a broker to resell the property. Once the
Company has become the successful bidder for one or more tax lien certificates,
the Company will then manage the process of collection of the amount due under
the tax lien certificates, including the statutory interest and penalties. In
certain circumstances, when a tax lien certificate is not redeemed by a property
owner within the statutory period, the Company will seek to acquire ownership of
the property via a foreclosure proceeding. The foreclosure proceedings will vary
from jurisdiction to jurisdiction. Upon foreclosure, the Company will either
rent the property or place the property on the market for sale.
Once a Company has acquired a tax lien certificate, the Company will
not know when or if it will be redeemed by the owner of the underlying property.
Property owners may almost immediately redeem the certificate, may redeem the
certificate at some other time prior to the expiration of the statutory
redemption period or may allow the property to be foreclosed. Once a property is
foreclosed, the Company will not be able to predict how quickly it may be rented
or sold. Therefore, the Company may have difficulty in predicting and
maintaining cash flow.
27
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In order to provide adequate funding for the Company to purchase
additional properties and tax lien certificates and to pay for operating
expenses, the Company will need to either seek working capital in the form of
loans or additional equity funding or will need to sell some or all of the
properties it currently owns. Currently, the Company has obtained a line of
credit agreement in the amount of $100,000 which the Company intends to use to
fund the purchase of properties and tax lien certificates.
There can be no assurance that the Company will be able to obtain additional
loans or equity financing on terms agreeable to the Company and there can be no
assurance that the Company will be able to sell the properties that it owns
either on a timely basis or at a price agreeable to the Company.
The Company current owns two properties in Reading, PA which were
acquired at a tax sale auction. One of the properties is a three story brick
building and was acquired for $8,892. The other property is a two story brick
building and was acquired for $4,120. The Company intends to sell both
properties.
INVESTMENT POLICY
The Company's investments will be limited to only acquiring properties
in tax foreclosure sales and auctions and to acquire tax lien certificates at
auction. While the Company has no set policy as to the percentage of the
Company's assets which may be invested in one investment, once the Company has
acquired more than four properties, the Company intends not to invest more than
25% of the Company's assets in any one property. The Company intends on
investing only in real estate properties, including, office buildings, apartment
buildings, shopping centers, industrial and commercial properties. The Company
does not intend to become a mortgage lender, nor does the Company intend to
acquire other kinds of securities.
COMPETITION
There is strong competition for the purchase of properties and tax lien
certificates, primarily in the form of local investors and investment groups
located in or near the taxing jurisdictions. There are few competitors, if any,
who operate on a national basis. The Company, as it expands its operations into
additional states and jurisdictions expects strong competition for the purchase
of specific tax lien certificates which may result in higher prices being paid
by the Company for specific tax lien certificates.
OUR CREDIT LINE AGREEMENT
On May 1, 2004, our wholly owned J. Adam Holdings, Inc. subsidiary
executed a Secured Credit Line Agreement with Triple J Associates (the "Credit
Line Agreement"). Triple J Associates is owned by our sole officer and director,
Richard Miller. Pursuant to the Credit Line Agreement, Triple J Associates will
make up to $100,000available to the Company, on a revolving basis, specifically
for the acquisition by the Company of real estate tax liens and real estate tax
deeds. Amounts borrowed under the Credit Line Agreement will bear interest at a
rate of nine percent (9%) per annum and amounts borrowed may be repaid at any
time in an amount of at least $10,000. Repaid amounts may be re-borrowed by the
Company. The Credit Line Agreement expires on December 31, 2005, at which time
all outstanding amounts must be repaid. Amounts borrowed under the Credit Line
Agreement are memorialized in a Secured Revolving Grid Promissory Note and
secured by a Credit Line Mortgage and Security Agreement.
28
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OUR PROPERTIES.
The Company, through it wholly owned subsidiary, has obtained ownership
of two pieces of property in Reading, PA by bidding and paying back taxes on the
county's tax sale of the property. Both properties are residential, single
family dwellings. Both properties are owned in fee by the Company, without any
mortgages or any encumbrances. Annual real estate taxes are less than $1,000 per
property. Both properties are currently vacant and the Company has no intention
to rent the properties. The Company intends to retain a broker to offer both
properties for sale.
GOVERNMENT REGULATION
The purchase of tax lien certificates is regulated by statute in each
state, as well as, local laws in jurisdictions. Once tax lien certificates are
purchases, the Company will be subject to applicable laws and regulations
regarding the collection of the outstanding amounts and the foreclosure of the
property. The Company will be subject to applicable provisions of federal and
state securities laws and to regulations specifically governing the real estate
industry. The operations of the Company will also be subject to regulations
normally incident o business operations (e.g., occupational safety and health
acts, workmen's compensation statutes, unemployment insurance legislation and
income tax and social security related regulations). Although the Company will
make every effort to comply with applicable regulations, it can provide no
assurance of its ability to do so, nor can it predict the effect of these
regulations on its proposed activities.
PROPRIETARY RIGHTS
We currently own no copyrights, trademarks, and other intellectual
property rights as critical to our success except for trade secrets related to
our business methodologies, practices and tools. To protect our rights in these
various intellectual properties, we rely on a combination of trade secret
protection and confidentiality agreements and other contractual arrangements
with our employees, clients, strategic partners, acquisition targets and others
to protect our proprietary rights. In addition, although we believe that our
proprietary rights do not infringe on the intellectual property rights of
others, there can be no assurance that other parties will not assert
infringement claims against us.
EMPLOYEES
As of December 15, 2004, we had one full time and one part time
employee.
FISCAL YEAR
Our fiscal year is from January 1 to December 31 of each year.
FACILITIES
Pursuant to an oral agreement, we utilize the offices of our President,
at no cost to the Company. As we implement our business strategy, it is expected
that we will acquire additional office space in the New York City metropolitan
area.
LITIGATION
We are not engaged in any litigation.
29
Okay, Art. Been patient this long, will have to remain patient still. Hopefully will be a happy ending.
Still need to get GVRP/MAMG resolved in our favor, though--that one's hard to have had patience with--ugh.
Keepin' the faith...
Still wondering how this stalemate will be resolved. It appears that neither Megas nor the brokerages are leaning toward assisting us.
Megas' email yesterday from RB poster...
http://ragingbull.lycos.com/mboard/boards.cgi?board=BCIT&read=17585
By: yugsnioc
28 Mar 2006, 09:12 AM EST
Msg. 17585 of 17586
Jump to msg. #
Megas intends to screw over the fake cert holders!
I emailed Megas yesterday about my shares and here is his aweful response. No compassion shown for those who got screwed...
---------------------------------------------------
First, here is my email to him.
From: "Coinsguy"
Subject: BCIT
Date: Mon, 27 Mar 2006 12:44:55 -0500
Mr Megas,
I am a shareholder of BCIT and have a couple of questions for you, if you don't mind.
