10-K/A 1 amended10k2005.txt SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 FORM 10K (Amended) Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934. For the Fiscal Year Ended DECEMBER 31, 2005 Commission File #07883 BAGDAD CHASE, INC. State of Incorporation: Nevada I.R.S. I.D. 95-236978 Address of Principal Executive Office: 359 San Miguel Dr., Suite 202 Newport Beach, CA 92660 Registrants Telephone Number including Area Code: (949) 644-4633 Securities registered pursuant to Section 12(b) of the Act: None Securities registered pursuant to Section 12(g) of the Act: $1.00 par value common stock. BAGDAD CHASE, INC. is currently not registered with any exchange. Shares of common stock issued and outstanding on December 31, 2005: 1,689,121 Number of Shareholders: 282. The registrant has filed all reports required to be filed by Section 13 or 15(d) of the Securities and Exchange Act of 1934 during the preceding twelve months and has been subject to such filing requirements for the past ninety (90) days. X Yes No PART I Disclosure requirements covering the business, properties,legal proceedings and matters submitted to vote of security holders. 1. Business In 1907 there was a prospectus offering sales of Bagdad Chase mine and Ludlow Railroad shares for a listing on the New York Stock Exchange. Among the Organizers and Promoters thereof were Mr. Chase and Mr. Stedman, after which the operating Bagdad Chase mine and Stedman mining district respectively were named. The Registrant was re-organized as a Nevada corporation in November 1926. The name at that time was Pacific Mines and Metals, Inc. In May, 1968, there was a merger of three (3) corporations: Gold Ore Mining Company, an Arizona Corporation, Crown Oil Company, a Utah Corporation and Pacific Mines and Metals, Inc. Registrant was the surviving corporation. On May 16, 1968, the name was changed to Bagdad Chase, Inc. The re-organized Registrant was formed to acquire mining property in the Western States, namely California, Nevada and Idaho. From 2000 to 2005 Registrant has not acquired any properties or developed any of its mines. During that 5 year period, the Castle Mountain property, was mined out and is currently in the process of being restored from escrowed funding by Quest, a successor in interest to Viceroy Minerals Corporation, a Canadian public corporation with which Registrant dealt in the early 1990's, exchanging all but a fraction of 1% of Registrant's holdings in Castle Mountain Venture for Viceroy stock which was sold during the 1990's except for 5,000 shares which was converted into Quest shares and Viceroy Resources shares in 2004. 2. Properties Registrant's property currently consists of the following: (1) The Bagdad Chase Mine, consists of twenty six patented claims and 197 lode claims, is located approximately eight miles south of Ludlow, California in the Stedman Mining District. Ludlow is fifty miles east of Barstow, California on State Highway 40. The property can be reached by a dirt road from Ludlow, although the Railroad has inhibited ingress and egress by eliminating access under its trestles. Road signs indicate the direction of the mine. (2) The Golden Anchor Mine is located in the Marshall Lake Mining District in Idaho County, Idaho. It consists of six patented claims and 46 lode claims. This Mining District is located three and a half miles south of the Salmon River, fifty miles north of McCall, and thirty five miles southeast of Riggins. The mine can also be reached on a road from McCall via Burgdoff, a distance of forty nine miles, or from Riggins along the Salmon River to Cary Creek Road and follow the Road signs to the mine. (3) The Oro Belle Mine was located in the Eastern part of San Bernardino County, California. It consisted of three patented claims. The mine can still be reached by taking Interstate Highway 15 (between Baker, California and Las Vegas, Nevada) to Nipton, turning south on Highway 68 onto the Hart Mining road to Ivanpah, then, onto a partially paved and partially dirt road approximately seven miles. This mine has been mined out under a Castle Mountain Joint mining venture from which all of the Company's royalty income was derived. All of these mines contain gold and silver mineralization. Bagdad Chase Mine also contains copper mineralization. The Oro Belle mine's mineralization no longer is profitable for extraction using current methods because it has been mined out. 3. Legal Proceedings During 2005, Bagdad Chase, Inc. initiated legal proceedings seeking specific performance on a past due obligtion. Specifically, Registrant sought information and documents that were to have been produced some years ago. It is anticipated that the suit will be resolved without the need for trial or great expense. 