SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO SECTION 240.13d-2(a)
(Amendment No. ____)
Chancellor Group, Inc.
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(Name of Issuer)
COMMON STOCK, PAR VALUE $.001 PER SHARE
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(Title of Class of Securities)
15883D 10 1
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(CUSIP Number)
Chancellor Group, Inc.
216 South Price Road
Pampa, TX 79065
Attn: Pamela McDowell
(806) 688-9697
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
May 12, 2003
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(Date of Event Which Requires Filing of This Statement)
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If the filing person has previously filed a statement on Schedule 13G to
report the acquisition which is the subject of this Schedule 13D, and is filing
this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g),
check the following box /x/.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Section 240.13d-7
for other parties to whom copies are to be sent.
(Continued on the following pages)
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CUSIP No. 15883D 10 1
13D Page 2 of 7 Pages
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1 NAMES OF REPORTING PERSONS
Koala Pictures Pty Ltd.
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 21,803,800 (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
21,803,800 (See Item 5)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,303,800 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.46% (See Item 5)
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14 TYPE OF REPORTING PERSON*
CO
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CUSIP No. 15883D 10 1
13D Page 3 of 7 Pages
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1 NAMES OF REPORTING PERSONS
Maxwell Grant
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) / X /
(b) / /
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEM 2(d) or 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Australia
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NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 21,812,253 (See Item 5)
OWNED BY
EACH
REPORTING
PERSON
WITH
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8 SHARED VOTING POWER
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9 SOLE DISPOSITIVE POWER
21,812,253 (See Item 5)
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,312,253 (See Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES*
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
37.47% (See Item 5)
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14 TYPE OF REPORTING PERSON*
IN
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CUSIP No. 15883D 10 1
13D Page 4 of 7 Pages
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Item 1. Security and Issuer.
(a) This Statement on Schedule 13D relates to the common stock, par value
$.001 per share (the "Common Stock"), of Chancellor Group, Inc., a Nevada
corporation (the "Company").
(b) The principal executive offices of the Company are located at 216
South Price Road, Pampa, TX 79065.
Item 2. Identity and Background.
(a) This Statement on Schedule 13D is being jointly filed by Koala
Pictures Pty. Ltd., an Australian corporation ("Koala"), and Maxwell Grant
("Grant," and collectively the "Reporting Persons"). The principal business
of Koala is investments and films.
(b) The address of Koala's principal business and principal office is
Suite 3, 43 Railway Road, Blackburn VIC 3130 Australia. The business address
of Grant is the same address as the business address of Koala.
(c) Grant is the Chairman and a director of Koala and may therefore
be deemed to beneficially own all of the securities owned by Koala. Grant
is also the Chief Executive Officer and Principal Financial Officer of the
Company, an oil and gas production company, whose address is set forth above.
(d) During the last five years, none of the Reporting Persons has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors) nor during that time has any of the Reporting Persons been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction which resulted in a judgment, decree or final order enjoining the
Reporting Person from future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws or any finding of any
violation with respect to such laws.
(e) Grant is a citizen of Australia. Koala is an Australian corporation.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of the Company's Common Stock acquired by the Reporting Persons
were acquired during the period from approximately 2001 to July 2009 in off
market purchases, as damages awarded in a court case and as consideration
from the Company for providing certain services. In addition, in 2001,
AXIS Network Pty. Ltd., an Australian corporation controlled by Grant
("AXIS"), acquired 8,453 shares of the Company's Common Stock in off market
purchases.
In May 2008, in the context of the Company's prior Chapter 11 bankruptcy
proceeding, Koala transferred 1,000,000 shares of Common Stock to New
Concept Energy, Inc. ("NCE"), which had entered into discussions with
the Company. Following dismissal of the Chapter 11 proceeding in August
2008, the Company settled all matters with NCE for $110,000 pursuant to
a Settlement Agreement and Release of All Claims, dated September 4,
2008, and repurchased the 1,000,000 shares of Common Stock. In May 2009,
the Company's Board of Directors authorized issuance of 1,000,000 shares
of Common Stock to Koala, which shares were issued on July 13, 2009,
since Koala had originally transferred 1,000,000 shares to NCE for the
benefit of the Company in the context of the Company's discussions with
NCE. On July 17, 2009, the 1,000,000 share certificate representing
the shares repurchased from NCE and held as treasury stock was cancelled.