1) My shares are currently held in street name with Ameritrade. If I asked Ameritrade to issue my shares to me in certificate form, are you or your TA able to fill the request from Ameritrade?
2) I understand there are counterfeit shares on the market. How can I determine if I have counterfeit or real shares?
3) What should I do if I am holding counterfeit shares?
4) I understand BCIT recently won a lawsuit against the perpetrators of the counterfeit shares and received a settlement. What does that mean for us, whether real or counterfeit shareholders?
5) Finally, what is coming down the pipe as concerns BCIT, the lawsuit, any payouts, disbursements or compensation of any form?
Thanks for any information you can give!
-----------------------------------------------------
Here is his response:
bcit will not be compensating anybody since it has not done any business with any of the holders of fake shares either directly or indirectly. the company has won some compensation from some of the perpetrators of the fraud. The company`s filings are being brought up to date. If your shares were purchased after april of 2005 they are undoubtedly forgeries and this is a matter you should take up with ameritrade who must have acquired these forged shares from somebody else to sell them to you.
best regards
thomas megas
bcit ceo
-----------------------------------------------------
Here is my reply to his reply. I am awaiting a response from him.
Mr Megas
This sounds very gloomy for us who have fake shares. Is there not going to be any attempt to legitimize our shares? Is that not what the compensation from the perpetrators of the fraud was for? If not, what was the compensation for?
Seems to me that BCIT is not the one that should be compensated but rather the ones who bought fake shares as it was us who were harmed, not BCIT. Ameritrade has stated that ensuring the shares are legitimate is beyond their prevue and that we should contact BCIT as Ameritrade has no responsibility. You say contact them.
I had faith in the integrity and honesty of both Ameritrade and you, which I now see was misplaced. My mere $1000 investment in BCIT may not seem like much to you but it is more than a year's worth of savings to me.
It may be that the only way we are to get any compensation is to file for an injunction against the disbursement of any compensatory funds so that we can argue our case to the judge. If no one else is going to look out for us, then the only alternative is that we do it ourselves.
GCHR chart--on upswing...
10Q due out in next couple weeks per last PR
I would like to see a particular word added to or deleted from the dictionary. What can I do?
Every day, Merriam-Webster receives many letters from people who want to lobby to have a word added to the dictionary (often a term they have just coined) or removed from it (often because they find the term offensive). However, the selection of which words to include in the dictionary is not based on personal preferences or popularity-contest-style votes; it is based on usage. Simply put, to gain entry to the dictionary, a word must be widely used in a broad range of professionally written and edited materials over an extended period of time. Any word that has sufficiently widespread use in such publications is eligible for dictionary entry (for more details on how words are entered in the dictionary, read the article How words get in the dictionary).
Since words are entered into the dictionary on the basis of actual usage, the best way to get a word in the dictionary is to use it and to encourage others (especially professional writers and editors) to use it. The best way to work toward getting a word removed from the dictionary is to avoid using it yourself and to discourage its use in published writing.
http://www.m-w.com/help/faq/addword.htm
Looks like you'll need to get "degarnishment" widely used--time to lobby law schools to start new students using the new word... over time, it might take. Good luck, serf!
(edit) They can't be allowed to get away with this. We who bought during that fabled week last May have controlling interest many times over. We should be able to dictate direction of the company. That B.S. about A/B shares and the illegal R/S should all be challenged in court, IMHO. They never had controlling interest when they changed the structure of the company. We should control the company, just as was discussed on the Gluv B.O.D. board many moons ago.
I do hope that Banyas and company actually have balls and clout enough to prosecute these scumbags and give us what we bought--real post-F/S shares (with long positions that have been mega-shorted) in Media Magic.
I wonder if anyone has contacted Bidville to tell them about the FL Examiners' office investigation. LOL
You mean norm's prediction of the prize patrol truck coming to us? It seems to be stuck in traffic somewhere. LOL
See thread starting here...
http://www.investorshub.com/boards/read_msg.asp?message_id=10277043
No, I suspect it's a standard court fee that's paid to some fund to help abused children. I think those are all just state-mandated fees, kind of like taxes. (edited)
Looks like 3 different garnishments...
against three different people?
And at the end, it looks like some standard Oklahoma court fees (a la those funky adders we pay on our phone bills)...
03/21/2006 ACCOUNT - 47494786 Mar 21 2006 12:55:56:030PM - $ 0.00
RECEIPT # 2006-1381432 ON 03/21/2006.
PAYOR: DUNN SWAN AND CUNNINGHAM TOTAL AMOUNT PAID: $ 228.00.
LINE ITEMS:
CJ-2005-7459: $165.00 ON AC01 CLERK FEES.
CJ-2005-7459: $3.00 ON AC31 COURT CLERK REVOLVING FUND.
CJ-2005-7459: $30.00 ON AC69 CHILD ABUSE MULTIDISCIPLINARY FEE.
CJ-2005-7459: $30.00 ON AC79 OCIS REVOLVING FUND.
Looks like it's against Barkev Kibarian...
03/20/2006 MO - 47495194 Mar 21 2006 1:12:03:957PM Realized $ 0.00
MOTION TO ENFORCE SETTLEMENT AGREEMENT AND FOR ENTRY OF JUDGMENT AGAINST DEFENDANT, BARKEV KIBARIAN
03/21/2006 GACON - 47494767 Mar 21 2006 12:55:29:720PM Realized $ 55.00
GARNISHMENT AFFIDAVIT W/SUMMONS - CONTINUING WAGE($ 55.00)
03/21/2006 OCISR - 47494768 Mar 21 2006 12:55:29:783PM Realized $ 10.00
OKLAHOMA COURT INFORMATION SYSTEM REVOLVING FUND($ 10.00)
03/21/2006 CCADMIN - 47494769 Mar 21 2006 12:55:29:783PM Realized $ 1.00
COURT CLERK ADMINISTRATIVE FEE ON COLLECTIONS($ 1.00)
03/21/2006 CHAB - 47494770 Mar 21 2006 12:55:29:783PM Realized $ 10.00
C.H.A.B. STATUTORY FEE($ 10.00)
03/21/2006 GACON - 47494771 Mar 21 2006 12:55:32:453PM Realized $ 55.00
GARNISHMENT AFFIDAVIT W/SUMMONS - CONTINUING WAGE($ 55.00)
03/21/2006 OCISR - 47494772 Mar 21 2006 12:55:32:487PM Realized $ 10.00
OKLAHOMA COURT INFORMATION SYSTEM REVOLVING FUND($ 10.00)
03/21/2006 CCADMIN - 47494773 Mar 21 2006 12:55:32:487PM Realized $ 1.00
COURT CLERK ADMINISTRATIVE FEE ON COLLECTIONS($ 1.00)
03/21/2006 CHAB - 47494774 Mar 21 2006 12:55:32:500PM Realized $ 10.00
C.H.A.B. STATUTORY FEE($ 10.00)
03/21/2006 GACON - 47494775 Mar 21 2006 12:55:35:237PM Realized $ 55.00
GARNISHMENT AFFIDAVIT W/SUMMONS - CONTINUING WAGE($ 55.00)
03/21/2006 OCISR - 47494776 Mar 21 2006 12:55:35:283PM Realized $ 10.00
OKLAHOMA COURT INFORMATION SYSTEM REVOLVING FUND($ 10.00)
03/21/2006 CCADMIN - 47494777 Mar 21 2006 12:55:35:283PM Realized $ 1.00
COURT CLERK ADMINISTRATIVE FEE ON COLLECTIONS($ 1.00)
03/21/2006 CHAB - 47494778 Mar 21 2006 12:55:35:300PM Realized $ 10.00
C.H.A.B. STATUTORY FEE($ 10.00)
03/21/2006 ACCOUNT - 47494786 Mar 21 2006 12:55:56:030PM - $ 0.00
RECEIPT # 2006-1381432 ON 03/21/2006.