4. Matters Submitted to Vote of Security Holders During 2005, no matters were submitted to a vote of security holders. PART II 5. Market for Registrant's Common Equity, Related Stockholders Matters and Issuer Purchases of Equity Securities None of the shares of registrant have been listed on any exchange for more than two decades. The only known "sale" of shares, according to Nevada Agency and Trust, Registrants Transfer Agent, were to permit closing of estates of deceased shareholders. 6. Selected Financial Data BAGDAD-CHASE, Inc. Financial Statements Year Ending December 31, 2005 Contents ACCOUNTANT'S REVIEW REPORT FINANCIAL STATEMENTS Balance Sheets Statements of Income (Loss) and Accumulated Deficit Statements of Cash Flows Notes to Financial Statements To the Board of Directors Bagdad-Chase, Inc. Newport Beach, CA I have reviewed the accompanying balance sheets of Bagdad-Chase, Inc. as of December 31, 2005, 2004 and 2003 and the related statements of income, changes in stockholders' equity, and cash flows for the years then ended, in accordance with Statements on Standards for Accounting and Review Services issued by the AMerican Institute of Certified Public Accountants. All information included in these financial statements is the representation of the management of Bagdad-Chase, Inc. A review consists principally of inquiries of Company personnel and analytical procedures applied to financial data. It is substantially less in scope than an audit in accordance with generally accepted auditing standards, the objective of which is the expression of an opinion regarding the financial statements taken as a whole. Accordingly, I do not express such an opinion. Based on my review, I am not aware of any material modifications that should be made to the accompanying financial statements in order for them to be in conformity with generally accepted accounting principles. Donald C. Collie, CPA November 30, 2006 Note 1 THE COMPANY AND ITS SIGNIFICANT ACCOUNTING POLICIES The Company was incorporated under the laws of the State of Nevada on November 6, 1926. The Company issued one million shares of stock on December 12, 1926, in payment for mining claims. The corporate name was changed to Bagdad-Chase, Inc. on May 4, 1968, at a special stockholders' meeting. The Company primarily engages in leasing its property, consisting of patented and unpatented mining claims, and exploration income, sold at spot prices. Cash and cash equivalents Cash consists of deposits held in checking accounts. Basis of accounting For financial statement reporting, revenues are recognized when mining royalties received and costs are recognized when incurred. Income taxes The Financial Accounting Standards Board approved Statement of Financial Accounting Standards, No. 109 on accounting for income taxes. Generally, this standard requires a recalculation of deferred taxes in conformity with the liability method, in contrast to the deferred method currently in effect. The Company has elected to implement this accounting standard. Marketable equity securities Marketable equity securities are carried at lower of cost or market value with an allowance for excess of cost of marketable equity securities over market value. Equipment and improvements Equipment and improvements are stated at cost. Major renewals and improvements are charged to the property accounts while replacements, maintenance, and repairs which do not improve or extend the life of the respective assets are expensed currently. At the time properties are retired or otherwise disposed of, the property and related accumulated depreciation accounts are relieved of the applicable amounts and any gain or loss is recorded. Earnings per share information Earnings per share information is computed by dividing net income (loss) by the weighted average number of capital shares outstanding during the year. The preparation of financial statements, in conformity with generally accepted accounting principles, requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the results of operations during the reporting period. Actual results could differ from those estimates. Depreciation is computed using the straight-line method for financial statement purposes and accelerated methods for income tax purposes over the estimated useful lives of the respective assets. The estimated useful lives of the assets are as follows: ASSETS ESTIMATED USEFUL LIVES Office equipment & field equipment 5 years Office furniture & Mining equipment 7 years Depletion of mining properties of mining properties is computed using the units-of-production method. NOTE 2 PROPERTY AND EQUIPMENT Mining properties and equipment consist of the following at December 31: 2005 2004 2003 Producing mining properties 59,541 59,541 59,541 Equipment 13,835 13,835 13,835 73,376 73,376 73,376 Less: Accumulated depreciation (13,835) (13,835) (13,835) $59,541 $59,541 $59,541

