SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-QSB [X] QUARTERLY REPORT UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended: June 30, 2003 OR [ ] TRANSITION REPORT UNDER SECTION 12(g) OF THE EXCHANGE ACT For the transition period from __________ to __________ Commission File No. 33-55254-32 CHANCELLOR GROUP, INC. __________________________________________________________ (Exact name of small business issuer as specified in its charter) Nevada 87-0438647 ________ ____________ (State or other jurisdiction of (I.R.S. Employer Incorporation or organization) Identification No.) 1800 E. Sahara, Suite 107, Las Vegas, Nevada 89104 _____________________________________________________________ (Address of principal executive offices, including zip code) Issuer's Telephone Number: (702) 938-0261 ______________________________________________________ (Former name, former address and former fiscal year, if changed since last report) Check whether the Issuer (1) filed all reports required to be filed by Section 12(g) 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 ____ ____ As of June 30, 2003, 51,837,461 shares of common stock were outstanding. Transitional Small Business Disclosure Format: Yes X No ____ ____ TABLE OF CONTENTS Form 10-QSB 2nd Quarter Ended June 30, 2003 Chancellor Group, Inc. Page PART I: FINANCIAL INFORMATION Item 1. Consolidated Balance Sheet 2 Consolidated Statement Of Operations 3 Consolidated Statement Of Cash Flows 4 Notes To Consolidated Financial Statements 5 Item 2. Management's Discussion And Analysis Or Plan Of Operation 8 PART II: OTHER INFORMATION 9 SIGNATURES 10 PART I. FINANCIAL INFORMATION 1 ITEM 1. CHANCELLOR GROUP, INC. CONSOLIDATED BALANCE SHEET JUNE 30, 2003 (UNAUDITED) ASSETS Total Assets $ - ============= LIABILITIES AND STOCKHOLDERS' EQUITY Current liabilities Accounts payable $ 270,315 Stock subscription payable 7,915 ____________ Total current liabilities 278,230 ____________ Total Liabilities 278,230 ____________ Stockholders' equity Common stock: $.001 par value, 250,000,000 shares authorized, 51,837,461 shares issued & outstanding 51,837 Preferred Series B stock: $1,000 par value, 250,000 shares authorized, none issued and outstanding - Paid in capital 3,071,825 Accumulated deficit (3,401,892) ____________ Total Stockholders' Equity (278,230) ____________ Total Liabilities And Stockholders' Equity $ - ============ See Notes to Consolidated Financial Statements 2 CHANCELLOR GROUP, INC. CONSOLIDATED STATEMENT OF OPERATIONS (UNAUDITED) Three Months Ended Six Months Ended June 30, June 30, 2002 2003 2002 2003 ____ ____ ____ ____ Sales $ - $ - $ - $ - Operating expenses 24,565 1,500 74,283 15,302 _________ _________ _________ _________ Income (loss) from operations (24,565) (1,500) (25,595) (15,302) Extraordinary item: Assessed court costs (net of tax) (48,688) _________ _________ _________ _________ Income (loss) before provision for income taxes (24,565) (1,500) (74,283) (15,302) Provision for income tax - - - - _________ _________ _________ _________ Net income (loss) $ (24,565) $ (1,500) $ (74,283) $ (15,302) ========= ========= ========= ========= Net income (loss) per share: from operations $( *) $( *) $( *) $( *) from extraordinary items - - $( *) - --------- --------- --------- --------- Net income (loss) per share (Basic and fully diluted) $( *) $( *) $( *) $( *) ========= ========= ========= ========= Weighted average number of common shares outstanding 47,311,094 51,837,461 47,164,178 48,844,994 ========== ========== ========== ========== *less than $.01 per share See Notes to Consolidated Financial Statements 3 CHANCELLOR GROUP, INC. CONSOLIDATED STATEMENT OF CASH FLOWS (UNAUDITED) Six Months Ended June 30, 2002 2003 ____ ____ Cash Flows From Operating Activities: Net income (loss) $ (74,283) $ (15,302) Adjustments to reconcile net income (loss) to net cash provided by (used for) operating activities: Other receivables 18,750 Compensatory stock issuances 500 Accounts pay. and accrued expenses 49,588 _________ _________ Net cash provided by (used for) operating activities (5,945) (14,802) _________ _________ Cash Flows from Financing Activities: Stock subscriptions payable 7,915 Sales of common stock 5,815 6,887 _________ _________ Net cash provided by (used for) financing activities 5,815 14,802 _________ _________ Net Increase (Decrease) In Cash (130) - Cash At The Beginning Of The Period 130 - _________ _________ Cash At The End Of The Period $ - $ - ========= ========= See Notes to Consolidated Financial Statements 4 CHANCELLOR GROUP, INC. Notes to Consolidated Financial Statements (Unaudited) Note 1. Summary of Significant Accounting Policies Basis of Presentation The accompanying unaudited financial statements have been prepared in accordance with the instructions to Form 10-QSB and do not include all of the information and disclosures required by generally accepted accounting principles for complete financial statements. All adjustments which are, in the opinion of management, necessary for a fair presentation of the results of operations for the interim periods have been made and are of a recurring nature unless otherwise disclosed herein. The results of operations for such interim periods are not necessarily indicative of operations for a full year. Principles of consolidation The accompanying consolidated financial statements include the accounts of Chancellor Group, Inc., and its wholly owned subsidiaries Radly Petroleum, Inc. ("Radly"), Lichfield Petroleum America, Inc. ("Lichfield"), and Getty Petroleum, Inc. ("Getty"). These entities are collectively hereinafter referred to as "the Company". All intercompany accounts and transactions have been eliminated. Net income (loss) per share The net income (loss) per share is computed by dividing the net income (loss) by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. Note 