PAYOR: DUNN SWAN AND CUNNINGHAM TOTAL AMOUNT PAID: $ 228.00.
LINE ITEMS:
CJ-2005-7459: $165.00 ON AC01 CLERK FEES.
CJ-2005-7459: $3.00 ON AC31 COURT CLERK REVOLVING FUND.
CJ-2005-7459: $30.00 ON AC69 CHILD ABUSE MULTIDISCIPLINARY FEE.
CJ-2005-7459: $30.00 ON AC79 OCIS REVOLVING FUND.
GCHR 10K is out...
http://www.pinksheets.com/quote/print_filings.jsp?url=%2Fredirect.asp%3Ffilename%3D0001050502%252D06...
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-KSB
Annual Report Under Section 13 or 15 (d) of
the Securities Exchange Act of 1934
For the fiscal year ended September 30, 2005
Commission file number: 0-12809
GOLDEN CHIEF RESOURCES, INC.
(Name of small business issuer in its charter)
State of Kansas 48-0846635
--------------- ----------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification #)
896 N. Mill Street, Suite 203, Lewisville, Texas 75057
(Address of principal executive offices)(Zip code)
Issuer's telephone number: (972) 219-8585
Securities registered under Section 12 (g) of the Exchange Act: Common stock, no
par value
The issuer (1) has filed all reports required to be filed by Section 13 or 15
(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
Check if disclosure of delinquent filers in response to Item 405 of Regulation S-B is not contained in this form, and no disclosure will be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-KSB or any amendment to this Form 10-KSB. [X]
State issuer's revenues for its most recent fiscal year $0.
The aggregate market value of the voting stock held by non-affiliates of the registrant on September 30, 2005, was $3,472,999. The number of shares outstanding of the registrant's common stock on September 30, 2005, was 243,019,960 shares.
PART I
Item 1. Description of Business
(a) Business Development
We were originally incorporated as Arts Antique Autos, Ltd., and changed our name to Golden Chief Resources, Inc. on August 5, 1981. During the early 1980s, we engaged in oil and gas operating, mining, real estate operations. During the mid-1980s, we lost our asset and revenue base due to economic conditions, and liquidated assets and ceased operations in 1986. Accordingly, we remained dormant with no activity until the fiscal year beginning October 1, 1997. During the year ended September 30, 1998, minimal new assets were contributed in exchange for stock. In October 1999, oil and gas interests were contributed in exchange for stock, resulting in a change of control. In July 2002, we transferred the oil and gas interests to a shareholder in exchange for debt assumption, and ceased operations.
During its fiscal year ended September 30, 2005, the Company was not involved in any bankruptcy, receivership, or similar proceeding and underwent no material reclassification, merger, or consolidation. The Company does not anticipate involvement or participation in any of the above proceedings.
(b) Business of Issuer
The Company is seeking to re-enter the oil and gas industry as a producer, but the prospect is limited by the availability of sufficient funds to pursue this on a more active basis. The Company currently has two employees.
(c) Reports to Security Holders
The Company does not intend to deliver an annual report to its security holders. The public may read and copy any materials filed with the SEC, such as this Form 10-KSB and Form 10-QSB reports. The Company is an electronic filer under the SEC's EDGAR filing program. Accordingly, the Company's filings are maintained by the SEC in a database at www.sec.gov and are available to all security holders.
Item 2. Description of Property
As of September 30, 2005, the Company's assets consisted of only the Montgomery County Pipeline, the non-producing Lindley,Ownbey and Troyer leases.
Previously the Company had oil and gas operations and as such are and will be subject to federal, state and local laws and regulations and by political developments. The domestic production and sale of oil and gas are subject to federal regulation by the Department of Energy and the Federal Energy Regulation Commission. Rates of production of oil and gas have for many years been subject to federal and state conservation laws and regulations. In addition, oil and gas operations are subject to extensive federal and state regulations concerning exploration, development, production, transportation and pricing, and to interruption or termination by governmental authorities.
The term "working interest" as used herein means all or a fractional part of the ownership rights granted by a concession or lease. The working interest, or a part thereof, pays all costs of operation and is entitled to the gross production less royalties retained by the grantor or lessor and less other royalties or non-operating interests created and assigned from the working interest.
2
Gas Reserves
Please review the notes attached to the financial statements which are made a part hereof.
Item 3. Legal Proceedings
As of February 28, 2006 there were no legal proceedings to which the Company was a party, and no litigation is known to be pending.
Item 4. Submission of Matters to a Vote of Securities Holders
There have been no matters submitted to a vote of securities holders since December 17, 2001 at which a special meeting of shareholders was held in Dallas, Texas at which the Company agreed to effect a reverse split of its common stock at a 1 for 10 ratio. This action was effective as soon as practical and was effected in the trading of the Company's shares on January 2, 2002. The meeting also approved the filing of an S-8 registration statement with the Securities and Exchange Commission to allow the issuance of shares to consultants, advisors and attorneys. The S-8 statement was filed on December 21, 2001. The meeting also approved the change of corporate name to be determined at a later date by management. See Subsequent Events below.
PART II
Item 5. Market for Common Equity and Related Stockholder Matters
(a) Market Information
The Company's shares have been trading sporadically, in the Pink Sheet market since late August of 2003, and based on information available directly from the Pink Sheet data center, share prices have ranged from an annual low of $0.01 per share to a high of $0.07 per share in June of this 2005. The Company's shares are traded under the symbol GCHR.
The Company's common stock had previously traded on the over the counter bulletin board under the symbol GCHR. The stock began trading in the Spring of 2000, and the following table shows the quarterly trading information for the previous fiscal year as provided by the National Quotation Bureau.