Non-producing mining properties of $59,541 carried cost represent. Ora Belle patents that were mined out by Viceroy and its successors and are no longer producing. Claims abandoned when operations were no longer profitable. The Ora Belle mining property once produced royalty income, plus a percentage of pooled mining income if it exceeded minimum royalty lease payments. Upon abandonment all royalty income terminated. NOTE 3 REVENUES The Company's entire gross revenue is derived from exploration income when the gold is sold at spot prices. Payments from exploration income are as follows:

NOTE 4 MINING COSTS The Company pays the Bureau of Land Management for mining claims in the Stedman Mining District of California, the Marshall Lake Mining District in Idaho and the Ore Bell Mining District in California. Collectively, all three mines contain gold, copper and silver mineralization. There are 246 lodes claims with an annual $125 fee paid to the Bureau of Land Management. Stedman District has 197 claims, Marshall Lakes Mining District has 46 claims and Ore Bell Mining District has 0 claims. Annual claim costs increased from $100 in 2003 to $125 during 2004 and 2005.

NOTE 5 RELATED PARTY TRANSACTIONS The Company receives legal and administrative services from a firm in which a director of the Company is a principal. The Company has incurred annual office rent expense to on a month-to-month basis per a holdover tenancy status.

NOTE 6 MARKETABLE EQUITY SECURITIES The Company exchanged $5,000 shares of Viceroy Gold Corporation stock for 500 shares of Viceroy Exploration Ltd. and 1667 shares of Quest Capital Corporation.

NOTE 7 EXPLORATION AND DEVELOPMENT ACTIVITIES No research and development has been conducted in the last three years related to mineral exploration. NOTE 8 SUBSEQUENT EVENTS An amount of $8,506 of cash reserve, resulting from a purported prior year's stock sale has been included as a cash balance effective January 1, 2003. A prior period adjustment has been made to the beginning retained earnings balance for the error's effect on prior year's earnings. There was discussion about changes on the Nevada Agency and Trust Shareholder list. Correspondence was made with the Nevada Unclaimed Property Division about Certificate 1686 for 229,930 escheated shares of the Company stock. It was suggested the Company obtain a new shareholder list. Effective October 13, 2006, Viceroy Exploration, Limited was acquired by Yamana and October 14, 2006, Yamana announced it had taken up common shares of the company representing 90.6% of the company's shares outstanding and was extending its offer with the objective of acquiring all of the outstanding shares of the company. Yamana further announced, to the extent permissible by applicable law, it intends to delist the company's shares from the TSX and American STock Exchange as soon as practicable following consumation of the transaction. 7. Management's Discussion and Analysis of Financial Condition and Result of Operation The upward trend in the price of precious metals influences the value of the mines. However, the increase in gold prices may be set-off by a) Mining Unions and the increasing working scale for mining personnel; and, b) Environmentalists who require restoration of any property to its original state, most difficult in the shifting sands of the desert where natural conditions change that state hourly. Environmentalists are particularly politically powerful in California. Until extracted and refined, historically precious metals may be quantified by core drilling and other means of sampling. The Bagdad Chase and Golden Anchor mines have been mined for precious metals from time to time from the 1800's and all the mining Reports from the 1880's to the present indicate substantial mineral resources. The Oro Belle has been mined out, meaning minerals which might be profitably extracted with present mining methods have been removed. The only revenues Company received from royalty income was from the Oro Belle under a joint venture cka Castle Mountain. These royalties ceased when the property no longer yielded precious minerals. The surface rights to the rather small patented properties in a remote desert area are of little value. The only costs to maintain these patented claims are the real property taxes which Registrant pays and which the Castle Mountain Joint Venture repaid during mining operations. Since the Bureau of Land Management changed the annual requirements for exploration/ development of lode claims in favor of an outright annual rental payment, other than the payments to the Bureau of Land Management for the Registrant's lode claims, there have been no new exploratory activities by Company. Registrant lacks funds to do more than to repair existing facilities until another joint venture mining partner can be located to work its remaining properties. Registrant lacks the capital resources actively to mine either remaining property. Management continues to entertain discussions with potential joint venture lease partners. During the 21st Century none of these discussions have been fruitful. There have been no reportable transactions during Registrant's 2005 year. In 2004 activity in the Castle Mining District was discontinued because the National Park Service made an effort to acquire the mining property after it had been mined out, as described above. Environmental restoration funds have been retained by the Mining Operators, Quest, a Canadian Company which took over from Viceroy Resources Corporation. No effort was extended nor further funds expended on either the Stedman District or Golden Anchor property except for necessary claim maintenance Bureau of Land Management rents paid during the reporting period. Registrant alone is responsible for the accuracy of the disclosure herein and hereby waives, saves, holds harmless and indemnifies the Securities and Exchange Commission from any staff comments regarding filings with the Commission. 7A. Quantitative and Qualitative Disclosures About Market Risk The last known trade for registrants stock was at $0.25 per share. Inasmuch as there has been no market for registrants stock for over 2 decades, and that purchases of the stock have been limited to estate closures the risk to shareholders is great. 8. Financial Statements and Supplementary Data Please see financial statements prepared by Registrant's CPA, Donald C. Collie, PCAOB. BAGDAD-CHASE, INC. BALANCE SHEETS Years Ending December 31, 2005, 2004 and 2003 (See Independent Accountant's Review Report) Unaudited