2. Legal Proceedings In October, 2001 pursuant to a civil legal action against the Company's management filed by a shareholder group in the Federal District Court of Clark County, Nevada (the "Court"), the assets and operations of the Company were placed by court order into receivership. In April, 2002 the Court ordered the Company's President removed from his offices as President and Director, finding in a civil judgement that the President had in a number of matters breached his fiduciary duty to the Company. A new temporary Board of Directors was appointed by the Court until shareholder election of new Directors. In September, 2001 a civil legal action was filed against the Company and other parties in the Federal District Court of Taylor County, Texas with the Plaintiffs alleging fraud by the Company's President involving a stock for oil and gas property transaction. The leases underlying the properties in dispute have been allowed to lapse by the Company, giving the Company no further rights in them. The action was settled in 2002 with no adverse effects to the Company. 5 CHANCELLOR GROUP, INC. Supplemental Information (Unaudited) Period Ended June 30, 2003 Capitalized Costs Relating to Oil and Gas Producing Activities at June 30, 2003 ------------------------------------------ Unproved oil and gas properties $ - Proved oil and gas properties - Support equipment and facilities - ----------- - Less accumulated depreciation, depletion, amortization, and impairment ( -) ----------- Net capitalized costs $ - =========== Costs Incurred in Oil and Gas Producing Activities for the Period Ended June 30, 2003 --------------------------------------- Property acquisition costs Proved $ - Unproved - Exploration costs - Development costs - Results of Operations for Oil and Gas Producing Activities for the Period Ended June 30, 2003 ------------------------------------------------- Oil and gas sales $ - Gain on sale of oil and gas properties - Gain on sale of oil and gas leases - Production costs - Exploration expenses - Depreciation, depletion, and amortization - ----------- - Income tax expense - ----------- Results of operations for oil and gas producing activities (excluding corporate overhead and financing costs) $ - =========== Reserve Information The following estimates of proved and proved developed reserve quantities and related standardized measure of discounted net cash flow are estimates only, and do not purport to reflect realizable values or fair market values of the Company's reserves. The Company emphasizes that reserve estimates are inherently imprecise and that estimates of new discoveries are more imprecise than those of producing oil and gas properties. Accordingly, these estimates are expected to change as future information becomes available. All of the Company's reserves are located in the United States. Proved reserves are estimated reserves of crude oil (including condensate and natural gas liquids) and natural gas that geological and engineering data demonstrate with reasonable certainty to be recoverable in future years from known reservoirs under existing economic and operating conditions. Proved developed reserves are those expected to be recovered through existing wells, equipment, and operating methods. The standardized measure of discounted future net cash flows is computed by applying year end prices of oil and gas (with consideration of price changes only to the extent provided by contractual arrangements) to the estimated future production of proved oil and gas reserves, less estimated future expenditures (based on year end costs) to be incurred in developing and producing the proved reserves, less estimated future income tax expenses (based on year end statutory tax rates, with consideration of future tax rates already legislated) to be incurred on pretax net cash flows less tax basis of the properties and available credit, and assuming continuation of existing economic conditions. The estimated future net cash flows are then discounted using a rate of 10 percent a year to reflect the estimated timing of the future cash flows. 6 CHANCELLOR GROUP, INC. Supplemental Information (Unaudited) - Continued Period Ended June 30, 2003 Reserve Information ------------------- Oil Gas (Bbls) (Bcf) ------ ------ Proved developed and undeveloped reserves Beginning of period - - Revisions of previous estimates - - Improved recovery - - Purchases of minerals in place - - Extensions and discoveries - - Production - - Sales of minerals in place - - ------- ------- End of period - - ======= ======= Proved developed reserves Beginning of period - - End of period - - Standardized Measure of Discounted Future Net Cash Flows at June 30, 2003 Future cash inflows $ Future production costs Future development costs Future income tax expenses ------------- Future net cash flows (10% annual discount for estimated timing of cash flows) ------------- Standardized measures of discounted future net cash flows relating to proved oil and gas reserves $ ============= The following reconciles the change in the standardized measure of discounted future net cash flow during the six months ended June 30, 2003. Beginning of period $ Sales of oil and gas produced, net of production costs ( xx) Net changes in prices and production costs ( xx) Extensions, discoveries, and improved recovery, less related costs xx Development costs incurred during the period which were previously estimated xx Net change in estimated future development costs xx Revisions of previous quantity estimates ( xx) Net change from purchases and sales of minerals in place ( xx) Accretion of discount xx Net change in income taxes ( xx) Other ( xx) ------------- End of period $ ============= 7 CHANCELLOR GROUP, INC. ITEM 2. Management's Discussion and Analysis or Plan of Operation Chancellor Group, Inc. (formerly Nighthawk Capital, Inc.)