Closing Bid Closing Ask
Quarter ended High Low High Low
------------- ---- --- ---- ---
December 31, 2000 $.085 $.015 $.15625 $.05
March 31, 2001 $.025 $.002 $.03 $.015
June 30, 2001 $0.073 $0.011 $0.049 $0.15
September 30, 2001 $0.022 $0.005 $0.025 $0.006
As of September 30, 2005, certain options have been granted to officers and key personnel as follows: 200,000 shares at an exercise price of $0.10 per share with expiration period of December 31, 2005. The preceding numbers of shares have been adjusted for the 1 for ten reverse split effected December 17, 2001
3
(b) Holders
As of September 30, 2005, there were approximately 300 stockholders of record of the Company's common stock. Additional stockholders hold stock in street names; the number of street name holders is not available to the Company.
(c) Dividends
The Company has not declared or paid dividends in the past, and does not anticipate doing so in the immediate future.
Item 6. Management's Discussion and Analysis or Plan of Operations
In December of 2004 the Company entered into an agreement with International Royalty and Oil Co. (IROC) of Dallas, Texas in which the Company will acquire certain oil and gas leases located in Montgomery and Chautauqua Counties in southeast Kansas in exchange for 93,500,000 shares of the Company's common stock, subject to various conditions. Additionally the Company also agreed to issue 2,500,000 shares to acquire the marketing rights for an enhanced downhole separation device used in the oil and gas industry.
Also in December of 2004 in conjunction with the above transaction with IROC Mr. Landrum and Mr. Hewitt resigned as officers and members of the board of directors and were replaced by Mr. Fred Oden and Mr. Hugh Fowler. Mr. Oden accepted the position of Vice President and Mr. Fowler accepted the position of Secretary and Mr. McIlvain was appointed as President.
At the end of the previous fiscal year the Company's management determined that continuing operation of the oil and gas properties was not of economic benefit to the Company and entered into an agreement with the Company's president whereby he agreed to accept the liabilities associated with the properties and receive the properties from the Company. This transaction effectively removed all producing properties and transferred them to the Company's president along with the liabilities associated with them.
In order for the Company to proceed an input of capital and or assets must be forthcoming. Management is actively seeking both.
During the years ended September 30, 2005 and 2004, the Company had no operations and incurred operating losses of $1,090,883 and $23,186 respectively.
During the fourth quarter of the fiscal year, Golden Chief agreed to issue 2,950,000 shares of common stock for $70,000. The $70,000 was received, but as of September 30, 2005 the shares had not been issued. The Company also agreed to issue 991,250 shares for services of $19,825, and 5,000,000 shares to a related party for the acquisition of an oil and gas property with a basis of $155,114.
During the nine months ending June 30, 2005, we raised $100,610 from existing shareholders who purchased 4,224,400 shares of our common stock for approximately $0.025 per share. The proceeds were used to satisfy certain obligations and to begin the audit for the year ending September 30, 2004. We also acquired a small natural gas pipeline located in Montgomery County, Kansas from a related party for the issuance of 2,000,000 shares of common stock valued at $36,000. In July and August 2005, Golden Chief sold 1,250,000 shares of common stock for $30,000 to several investors
During the quarter ending September 30, 2004 the Company issued 5,000,000 shares for the input of $5,000 from an investor which was used for audit fees and SEC filings.
During the quarter ending March 31, 2004 the Company agreed to issue 30,000,000 shares of the Company's common stock to the Company's executive vice president to reduce the Company's payable to him by $30,000. The Company issued 500,000 shares to the Company's previous independent auditor to eliminate the Company's payable to him in the amount of $16,440. The Company also arranged to sell 15,000,000 shares for $15,000 cash to be used in reducing payables and securing the audits necessary to bring the Company's SEC filings up to date.
4
Subsequent Events
None
Income Taxes
See Note 6 to the Financial Statements.
Disclosure Regarding Forward-Looking Statements
This Form 10-KSB includes "forward-looking" statements within the meaning of
Section 27A of the Securities Act and the Company desires to take advantage of the "safe harbor" provisions thereof. Therefore, the Company is including this statement for the express purpose of availing itself of the protections of such safe harbor provisions with respect to all of such forward-looking statements. The forward-looking statements in this Form 10-KSB reflect the Company's current views with respect to future events and financial performance. These forward-looking statements are subject to certain risks and uncertainties that could cause actual results to differ from those anticipated. In the Form 10-KSB, the words "anticipates", "believes", "expects", "intends", "future" and similar expressions identify forward-looking statements. The Company undertakes no obligation to publicly revise these forward-looking statements to reflect events or circumstances that may arise after the date hereof. All subsequent written and oral forward-looking statements attributable to the Company or persons acting on its behalf are expressly qualified in their entirety by this section.
Item 7. Financial Statements
The financial statement information for the Company is set forth immediately following the signature page of this Form 10-KSB. See the Index to Financial Statements on page F-1.
Item 8. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
In August of 2005 the Company dismissed Bateman & Co., Inc., PC of Houston, Texas as its independent auditor and appointed Malone-Bailey, PC as its independent auditor. In March of 2005 Clyde Bailey, P.C. resigned as the firm's independent auditor. Therefore the Company engaged Bateman & Co., Inc. P. C. of Houston, Texas to perform the audit of the Company's financial statements as of September 30, 2004. In early 2004 the Company engaged Clyde Bailey, CPA to perform the audit of the Company's financial statements for the fiscal year ending September 30, 2002 and 2003. The Company has had no disagreements on accounting and financial disclosure with its auditor or the previous auditors.
5
PART III
Item 9. Directors, Executive Officers, Promoters and Control Persons
Each of the officers and directors hold office for one year terms. None of the officers or directors have been involved in any material legal proceedings. The following are the officers and directors of the Company as of September 30, 2004:
Name Age Position Director Since
---- --- -------- --------------
Michael H. McIlvain 59 President and Director 1999
B. Fred Oden, III 50 Vice President and Director 2005
Hugh Fowler 49 Secretary and Director 2005
Management.
Michael H. McIlvain, age 59, Trophy Club, Texas is President and a director of the Company. Mr. McIlvain holds BS and MBA degrees from the University of Kansas. He has more than 20 years of experience in the oil and gas business, mainly with Clinton Oil Co., Wichita, Kansas, and Rickelson Oil and Gas Company, Tulsa, Oklahoma. Between 1994 and 1997, he was executive vice president of BeneFund, Inc., a publicly held telecommunications company based in Tulsa.
6
B. Fred Oden III, age 50, Lewisville, Texas, has been a Vice-President and a director of the Company since November 15, 2004. He is also President and Chief Executive Officer of Sabine Operating Services, Inc., Westminster, Texas which is a Texas and Kansas licensed petroleum operator. Mr. Oden has more than twenty years experience in the oil and gas industry. A sociology and law enforcement graduate of Lamar State University, Beaumont, Texas, Mr. Oden is a Texas certified peace officer.