LIABILITIES AND STOCKHOLDERS' EQUITY

BAGDAD-CHASE, INC. STATEMENTS OF INCOME Year Ending December 31, 2005, 2004 and 2003 (See Independent Accountant's Review Report)

BAGDAD-CHASE, INC. STATEMENTS OF CASH FLOWS Year Ending December 31, 2005, 2004 and 2003 (See Independent Accountant's Review Report)

BAGDAD CHASE, INC. STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY FOR THE YEAR ENDING DECEMBER 31, 2005, 2004 AND 2003 (UNAUDITED)

9. Changes in and Disagreements With Accountants on Accounting and Financial Disclosure During 2005, there were no changes in or any disagreements with accountants on accounting and financial disclosure. 9A. Controls and Procedures As of the period covered by this report, we carried out an evaluation, under the supervision and with the participation of the company's management, including the President and the Chief Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures. Based upon that evaluation and in light of the limited activities of registrant over the last two decades, the President and the Chief Financial Officer have concluded that our disclosure controls and procedures are effective. Management believes there is no material weakness in internal control. Accordingly, management has not changed its conclusion that the company's internal controls over financial reporting are designed and operating effectively. Other than described herein, there have been no changes in our internal controls or in other factors that could materially affect the controls subsequent to the date the controls were evaluated. We have not identified or detected any material control weaknesses or material changes in our internal controls in previous filings. Further, annual reconciliation and formal accounting is conducted by the registrant's Certified Public Accountant, Donald C. Collie, CPA, PCAOB. Although Registrant believes it could qualify as a Voluntary Filer it continues to utilize the EDGAR electronic submittals of 10Q and 10K reports so that its shareholders may access the Commission's filing system. 9B. Other Information None. PART III 10. Directors and Executive Officers of the Registrant Phillip J. Buller, President, Age-55, First elected in 1974 George Rodda, Jr., Secretary/CFO, Age-75, First elected in 1987 Kermit Skeie, Age-91, First elected in 1981 Paul W. Buller, Age-59, First elected in 1985 11. Executive Compensation The total amount paid to directors as compensation for service in 2004 was only $1,600. 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholders Matters. Common Stock Phillip J. Buller* 53,647 3.67% Common Stock George Rodda, Jr.* 30,707 2.10% Common Stock Paul W. Buller* 45,598 3.12% Common Stock Kermit Skeie* 39,000 2.67% Common Stock Elizabeth Murphy 212,882 14.55% 43624 Sierra Vista Dr. Lancaster, CA 93536 Common Stock State of Nevada** 226,930 15.51% Unclaimed Property Div. *c/o Bagdad Chase, Inc. 359 San Miguel drive Suite 202 Newport Brach, CA 92660 **Escheated in May, 1999 because shareholders current addresses were unknown/held by CEDE & Co. P.O.B. 20, Bowling Green Station, New Yory, New York 10004 13. Certain Relationships and Related Transactions During 2004, there were no transactions, or any currently proposed transactions, to which the registrant or any of its subsidiaries was or is to be a party, in which the amount involved exceeds $60,000 and in which any of the following persons had, or will have, a direct or indirect material interest: (1) Any director or executive officer of the registrant; (2) Any nominee for election as a director; (3) Any security holder who is known to the registrant to own of record or beneficially more than five percent of any class of the registrant's voting securities; and (4) Any member of the immediate family of any of the foregoing persons. 14. Principal Accounting Fees and Services During 2005, Registrant expended 6,447 in accounting fees. During the preceding yeasrs, Registrant expended $5,962 (2004) and $4,275 (2003) in accounting fees. PART IV 15. Exhibits, Financial Statement Schedules Registrant's Secretary has personally reviewed all of registrant's 10Q and 10K filings with the Commission for the last 20 years, during which period registrant has not been listed or traded on any stock exchange. Unfortunately,none of these filings incorporated by reference or otherwise any of the Exhibits which permeated with dozens and dozens of exhibit filings with the Commission during the 1960's and 1970's when registrant was actively traded. Registrant wants to cooperate in every possible way with the Commission and well understands why the reporting