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EX-32 - CHANCELLOR GROUP INC.ex32-1.txt
EX-31 - CHANCELLOR GROUP INC.ex31-1.txt

                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-Q

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES  EXCHANGE
    ACT OF 1934

    For the quarterly period ended: June 30, 2012

    OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

            For the transition period from __________ to __________

                          Commission File No. 000-30219


                             CHANCELLOR GROUP, INC.
             (Exact name of Registrant as Specified in Its Charter)

           Nevada                                                87-0438647
(State or other jurisdiction of                               (I.R.S. Employer
 Incorporation or organization)                              Identification No.)

          500 Taylor Street, Plaza Two - Suite 200, Amarillo, TX 79101
          (Address of principal executive offices, including zip code)

                                 (806) 322-2731
                (Issuer's Telephone Number, Including Area Code)

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 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 [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the  registrant  was  required  to submit  and post such  files). Yes [X] No [ ]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer [ ]                        Accelerated filer [ ]

Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

Number of shares of Common Stock outstanding as of August 9, 2012: 69,560,030

CHANCELLOR GROUP, INC. INDEX Page ---- PART I. FINANCIAL INFORMATION 3 Item 1. Financial Statements: 3 Consolidated Balance Sheets as of June 30, 2012 (unaudited) and as of December 31, 2011 4 Consolidated Statements of Operations for the Three and Six Months Ended June 30, 2012 and 2011 (unaudited) 5 Consolidated Statements of Cash Flows for the Six months Ended June 30, 2012 and 2011 (unaudited) 6 Notes to Unaudited Consolidated Financial Statements 7 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 13 Item 3. Quantitative and Qualitative Disclosures About Market Risk 16 Item 4. Controls and Procedures 16 PART II. OTHER INFORMATION 16 Item 1. Legal Proceedings 16 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 17 Item 6. Exhibits 17 SIGNATURES 18 2
PART I. FINANCIAL INFORMATION ITEM 1. FINANCIAL STATEMENTS Certain information and footnote disclosures required under accounting principles generally accepted in the United States of America have been condensed or omitted from the following consolidated financial statements pursuant to the rules and regulations of the Securities and Exchange Commission. It is suggested that the following consolidated financial statements be read in conjunction with the year-end consolidated financial statements and notes thereto included in the Company's Annual Report on Form 10-K for the year ended December 31, 2011. The results of operations for the three and six months ended June 30, 2012 and 2011 are not necessarily indicative of the results for the entire fiscal year or for any other period. 3
CHANCELLOR GROUP, INC. Consolidated Balance Sheets June 30, December 31, 2012 2011 ------------ ------------ (Unaudited) ASSETS CURRENT ASSETS: Cash $ 1,916,002 $ 2,086,776 Restricted Cash 25,000 250,000 Revenue Receivable 61,233 73,848 Prepaid Expenses 63,881 13,396 ------------ ------------ TOTAL CURRENT ASSETS 2,066,116 2,424,020 ------------ ------------ PROPERTY: Leasehold Costs - Developed 47,740 47,740 Accumulated Amortization (21,202) (18,815) ------------ ------------ TOTAL PROPERTY, NET 26,538 28,925 ------------ ------------ OTHER ASSETS 250 2,368 ------------ ------------ TOTAL ASSETS $ 2,092,904 $ 2,455,313 ============ ============ LIABILITIES AND STOCKHOLDERS' EQUITY CURRENT LIABILITIES: Accounts Payable $ 35,549 $ 112,405 Accrued Expenses 84 58,445 ------------ ------------ TOTAL CURRENT LIABILITIES 35,633 170,850 ------------ ------------ STOCKHOLDERS' EQUITY Series B Preferred Stock: $1,000 Par Value 250,000 shares authorized, none outstanding -- -- Common Stock; $0.001 par value, 250,000,000 shares authorized, 69,560,030 and 67,960,030 shares issued and outstanding, respectively 69,560 67,960 Paid-in Capital 3,539,053 3,498,053 Retained Earnings (Deficit) (1,551,342) (1,281,550) ------------ ------------ TOTAL STOCKHOLDERS' EQUITY 2,057,271 2,284,463 ------------ ------------ TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY $ 2,092,904 $ 2,455,313 ============ ============ See Notes to Unaudited Consolidated Financial Statements 4