Hugh W. Fowler, age 49, Richardson, Texas has been a Vice-President and a director of the Company since November 15, 2004. He is a business administration graduate of Stephen F. Austin University, Nacogdoches, Texas and since 1977 has worked in the oil and gas industry, primarily in Southeastern, Kansas.
Item 10. Executive Compensation
In January of 2004 the Company issued 30,000,000 shares to M. H. McIlvain as partial payment of sums owed him by the Company.
In September 2002, the Company issued a total of 15,000,000 shares to the officers of the Company in exchange for their agreement to waive and forego any benefit from their employment agreements and that the Company shall cancel those agreements including stock option grants. A total of $698,060 had been accrued as salaries under the respective employment agreements.
Item 11. Security Ownership of Certain Beneficial Owners and Management
The following is certain information regarding the Company's common stock as of September 30, 2000 with respect to (a) security ownership of each person known by the Company to own beneficially more than 5% of the Company's common stock, and (b) security ownership of management.
Ownership at September 30, 2005
Name and Address Number of Percent of
Title of Class of Beneficial Owner Shares Owned Class Notes
-------------- ------------------- ------------ ----- -----
Common Stock M. H. McIlvain 37,300,000 15.35% See 2 below.
No Par Value 110 Seminole
Trophy Club, TX 76262
Common Stock James W. Landrum 22,014,500 9.06% See 1 below.
No Par Value 406 Griffith Avenue
Terrell, TX 75160
Common Stock B. Fred Oden 7,000,000 2.88% See 3 below.
No Par Value
Common Stock Hugh Fowler 30,000 .01%
No Par Value 505 Tiffany Trail
Richardson, Texas
Common Stock Red River Properties, 20,014,500 8.40% See 1 below.
No Par Value Inc.
406 Griffith Avenue
Terrell, TX 75160
Common Stock Humboldt Corp. 13,040,000 5.37%
No Par Value 1711 E. Frankford
Carrollton, TX 75006
All directors and officers 44,330,000 18.24% as a group (3 persons)
7
There are no family relationships between the officers and directors.
1. Of Mr. Landrum's shares 20,814,500 shares are held by Red River Properties, Inc. of which he is the President; 400,000 shares held by the 4 L-J Trust of which he is a Trustee; 400,000 shares held by the 4 L-K Trust of which he is a Trustee; 400,000 shares held by the 4 L-L Trust of which he is a Trustee; and 400,000 shares held by the 4 L-W Trust of which he is a Trustee.
2. Of Mr. McIlvain's shares 400,000 are held by Elizabeth L. McIlvain, his wife; 100,000 held by Elizabeth L. McIlvain as custodian for a minor child; and the remaining 36,800,000 shares are held directly.
3. Mr. Oden's shares are held by Sabine Operating Services, Inc. of which he is the President and majority shareholder.
4. The directors include M. H. McIlvain, B. Fred Oden, and Hugh Fowler.
(c) Changes in Control
None.
Item 12. Certain Relationships and Related Transactions
In January of 2004 the Company entered into an agreement with Mr. McIlvain whereby he would receive 30,000,000 common shares in exchange for a reduction in the amount owed him by the Company in the amount of $30,000.
Item 13. Exhibits and Reports on Form 8-K
A filing on Form 8K was made on June 30, 2005 notifying of the engagement of Bateman & Co. of Houston, Texas as the Company's independent auditor. On August 15, 2005 a filing on Form 8-K was made notifying of the engagement of Malone & Bailey, PC, of Houston, Texas as registrant's independent auditor.
On October 19, 2005 a filing on Form 8-K was made notifying that the Registrant's board of directors voted to appoint Routh Stock Transfer 5700 W. Plano Parkway #1000 Plano, Texas 75093 as the Company's transfer agent replacing Fidelity Transfer Company of Salt Lake City, Utah. The change was made to provide more convenience and accountability for this function and will be effective October 24, 2005.
On December 19, 2001 a Form 8-K was filed with the Securities and Exchange Commission disclosing the action taken at the December 17, 2001 special meeting of shareholders at which the Company effected a 1 for 10 reverse split of its common shares and the Company was authorized to file an S-8 registration statement to allow it to issue shares to certain advisors, consultants and attorneys.
8
SIGNATURES
In accordance with Section 13 or 15 (d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
GOLDEN CHIEF RESOURCES, INC.
Date: March 17, 2006 /s/ MICHAEL H. MCILVAIN
--------------------------
By: Michael H. McIlvain, President,
Chief Executive Officer and
Principal Accounting Officer
In accordance with the Exchange Act, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated:
Signature Title Date
--------- ----- ----
/s/ MICHAEL H. MCILVAIN President & Director March 17, 2006
-----------------------
Michael H. McIlvain
/s/ B. FRED ODEN, III Director March 17, 2006
-----------------------
B. Fred Oden, III
/s/ HUGH FOWLER Director March 17, 2006
-----------------------
Hugh Fowler
9
GOLDEN CHIEF
RESOURCES, INC.
FINANCIAL STATEMENTS
For the Years Ended
September 30, 2005 and 2004
F-1
Report of Independent Registered Public Accounting Firm
Board of Directors
Golden Chief Resources, Inc.
Lewisville, Texas
We have audited the accompanying balance sheets of Golden Chief Resources, Inc. as of September 30, 2005, and the related statements of operations, stockholders' equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Chief Resources, Inc. as of September 30, 2005, and the results of its operations and its cash flows for the year then, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company has suffered recurring losses from operations and has a net capital deficiency that raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
Malone & Bailey
January 12, 2006
F-2
Bateman & Co., Inc., P.C.
Certified Public Accountants
5 Briardale Court Houston, Texas 77027-2904 (713) 552-9800 FAX (713) 552-9700 www.batemanhouston.com
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To The Board of Directors and Stockholders Of Golden Chief Resources, Inc.
We have audited the accompanying balance sheet of Golden Chief Resources, Inc. (a Kansas corporation and a development stage enterprise) as of September 30, 2004, and the related statements of operations, stockholders' deficit, and cash flows for the year ended September 30, 2004, and for the cumulative development stage period from October 1, 1997 through September 30, 2004. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Golden Chief Resources, Inc. as of September 30, 2003, and for the year then ended, and the cumulative statements of operations, stockholders' deficit, and cash flows from October 1, 1997 through September 30, 2003, were audited by other auditors whose report dated July 15, 2004, expressed an unqualified opinion on those statements, with a paragraph emphasizing that there was substantial doubt the entity might survive as a going concern. Our report on the cumulative statements of operations, stockholders' deficit, and cash flows from October 1, 1997, through September 30, 2004, insofar as it relates to amounts for periods ending on or prior to September 30, 2003, is based solely on the report of the other auditors.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Golden Chief Resources, Inc. (a development stage enterprise) as of September 30, 2004, and the results of its operations and its cash flows for the year ended September 30, 2004, and for the cumulative development stage period from October 1, 1997, through September 30, 2004, in conformity with accounting principles generally accepted in the United States of America.