regulations have recently become more extreme. Management is severely handicapped by being a 100+ year old gold mining corporation which in the 1880's and early 1900's was far more concerned with accounting for its mineral extractions, railroad, land patents and mining claims than some of its corporate documentation. So that none of the potential or current investors or stockholders of registrant should lack knowledge, registrant is providing herewith under this Index those documents which currently effect registrant or its shareholders and which are in the possession of registrant. The following exhibits have previously been submitted to the Commission in hard copy; thus, have not been reproduced for this electronic filing pending reproduction through a lengthy and costly scanning process. Registrant will seek advice from the Commission regarding alternatives to electronic submission of historical documents that are not subject to adequate duplication or scanning. 1.1 1907 prospectus for proposed listing of registrant on New York Stock Exchange. 1.2 1965 Pre-incorporation Subscription Agreement for corporation to be formed. 1.3 1911 Gold Ore Mining Company Solicitation Report 2.1 1968 Crown Oil Company stockholders letter re. reorganization or dissolution of Company 2.2 1969 Crown Oil Reorganization and Dissolution letter of counsel 2.3 1970 Letter from auditing Division, State of Utah re. 2.2 above 2.4 Dissolution Minutes of Crown Oil Company 2.5 1968 Certificate of Resolution re Crown Oil Company acquisition by Registrant 2.6 1970 letter from auditing Supervisor to Registrant 2.7 1968 letter from Idaho County Assessor re. merger of Gold Ore Mining Company into Registrant 2.8 1969 reply to Idaho County Assessor 2.9 1968 letter from Registrant to Gold Ore Mining Company re. merger 2.10 1968 Certificate of Resolution of Gold Ore Mining Company 2.11 1968 Minutes of Special Meeting of Directors of Gold Ore Mining Company 2.12 1968 Merger Gold Ore Mining Company Resolution certificate 2.13 1968 Registrant's certificate of Resolution re. Gold Ore Mining Company 2.14 1968 Registrant's certificate of Resolution re. Crown Oil Company 2.15 1969 Registrant's certificate of Resolution re. Pacific Mines and Metals, Bagdad Chase Consolidated Mines Company and Roosevelt Mines, Inc. 3(i).1 1911 Articles of Incorporation of The Gold Ore Mining Company and 1915 Amendment thereto 3(i).2 1936 Amendment of Articles of Incorporation of The Gold Ore Mining Company 3(i).3 1967 Arizona Corporation Commission renewal of Articles of Incorporation of The Gold Ore Mining Company 3(i).4 1968 Nevada Secretary of State amendment to Articles of Incorporation changing name to current registrant 3(i).5 Amendment to registrant's Articles of Incorporation to increase total authorized capital from Three Million Dollars ($3,000,000.00) to Four Million Dollars ($4,000,000.00) 3(i).6 1977 Nevada State Certified copies of All Articles of Incorporation and Amendments thereto of Registrant 3(ii).1 1911 By Laws of The Gold Ore Mining Company 3(ii).2 Bylaws of Crown Oil Company (one of the reorganization corporations which merged into Registrant) 3(ii).3 Bylaws of Registrant 5.1 1965 Opinion letter of Homer E. Martin, Esq. 9.1 1969 Trust Agreement with Nevada Agency and Trust Company, Registrant's transfer agent 10.1 1941 Mining Easement to Registrant's Golden Anchor Mine 10.2 1968 Lease and Option to purchase Oro Belle mine 10.3 1986 Notice of Lease Agreement and Assignment 10.4 1986 Lease Agreement and Assignment 10.5 1991 Estoppel Certificate, Consent and Agreement 10.6 1930 Agreement between Golden Anchor Mining Company and Sherman Howe Mining Co. re. borders of adjacent mines 13.1 During 2004, all 10Q reports were electronically filed with the SEC through the EDGAR filing system. Further, amended 10Q reports were filed for 2005 as well as an mended 10K for 2004. 14.1 On 09-03-05 registrant's Board of Directors unanimously adopted a code of ethics that applies to all Board members and Officers including the registrant's principal executive officer, principal financial officer, principal accounting officer or controller, or persons performing similar functions. 15.1 Registrant appears to meet all financial qualifications of an Inactive Registrant under Rule 3-11: a) Registrant lacks $100,000 gross receipts from all sources for any fiscal year for two decades; b) and e) none of the shares of registrant are listed on any exchange and the only known "sale" of shares, according to the Transfer Agent are to permit closing of estates of deceased shareholders; c) Registrant's annual expenditures for all purposes have never exceeded $100,000 for decades; d) Registrant has had no material changes in its business or in its Board of Directors for 10 years, except for the death of one of the Directors whose place on the Board has not been filled. Registrant's financial statements do not thus appear to require audits. 