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, 2005
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, 2005, 55,844,261 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, 2005
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, 2005
(UNAUDITED)
ASSETS
Total Assets $ 0
=============
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities
Accounts payable $ 88,828
Stock subscription payable 1,602
____________
Total current liabilities 90,430
____________
Total Liabilities 90,430
____________
Stockholders' equity
Common stock: $.001 par
value, 250,000,000 shares
authorized, 55,844,261
shares issued
& outstanding 55,844
Preferred Series B stock:
$1,000 par value,
250,000 shares authorized,
-0- issued and outstanding
Paid in capital 3,071,886
Accumulated deficit ( 3,254,160)
____________
Total Stockholders' Equity ( 90,430)
____________
Total Liabilities And
Stockholders' Equity $ 0
============
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,
2004 2005 2004 2005
____ ____ ____ ____
Sales $ - $ - $ - $ -
Operating expenses 1,940 3,070 12,015 8,120
_________ _________ _________ _________
Income (loss) from
operations (1,940) (3,070) (12,015) ( 8,120)
Other revenues and expenses
_________ _________ _________ _________
Income (loss) before provision
for income taxes (1,940) (3,070) (12,015) ( 8,120)
Provision for income tax - - - -
_________ _________ _________ _________
Net income (loss) $ (1,940) $ (3,070) $ (12,015) $ ( 8,120)
========= ========= ========= =========
Net income (loss) per share
(Basic and fully diluted) $( *) $( *) $( *) $( *)
========= ========= ========= =========
Weighted average number of
common shares outstanding 51,837,461 55,208,394 51,837,461 55,049,428
========== ========== ========== ==========
*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,
2004 2005
____ ____
Cash Flows From Operating Activities:
Net income (loss) $ (12,015) $ ( 8,120)
Adjustments to reconcile net
income (loss) to net cash
provided by (used for)
operating activities:
Compensatory stock issuances 975
Accounts pay. and accrued expenses (1,070)
Stock subscriptions payable 13,085
_________ _________
Net cash provided
by (used for)
operating activities ( 7,145)
_________ _________
Cash Flows from Financing Activities:
Stock subscriptions payable 5,180
Sales of common stock 1,965
_________ _________
Net cash provided
by (used for)
financing activities 7,145
_________ _________
Net Increase (Decrease) In Cash -
Cash At The Beginning Of The Period -
_________ _________
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. Related Party Transactions
In August, 2004 the Chancellor Group, Inc. signed an agreement with a
company controlled by a major shareholder to pay the company an overriding
royalty success fee for oil and gas projects brought to
Chancellor Group, Inc. by the company.
In June, 2005 the Company issued 50,000 common shares to a related party
for services valued at $500.
5
CHANCELLOR GROUP, INC.
Supplemental Information (Unaudited)
Period Ended June 30, 2005
Capitalized Costs Relating to Oil and Gas
Producing Activities at June 30, 2005
------------------------------------------
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, 2005
---------------------------------------
Property acquisition costs
Proved $ -
Unproved -
Exploration costs -
Development costs -
Results of Operations for Oil and Gas Producing
Activities for the Period Ended June 30, 2005
-------------------------------------------------
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, 2005
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, 2004
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 three months
ended June 30, 2005.
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. InJuly, 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.
In May, 2005 Director John C.Y. Lee resigned to due to other business
commitments, and was replaced as a Director by Peter A.L. Reid. Mr. Reid
has extensive investment banking experience in the United States, Europe
and Southeast Asia working initially with the Schroder Wagg Group, now part of
Citigroup. He also worked with Indosuez and Societe Generale in both France
and Australia, the Scandinavian Banks in Sweden and Norway, William Glyn's
Bank in London and its associates in Europe (the Inter-Alpha Banks). In
addition, Mr. Reid worked with the Toronto Dominion Bank in Australia.
Mr. Reid's experience, both in the role of executive and director, has
involved large corporate mergers and acquisitions, equity and debt financing,
and the development of new financial instruments used in trade finance and
corporate borrowing. Mr. Reid holds certificates from City University London
and from Harvard University Agribusiness School.
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 2005 were limited, resulting in an operating deficit of
$8,120 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.
Robert Gordon, 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 August 3, 2005.
CHANCELLOR GROUP, INC.
By: /s/Robert Gordon
Robert Gordon
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 August 3, 2005.
Director:
/s/Robert Gordon
Robert Gordon
Director:
/s/Peter A.L. Reid
Peter A.L. Reid
Director:
/s/Dudley Muth
Dudley Muth
10
EX-31.1 CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 302 OF
THE SARBANES-OXLEY ACT OF 2002
Exhibit 31.1
CERTIFICATIONS
I, Robert Gordon, certify that:
1. I have reviewed this quarterly report on Form 10-QSB of Chancellor
Group,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. I am 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:
a) Designed such disclosure controls and procedures, or caused such disclosure
controls and procedures to be designed under my supervision, to ensure that
material information relating to the registrant, including its consolidated
subsidiaries, is made known to me by others within those entities, particularly
during the period in which this report is being prepared;
b) Evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report my 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
c) Disclosed in this report any change in the registrant's internal control over
financial reporting that occurred during the registrant's most recent fiscal
quarter (the registrant's fourth fiscal quarter in the case of an annual report)
that has materially affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. I have disclosed, based on my 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):
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: August 3, 2005
/s/Robert Gordon
Robert Gordon
Chief Financial Officer &
Chief Executive Officer
11
EX-32 CERTIFICATIONS OF CEO AND CFO PURSUANT TO SECTION 906 OF THE
SARBANES-OXLEY ACT
Exhibit 32
CERTIFICATION PURSUANT TO
SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002
(18 U.S.C. SECTION 1350)
In connection with the Quarterly Report of Chancellor Group, Inc., a Nevada
corporation (the "Company"), on Form 10-QSB for the Quarter ending March 31,
2005, as filed with the Securities and Exchange Commission (the "Report"),
Robert Gordon, Chief Executive Officer and Chief Financial Officer of the
Company, does hereby certify, pursuant to Section 906 of the Sarbanes-Oxley
Act of 2002 (18 U.S.C. Section 1350), that to his knowledge:
1) The Report fully complies with the requirements of section 13(a) or 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 result of operations of the Company.
Date: August 3, 2005
/s/Robert Gordon
Robert Gordon
Chief Financial Officer &
Chief Executive Officer
[A signed original of this written statement required by Section 906 has been
provided Chancellor Group, Inc. and will be retained by Chancellor Group, Inc.
and furnished to the Securities and Exchange Commission or its staff upon
request.]
12