The accompanying financial statements have been prepared assuming that the Company will continue as a going concern. As discussed in Note 2 to the financial statements, the Company is not currently engaged in a business and has suffered losses from development stage activities to date, which raise substantial doubt about its ability to continue as a going concern. Management's plans in regard to these matters are also described in Note 2. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.
/s/ BATEMAN & CO., INC., P.C.
-----------------------------
BATEMAN & CO., INC., P.C.
Houston, Texas
June 30, 2005
Member
INTERNATIONAL ASSOCIATION OF PRACTISING ACCOUNTANTS
Offices in Principal Cities Around The World
F-3
Golden Chief Resources Inc.
Balance Sheets
September 30, 2005 & 2004
ASSETS 2005 2004
----------- -----------
Current assets
Cash $ 7,093 $ 225
Advances to related parties 20,768
----------- -----------
Total current assets 27,861 225
----------- -----------
Fixed assets
Montgomery pipeline 34,789
Oil & gas properties, non-producing 254,304
----------- -----------
Total fixed assets 289,093
----------- -----------
Total assets $ 316,954 $ 225
=========== ===========
LIABILITIES & STOCKHOLDERS' DEFICIT
Current liabilities
Accounts payable $ 19,108 $ 22,881
Accrued expenses - related party 10,170
Accrued expenses 6,000
Stock payable 365,724
----------- -----------
Total current liabilities 384,832 39,051
----------- -----------
Stockholders' deficit
Common stock, no par value, 500,000,000 shares authorized
243,019,960 and 132,578,710 shares issued and outstanding at
September 30, 2005 & 2004, respectively 4,713,558 3,658,732
Accumulated deficit (781,436) (3,697,558)
----------- -----------
Total stockholders' deficit (67,878) (38,826)
----------- -----------
Total liabilities and stockholders' deficit $ 316,954 $ 225
=========== ===========
F-4
Golden Chief Resources, Inc.
Statements of Operations
For the Years Ended September 30, 2005 & 2004
2005 2004
------------- -------------
Revenues
Expenses
Lease operating expenses $ 7,005
Compensation expense 230,206
Consulting fees 49,050
Professional fees 34,883 $ 11,685
Public relations 1,250
Travel 6,173 237
Rent 11,290 6,000
Other 751,026 5,264
------------- -------------
Total operating expenses 1,083,878 23,186
------------- -------------
Loss from operations (1,090,883) (23,186)
Other income/(expenses)
------------- -------------
Net loss $ (1,090,883) $ (23,186)
============= =============
Basic and diluted loss per share $ (0.00) $ (0.00)
============= =============
Weighted average shares outstanding 220,364,874 110,252,207
F-5
Golden Chief Resources Inc.
Statement of Changes in Stockholders' Deficit
For the Years Ended September 30, 2005 & 2004
Additional Total
Common Paid In Accumulated Stockholders'
Shares Stock Capital Deficit Deficit
------------ ------------ ------------ ------------ ------------
Balances September 30, 2003 72,078,710 $ 3,567,292 $ 15,000 $ (3,674,372) $ (92,080)
Proceeds of common stock 60,500,000 76,440 76,440
Net loss (23,186) (23,186)
------------ ------------ ------------ ------------ ------------
Balances September 30, 2004 132,578,710 3,643,732 15,000 (3,674,372) (15,640)
Proceeds of common stock 110,441,250 1,054,825 1,054,825
Net loss (1,083,878) (1,083,878)
------------ ------------ ------------ ------------ ------------
Balances September 30, 2005 243,019,960 $ 4,698,557 $ 15,000 $ (3,674,372) $ 1,039,185
F-6
Golden Chief Resources, Inc. Statements of Cash Flows For the Years Ended September 30, 2005 & 2004
2005 2004
----------- -----------
Cash Flows from Operating Activities
Net Loss $(1,083,878) $ (23,186)
Stock Issued for Services 906,036
Stock Payable for Services 50,000 --
Changes in:
Advances to related parties (20,768) --
Accounts Payable (3,772) 7,185
Accrued expenses (6,000) 6,000
Accounts payable - related party (10,170) (19,774)
----------- -----------
Net Cash Used in Operating Activities (168,552) (29,775)
----------- -----------
Cash Flows from Investing Activities:
Purchase of oil and gas properties (4,190)
----------- -----------
Net Cash Used In Investing Activities (4,190)
----------- -----------
Cash Flows from Financing Activities:
Proceeds of stock sales 19,000 30,000
Stock payable for cash 160,610
----------- -----------
Net Cash Provided From Financing Activities 179,610 30,000
----------- -----------
Net Increase (Decrease) in Cash 6,868 225
Cash & cash equivalents
Beginning of year 225
----------- -----------
$ 7,093 $ 225
=========== ===========
End of year
=========== ===========
Supplementary Disclosure:
Cash Paid for Interest
Cash Paid for Taxes
Non-cash transactions:
Shares Issued:
For oil and gas properties $ 129,789
For services $ 906,036
For payables $ 46,440
Stock Payable:
For oil and gas properties $ 155,114
F-7
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
NATURE OF BUSINESS
The Company was incorporated as Arts Antique Autos, Ltd. in November 1976 in the State of Kansas. During the early 1980's the Company engaged in oil and gas operating, mining, real estate operations. During the mid 1980's, economic conditions caused the Company to lose its asset and revenue base. Management decided to discontinue any further business operations and completed the liquidation of the few remaining assets during 1986. The Company did not operate a line of business until the year ended September 30, 2000. During the fiscal year ended September 30, 1998, new assets were contributed in an attempt to revive the Company. In October 1999, interests in oil and gas properties were contributed by third parties in exchange for newly issued stock. This resulted in a change in control of the Company. In July of 2002, the Company abandoned the oil assets by transferring the assets to one of the shareholders in exchange for the debt associated with the property. Management's plans include efforts to raise operating and development capital followed by further acquisition and development of oil and gas properties.
RECLASSIFICATIONS
Certain prior year amounts have been reclassified to confirm with the current year presentation.
USE OF ESTIMATES
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the financial statements, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
CASH AND CASH EQUIVALENTS
The Company considers all highly liquid investments with an original maturity of three months or less to be cash equivalents for purposes of preparing its Statement of Cash Flows.
LONG-LIVED ASSETS
Long-lived assets consist primarily of property and equipment, excess of cost over net assets of acquired businesses, and other intangible assets. The recoverability of long-lived assets is evaluated at the operating unit level by an analysis of operating results and consideration of other significant events or changes in the business environment. If an operating unit has indications of impairment, such as current operating losses, the Company will evaluate whether impairment exists on the basis of undiscounted expected future cash flows from operations before interest for the remaining amortization period. If impairment exists, the carrying amount of the long- lived asset is reduced to its estimated fair value, less any costs associated with any final settlement. As of September 30, 2005, there was no impairment of the Company's long-lived assets.