16.1 Changes in certifying accountants have not occurred for the past 5 years 18.1 Invoice from CPA for $1,675 marked paid 18.2 Letter from CPA re no change in accounting principles 20.1 1969 Registrant's Balance sheet as of 5-31-69 20.2 1968 The Gold Ore Mining Company Statement to Shareholders 20.3 1999 Letter and Enumeration of Escheated Shareholders listing by Nevada Agency and Trust, registrant's transfer agent to Nevada Unclaimed Property Division per NRS Section 120A entitled Disposition of Unclaimed Property 23.1 1984 Registrant's Default Judgment against Southwest Minerals, a Nevada corporation in Orange County Superior Court Case #390729 23.2 1999 Registrant's Abstract of Judgment against United States Oil & Mineral Corporation, a Nevada corporation, in San Bernardino County Superior Court case #VCV 15205 23.3 2001 Quitclaim Deed from Newmont North America Gold Mining Corporation, a division of Newmont Gold Corporation, to registrant of 197 lode mining claims in Stedman Mining District 31.1 Certifications Registrants Board of Directors and all officers have certified and executed this amended 10K filing. 99.1 1969 Registrant's acknowledgment of Nevada Agency and Trust Company of Reno Nevada as Transfer Agent for registrant. Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, Bagdad Chase, Inc., has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. BAGDAD CHASE, INC. Date: December 20, 2006 By: /s/ Philip Buller Philip Buller President Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of Bagdad Chase, Inc., and in the capacities and on the dates indicated. Date Title Signature December 20, 2006 President /s/ Philip Buller Philip Buller December 20, 2006 C.F.O. /s/ George Rodda,Jr. George Rodda,Jr Directors: December 20, 2006 Director /s/ Paul Buller Paul Buller December 20, 2006 Director /s/ Kermit Skeie Kermit Skeie Certification I, Phillip Buller, certify that: 1. I have reviewed this Amended 10K (2005) report of Bagdad Chase, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) 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; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's reporting period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's Certified Public Accountant, PCAOB (or persons performing the equivalent functions): a) 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 b) 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. Date: December 20, 2006 /s/ Phillip Buller Phillip Buller President Certification I, George Rodda, Jr., certify that: 1. I have reviewed this Amended 10K (2005) report of Bagdad Chase, 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 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)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: a) 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; b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; c) 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 d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's reporting period that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and 5. The registrant's other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's Certified Public Accountant, PCAOB (or persons performing the equivalent functions): a) 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 b) 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. Date: December 20, 2006 /s/ George Rodda, Jr. George Rodda Chief Financial Officer Certification Pursuant to Section 906 of The Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350, As Adopted) In connection with the Quarterly Report of BAGDAD CHASE, INC. (the Company) on Form 10K-A for the period ending December 31, 2005, as filed with the Securities and Exchange Commission on the date hereof (the Report), we, Phillip Buller, President, and George Rodda, Jr., Chief Financial Officer of the Company, each certify, pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (18 U.S.C. section 1350, as adopted), that: 1. The Report fully complies with the requirements of section 13(a) or section 15(d) of the Securities Exchange Act of 1934, and 2. The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company. Dated: December 20, 2006 /s/ Phillip Buller /s/ George Rodda, Jr. Phillip Buller George Rodda, Jr. President Chief Financial Officer

BAGDAD CHASE INC 10-K/A