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CUSIP No. 15883D 10 1
13D Page 5 of 7 Pages
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On July 13, 2009, the Company issued 150,000 shares of Common Stock to
Koala on behalf of Grant, the Company's Chairman and Chief Executive
Officer. Such shares were issued for services rendered by Grant as a
director.
On August 10, 2009, the Company issued to Koala a warrant expiring
December 31, 2014 to purchase 2,500,000 shares of Common Stock, at a
purchase price of $.02 per share, issued in replacement of a warrant
held by Koala to purchase the same number of shares at the same per
share exercise price, expiring December 31, 2009, which was originally
issued for services rendered by Koala in a shareholder derivative action
in Nevada some years ago.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the all of the shares of Common Stock
reported herein as beneficially owned by them for investment purposes only.
Except as set forth herein, no Reporting Person has any plans or proposals
which would relate to or result in:
(a) The acquisition by any person of additional securities of the
Company, or the disposition of securities of the Company;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Company or any of its
subsidiaries;
(c) A sale or transfer of a material amount of assets of the Company or
any of its subsidiaries;
(d) Any change in the present board of directors or management of the
Company, including any plans or proposals to change the number or
terms of directors or to fill any existing vacancies on the board;
(e) Any material change in the present capitalization or dividend policy
of the Company;
(f) Any other material change in the Company's business or corporate
structure;
(g) Changes in the Company's charter, by-laws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person;
(h) Causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be
quoted in an inter-dealer quotation system of a registered national
securities association;
(i) A class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934, as amended; or
(j) Any action similar to any of those enumerated above.
Each of the Reporting Persons reserves the right from time to time to
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CUSIP No. 15883D 10 1
13D Page 6 of 7 Pages
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acquire or dispose of shares of Common Stock, or to formulate other purposes,
plans or proposals regarding the Company or securities of the Company held by
such Reporting Person to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, the Reporting Persons may be deemed to
beneficially own the number of shares of the Company's Common Stock representing
the percentage of the Company's outstanding common stock set forth opposite the
name of the Reporting Person below:
Name of Number of Shares Percentage
Reporting Person Beneficially Owned of Outstanding Stock*
Koala 24,303,800** 37.46%
Grant 24,312,253*** 37.47%
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* Based on 64,884,980 shares of Common Stock outstanding as of
March 31, 2010.
** Koala is the direct record owner of, and has the power to vote and to
dispose or direct the disposition of, 21,803,800 shares of Common Stock.
Koala is the beneficial owner of an additional 2,500,00 shares of Common
Stock, consisting of shares that are issuable upon exercise of warrants,
which have an exercise price of $.02 per share and expire on December 31, 2014.
*** Grant is the beneficial owner of 24,312,253 shares of Common
Stock, consisting of 24,303,800 shares beneficially owned by Koala, of
which Grant is the Chairman and director, and 8,453 shares beneficially
owned by AXIS, which is controlled by Grant. Due to a clerical error at
a clearing house, the shares beneficially owned by AXIS are currently
considered to be lost, and, accordingly, neither AXIS nor Grant have the
power to vote and to dispose or direct the disposition of such
shares.
(b) Grant shares the power to vote or to direct the vote of, and
the power to dispose or direct the disposition of all of the shares
beneficially owned by Koala (to the extent Koala holds such power).
Grant, as the Chairman and a director of Koala, controls this
corporation. Grant also shares the power to vote or to direct the vote
of, and the power to dispose or direct the disposition of all of the
shares owned by AXIS (to the extent AXIS holds such power). Grant
controls AXIS.
(c) No transactions in the Common Stock were effected during
the past sixty days by any of the Reporting Persons, except as described
in Item 3 above.
(d) Not applicable.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
None.
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CUSIP No. 15883D 10 1
13D Page 7 of 7 Pages
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Item 7. Material to be Filed as Exhibits.
Exhibit No. Exhibit Name
3.1 Common Stock Purchase Warrant*
*Incorporated herein by reference to Exhibit 10.23 to the Quarterly
Report on Form 10-Q filed by Chancellor Group with the Securities and
Exchange Commission on November 15, 2009.
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
June 29, 2010
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(Date)
/s/ Maxwell Grant
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Maxwell Grant
KOALA PICTURES PTY. LTD.
By: /s/ Maxwell Grant
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Maxwell Grant, Chairman
Index of Exhibits
Exhibit No. Exhibit Name
3.1 Common Stock Purchase Warrant*
*Incorporated herein by reference to Exhibit 10.23 to the Quarterly Report on
Form 10-Q filed by Chancellor Group with the Securities and Exchange
Commission on November 15, 2009.
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