Property and equipment is valued at cost. Additions are capitalized and maintenance and repairs are charged to expense as incurred. Gains and losses on dispositions of equipment are reflected in operations. As of September 30, 2005 there was no depreciation provided due to the fact that the properties have not been put into operations.
F-8
INCOME TAXES
Golden Chief recognizes deferred tax assets and liabilities based on differences between the financial reporting and tax bases of assets and liabilities using the enacted tax rates and laws that are expected to be in effect when the differences are expected to be recovered. Golden Chief provides a valuation allowance for deferred tax assets for which it does not consider realization of such assets to be more likely than not.
The Company's differences arise principally from the difference in the way oil and gas assets are deducted and from the deducibility of accrued salaries for financial statement and income tax purposes.
EARNINGS PER SHARE
Accounting rules provide for the calculation of "Basic" and "Diluted" earnings per share. Basic earnings per common share excludes dilutive securities and is computed by dividing net income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per common share reflect the potential dilution of securities that could share in the earnings of the entity on an "as if converted basis. This is done by dividing net income available to common shareholders, as adjusted if necessary, by the weighted average number of common shares outstanding plus potential dilutive securities. The Company had no dilutive securities during 2005 or 2004.
CONCENTRATIONS
The Company's operations are all in the oil and gas industry. As such, revenues, costs, etc. are subject to changes due to national and international inventory levels, variations in consumption, and other discrete factors. The Company currently owns interests in only two properties and deals with a single operator on each property. Should anything happen to the operator of either property, it is believed that a substitute operator would be available.
RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Golden Chief does not expect the adoption of recently issued accounting pronouncements to have a significant impact on its results of operations, financial position or cash flow.
NOTE 2 - GOING CONCERN
As shown in the accompanying financial statements, Golden Chief incurred recurring net losses of 4, respectively, has an accumulated deficit of 4,781,436 and a working capital deficit of5. These conditions raise substantial doubt as to Golden Chief ability to continue as a going concern. Management is trying to raise additional capital through sales of common stock. The financial statements do not include any adjustments that might be necessary if Golden Chief is unable to continue as a going concern.
NOTE 3 - OIL AND GAS PROPERTIES
The Company acquired an interest in a non-producing field during the year ended September 30, 2000. This field had produced gas through 1992, but was shut in due to the low price of gas and the costs associated with producing the gas and making it marketable. After reworking wells and production equipment, the field was returned to production in January 2000. In September 2002, this along with other oil & gas properties were transferred to an officer and major shareholder in return for the liabilities associated with the oil & gas assets.
F-9
Oil and gas properties consisted of the following at September 30, 2005:
Description Amount
----------------------------- --------
Montgomery County Pipeline $ 34,789
Ownbey & Troyer Leases 95,000
Lindley Lease 159,304
--------
$289,093
NOTE 4 - STOCK TRANSACTIONS
During the fiscal year 2005, Golden Chief agreed to issue 5,674,400 shares of common stock for $160,610 of cash. The $160,610 was received, but the shares have not been issued. The Company also agreed to issue 5,000,000 shares to a related party for the acquisition of an oil and gas property with a basis of $155,114 and 5,000,000 shares valued at $50,000 for services.
During the year ending September 30, 2005, Golden Chief issued:
o 11,432,722 shares of common stock valued at $129,789 to related parties for the purchase of two oil and gas leases and gas system. In addition the company issued 86,567,278 shares valued at $866,211 for services in excess of cost of oil and gas properties to the same related parties.
o 2,000,000 shares valued at $20,000 to a brokerage firm for their services.
o 991,250 shares valued at $19,825 for legal services.
o 9,450,000 shares of common stock for cash of $19,000.
During the year ending September 30, 2004, Golden Chief issued:
o 30,000,000 shares of the Company's common stock to the Company's executive vice president to reduce the Company's payable to him by $30,000.
o 500,000 shares to the Company's previous independent auditor to eliminate the Company's payable to him in the amount of $16,440.
o 30,000,000 shares of common stock for cash of $30,000.
NOTE 5 - STOCK OPTIONS
At September 30, 2005, the Company had outstanding options for the purchase of its common stock as presented below. These options are related to employment agreements and services rendered to the Company.
Exercise Price Exercise Period # of Shares
-------------- --------------- -----------
$0.10 per share through 12/31/05 200,000
F-10
There were no changes in outstanding options during the fiscal year 2005.
NOTE 6 - INCOME TAXES
Golden Chief uses the liability method, where deferred tax assets and liabilities are determined based on the expected future tax consequences of temporary differences between the carrying amounts of assets and liabilities for financial and income tax reporting purposes. During fiscal 2005 and 2004, Golden Chief incurred net losses and, therefore, has no tax liability. The net deferred tax asset generated by the loss carry-forward has been fully reserved. The cumulative net operating loss carry-forward is approximately 3,875,400 at September 30, 2005, and will expire in the years 2014 through 2025.
At September 30, 2005, deferred tax assets consisted of the following:
Deferred tax assets
Net operating losses $ 1,317,636
Less: valuation allowance (1,317,636)
-----------
Net deferred tax asset $ 0
===========
NOTE 7 - RELATED PARTY TRANSACTIONS
Golden Chief issued 96,000,000 shares of common stock to a company controlled by two directors of Golden Chief for the purchase of two oil and gas leases. The properties were recorded at the carry-over basis of the former owner totaling $95,000. The shares were valued at $960,000 resulting in an asset of $95,000 and compensation of $865,000. See footnote 4.
In January 2005, Golden Chief issued 2,000,000 shares of common stock to a company controlled by two directors of Golden Chief for the purchase of a gas gathering system. The system was recorded at the carry-over basis of the former owner totaling $34,789. The shares were valued at $36,000 resulting in an asset of $34,789 and compensation of $1,211.
In September 2005 the Company agreed to issue 5,000,000 shares to a related party for the acquisition of a non-producing oil and gas property located in Montgomery County, Kansas. The previous owner had a carrying value of $155,114 which was the amount used in Golden Chief's financials.
NOTE 8 - LEASE OBLIGATION
The Company leases its office space under a six-month lease ending December 31, 2005. Rent expense totaled $11,290 for the year ended September 30, 2005.