("Nighthawk", the "Company", the "Registrant") was organized under the laws of the state of Utah in 1986 and subsequently reorganized under the laws of Nevada in 1993. In September, 1997 the Company acquired 100% ownership of Radly Petroleum, Inc. ("Radly"), a Texas corporation, in exchange for approximately 80% of the Company's outstanding common stock. In July, 1998 the Company acquired 100% ownership in Lichfield Petroleum America, Inc., ("Lichfield") a Texas corporation. In October of 2000, the Company acquired 100% ownership of Getty Petroleum, Inc. ("Getty") in exchange for 4,500,000 shares of restricted common stock. Chancellor Group,Inc., Getty, Radly, Lichfield, DGS, NGS, and DRI remain as separate legal entities and and operate as separate legal entities. Results of Operations The Company's new Board of Directors is currently seeking viable opportunities in the oil and gas business, primarily in the areas of acquisition and development of producing properties. The Company's activities in the first six months of 2003 were limited, resulting in an operating deficit of $15,302 for normal and recurring expenditures. 8 PART II. OTHER INFORMATION Item 1. Legal Proceedings A shareholder derivative action brought against the Company because of its then CEO, Shane Xavier Gabriel Rodgers resulted in the District Court of Clark County, Nevada placing the Company into receivership in October, 2001. The receivership was subsequently lifted and on April 5, 2002 Rodgers was fired from the Board of Directors for breaching his fiduciary duty and a new, interim Board appointed until a shareholder meeting is held. Chancellor Group, Inc. shareholders Lichfield Petroleum, Ltd. and Graham Energy, Inc. also brought a legal action against Rodgers, Chancellor Group, Inc. and Chancellor Group Inc.'s wholly owned subsidiary Getty Petroleum, Inc. in Texas, which was subsequently settled in 2002 with no adverse effects on the Company. Item 2. Changes in Securities - None Item 3. Defaults Upon Senior Securities - None Item 4. Submission of Matters To A Vote of Securities Holders - None Item 5. Other Information - None Item 6. Exhibits and Reports on Form 8-K - None Item 7. Controls and Procedures (a) Evaluation of disclosure controls and procedures. John C.Y. Lee, who serves as the Company's Chief Executive Officer, after evaluating the effectiveness of the Company's disclosure controls and procedures (as defined in Exchange Act Rules 13a-14(c) and 15d-14(c) as of a date within 90 days of the filing date of the quarterly report (the "Evaluation Date") concluded that as of the Evaluation Date, the Company's disclosure controls and procedures were adequate and effective to ensure that material information relating to the Company and its consolidated subsidiaries would be made known to them by individuals within those entities, particularly during the period in which this quarterly report was being prepared. (b) Changes in internal controls. There were no significant changes in the Company's internal controls or in other factors that could significantly affect the Company's disclosure controls and procedures subsequent to the Evaluation Date, nor any significant deficiencies or material weaknesses in such disclosure controls and procedures requiring corrective actions. As a result, no corrective actions were taken. 9 SIGNATURES Pursuant to the requirements of Section 12(g) the Securities and Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized, on July 31, 2003. CHANCELLOR GROUP, INC. By: /s/John C.Y. Lee John C.Y. Lee Chief Executive Officer Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Registrant in the capacities indicated, on July 31, 2003. Director: /s/John C.Y. Lee John C.Y. Lee Director: /s/Robert Gordon Robert Gordon Director: /s/Dudley Muth Dudley Muth 10 CERTIFICATIONS I, John C.Y. Lee, certify that: 1. I have reviewed this quarterly report on Form 10-QSB of Chancellor Group, Inc.(the "Registrant" or the "Company"); 2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary in order 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 quarterly report; 3. Based on my knowledge, the financial statements, and other financial information included in this quarterly 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 quarterly report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the Registrant and have; a. designed such disclosure controls and procedures to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to me/us by others within those entities, particularly during the period in which this quarterly report is being prepared; b. evaluated the effectiveness of the Registrant's disclosure controls and procedures as of a date within ninety (90) days of the filing date of this quarterly report (the "Evaluation Date"); and c. presented in this quarterly report my/our conclusions about the effectiveness of the disclosure controls and procedures based on my/our evaluation as of the Evaluation Date; 5. I have disclosed, based on my most recent evaluation, to the Registrant's auditor and the Audit Committee of the Registrant's Board of Directors (or persons performing the equivalent function): a. all significant deficiencies in the design or operation of internal controls which could adversely affect the Registrant's ability to record, process, summarize and report financial data and have identified for the Registrant's auditor any material weakness in internal controls; and b. any fraud, whether or not material, that involves management or other employees who have a significant role in the Company's internal controls; and 6. I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of my most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses. Dated: July 31, 2003 /s/John C.Y. Lee --------------------------------------- John C.Y. Lee, Chief Executive Officer