F-11
EXHIBITS
EXHIBIT 31.1
CERTIFICATION OF MICHAEL H. MCILVAIN, CHIEF EXECUTIVE OFFICER, PRESIDENT,
DIRECTOR AND CHIEF FINANCIAL OFFICER, PURSUANT TO RULE 13a-14(a) UNDER THE
SECURITIES EXCHANGE ACT OF 1934
I, Michael H. McIlvain, certify that:
1. I have reviewed this Annual Report on Form 10-K of Golden Chief Resources, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) for the registrant and have:
5. Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
6. Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
7. Disclosed in this report any change in the registrant's internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) that occurred during the registrant's fourth fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and
8. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors (or persons performing the equivalent functions):
9. All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and
10. Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.
March 17, 2006 /s/ MICHAEL H. MCILVAIN
----------------------------
Michael H. McIlvain
President, Directot and Chief
Financial Officer,
Golden Chief Resources, Inc
EXHIBIT 32.1
CERTIFICATION OF MICHAEL H. MCILVAIN, PRESIDENT
AND CHIEF FINANCIAL OFFICER, PURSUANT TO 18 U.S.C. SECTION 1350
The undersigned officer of Golden Chief Resources, Inc. hereby certifies that
(a) Golden Chief's Annual Report on Form 10-K for the fiscal year ended September 30, 2005, as filed with the Securities and Exchange Commission (the "Report"), fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934 and (b information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of Golden Chief.
Date: March 17, 2006 /s/ MICHAEL H. MCILVAIN
-------------------------
Michael H. McIlvain
President and Chief
Financial Officer,
Golden Chief Resources, Inc
A signed original of this written statement has been provided to Golden Chief Resources, Inc. and will be retained by Golden Chief Resources, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.
End of Filing
Any predictions of the PR's content?
Doctor, we need the defibrillator again...
Is Koko Petroleum a legit company, given that they have audited financials? Is there any reason besides the cost of filing that they would not want to file with the SEC?
They have audited financials...
just not filed with the SEC:
http://www.kokopetroleum.com/pressreleases.php?id=26
https://www.otcstockinfo.com/repository/652568/652568_FR12.pdf
Just guessing that this is the one, playstk? Or, have others indicated that this may be coming?
Bill...
I sent you another allstocks PM.
Yeah, wacky GRYF trades today...
lotsa matched trades--is it short covering? What else could it be? The company is no longer, as far as anyone knows.
GREYFIELD CAPITAL - Nasdaq National Market: GRYF
Time & Sales most recent next page
Rec. Time Action Price Volume
3:55:10 PM Trade 0.009 100
3:49:32 PM Trade 0.005 500
3:42:08 PM Trade 0.0001 300000
3:27:32 PM Trade 0.009 1000
3:12:18 PM Trade 0.0009 41500
3:12:18 PM Trade 0.001 41500
3:12:08 PM Trade 0.001 81000
3:12:08 PM Trade 0.0001 81000
9:52:50 AM Trade 0.005 1000
9:44:44 AM Trade 0.0001 627500
9:44:42 AM Trade 0.001 627500
most recent next page
5:00:24 PM EST - Tuesday, March 14, 2006 - data is delayed 15 minutes
Hey, look at this... a research report on GRYF for $10! LOL! http://reports.finance.yahoo.com/w0?r=36298559:1
Research Abstract - GREYFIELD CAPITAL (gryf.pk)
Summary
Symbol(s): GRYF.PK
Date: 13-Mar-06
Author: Lubomir Pechala
Contributor: Pechala's Reports
Title: GREYFIELD CAPITAL INC (GRYF=US) 2-weeks forecast
Document Size: 1 page
Price: $10
Document Type: Adobe Acrobat Reader®
Download free Adobe Acrobat Reader®
Research Reports Premium Services
· Get the full report for $10.
· You will have access to this report for 24 hours.
Preview:
Synopsis
"www.PECHALA.com - This report providing analysis, 2-week forecast, Pechala Power Rating (PPR), relative performance with DJIND, S&P 500, NASDCOMP. Pechala 2-week forecasting reports are now available for over 35,000 companies globally. Every report is updated weekly."
Bill...
I sent you a PM at allstocks. The "*" in my email address should be an "@", btw.
Gainskeeper still shows post-F/S share count...
not the same that Scottrade shows post-illegal-R/S. Gainskeeper must have a reason for that... hmmm.
Thanks for researching attorneys, Bill. If you're successful, we could individually get in touch with you via email or PM (to avoid leaking info to the other side).
Bill... sorry, didn't catch that back in January.
Regarding attorneys, goodfish posted this law firm on the BCIT board a few days before he was jailed... http://www.attorneysforinvestors.com/contact.asp . Their main web site is: http://www.taylordunham.com/default.asp . Perhaps someone with some spare time could discuss the MAMG/GVRP situation with them and see if they think there is a good case here.
From the attorneysforinvestors.com web site http://www.attorneysforinvestors.com/about.asp :
About Attorneys For Investors - The services we provide
Attorneys-For-Investors Online is a website created and maintained by the law firm of Taylor & Dunham, L.L.P. Taylor & Dunham, L.L.P. has been given the highest rating of AV by the Martindale-Hubbell Law Directory, representing the highest rating given for proficiency and ethics. Taylor & Dunham, L.L.P. represents clients in arbitrations and litigation involving all types of commercial disputes, including disputes by investors who have been wronged by stockbrokers, brokerage firms, investment advisors and/or financial planners.
Although our principal office is located in Austin, Texas, Taylor & Dunham, L.L.P. represents clients nationwide and works with attorneys across the country in ensuring that our clients' rights are vindicated.
Taylor & Dunham, L.L.P. has expertise in the following areas: investor litigation, investment fraud, Stockbroker misconduct. Recovering losses due to misconduct, fraud, unsuitable investments and bad advice by brokers, investment advisors, and financial planners. We are experts in several coarses of action including arbitration and negotiation as well as damage calculations. We specialize in margin and Internet trading problems, securities and market regulations, compliance, and broker supervision.
DISCLAIMER: Taylor & Dunham, L.L.P. reserves the right to refer cases to outside counsel where it deems it consistent with its clients' best interests. No designation has been made by the Texas Board of Legal Specialization for a Certificate of Special Competence in the area of securities arbitration. Unless otherwise noted, the attorneys at Taylor & Dunham, L.L.P. are not certified by the Texas Board of Legal Specialization.
"mamg" security is not recognized.
http://www.pinksheets.com/quote/quote.jsp?symbol=mamg
Pathetic.
Some GRYF trades this morning...
interesting the matched trades at 0.001 and 0.0001, followed by the recently-standard 1000 share trade at a half cent. Not sure what to make of it. Someone's covering a short, maybe? Why these trades now? Strange happenings, IMHO.
GREYFIELD CAPITAL - Nasdaq National Market: GRYF
Time & Sales most recent next page
Rec. Time Action Price Volume
9:52:50 AM Trade 0.005 1000
9:44:44 AM Trade 0.0001 627500
9:44:42 AM Trade 0.001 627500
most recent next page
10:19:22 AM EST - Tuesday, March 14, 2006 - data is delayed 15 minutes