CHANCELLOR GROUP, INC. Consolidated Statements of Operations For the Three and Six Months Ended June 30, 2012 and 2011 (Unaudited) Three months ended Six months ended June 30, June 30, ------------------------------ ------------------------------- 2012 2011 2012 2011 ------------ ------------ ------------ ------------ REVENUES - NET OF ROYALTIES PAID: Oil $ 12,406 $ 188,405 $ 44,347 $ 373,599 Natural Gas -- 6,931 -- 16,396 Other Operating Income -- -- 18,750 -- ------------ ------------ ------------ ------------ REVENUES, NET 12,406 195,336 63,097 389,995 ------------ ------------ ------------ ------------ OPERATING EXPENSES: Lease Operating Expenses 2,608 46,139 28,745 95,814 Severance Taxes 294 9,272 1,766 18,574 Other Operating Expenses 3,226 130,459 28,050 249,149 Administrative Expenses 154,221 111,532 271,529 297,219 Depreciation and Amortization 1,193 67,226 2,387 134,614 ------------ ------------ ------------ ------------ TOTAL OPERATING EXPENSES 161,542 364,628 332,477 795,370 ------------ ------------ ------------ ------------ Loss From Operations (149,136) (169,292) (269,380) (405,375) ------------ ------------ ------------ ------------ OTHER INCOME (EXPENSE): Interest Income 1,122 518 2,399 1,138 Other Income (Expense) -- (117) -- (20,119) ------------ ------------ ------------ ------------ TOTAL OTHER INCOME (EXPENSE) 1,122 401 2,399 (18,981) ------------ ------------ ------------ ------------ FINANCING CHARGES: Interest Expense -- 385 -- 1,094 Bank Fees Amortization 294 1,636 2,812 4,706 ------------ ------------ ------------ ------------ TOTAL FINANCING CHARGES 294 2,021 2,812 5,800 ------------ ------------ ------------ ------------ Loss Before Provision for Income Taxes (148,308) (170,912) (269,793) (430,156) Provision for Income Taxes (Benefit) -- -- -- -- ------------ ------------ ------------ ------------ NET LOSS $ (148,308) $ (170,912) $ (269,793) $ (430,156) ============ ============ ============ ============ NET LOSS PER SHARE (BASIC AND FULLY DILUTED) $ (*) $ (*) $ (*) $ (*) ============ ============ ============ ============ WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING 69,241,349 66,712,363 68,751,239 66,782,737 ============ ============ ============ ============ ---------- * Less than $0.01 per share See Notes to Unaudited Consolidated Financial Statements 5
CHANCELLOR GROUP, INC. Consolidated Statements of Cash Flows For the Six Months Ended June 30, 2012 and 2011 (Unaudited) June 30, June 30, 2012 2011 ---------- ---------- CASH FLOWS FROM OPERATING ACTIVITIES: Net Loss $ (269,793) $ (430,156) Adjustments to Reconcile Net Loss to Net Cash (Used for) Operating Activities: Depreciation and Amortization 2,387 134,614 Stock Compensation 42,600 23,100 Decrease in Operating Assets (35,752) 78,387 Increase in Operating Liabilities (135,216) 46,752 ---------- ---------- NET CASH (USED FOR) OPERATING ACTIVITIES (395,774) (147,303) ---------- ---------- CASH FLOWS FROM INVESTING ACTIVITIES: Sale of Assets Proceeds -- 12,223 Capital Expenditures -- (28,841) ---------- ---------- NET CASH (USED FOR) INVESTING ACTIVITIES -- (16,618) ---------- ---------- Net Increase (Decrease) in Cash and restricted cash (395,774) (163,921) Cash and restricted cash at the Beginning of the Period 2,336,776 810,098 ---------- ---------- CASH AND RESTRICTED CASH AT THE END OF THE PERIOD $1,941,002 $ 646,177 ========== ========== SUPPLEMENTAL DISCLOSURES OF CASH FLOW INFORMATION: Interest Paid $ -- $ 1,094 ========== ========== See Notes to Unaudited Consolidated Financial Statements 6
CHANCELLOR GROUP, INC. Notes to Unaudited Consolidated Financial Statements June 30, 2012 NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: Organization Chancellor Group, Inc. (the "Company", "our", "we" or "Chancellor") was incorporated in the state of Utah on May 2, 1986, and then, on December 30, 1993, dissolved as a Utah corporation and reincorporated as a Nevada corporation. The Company's primary business purpose is to engage in the acquisition, exploration and development of oil and gas production. On March 26, 1996, the Company's corporate name was changed from Nighthawk Capital, Inc. to Chancellor Group, Inc. The Company's corporate office was moved to Amarillo, Texas in early 2012. Operations The Company is licensed by the Texas Railroad Commission as an oil and gas producer and operator. The Company and its wholly-owned subsidiaries, Gryphon Production Company, LLC and Gryphon Field Services, LLC, own 5 wells in Gray County, Texas, of which 1 is a water disposal well. As of June 30, 2012, approximately 4 oil wells are actively producing. We produced a total of 139 barrels of oil in the three months ended June 30, 2012 and 530 barrels of oil in the six months ended June 30, 2012.. The oil is light sweet crude. Basis of Presentation The consolidated financial statements of Chancellor Group, Inc. have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with US GAAP. Accordingly, these consolidated financial statements do not include all of the information and footnotes required by US GAAP for annual financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Chancellor Group, Inc. Annual Report on Form 10-K for the year ended December 31, 2011. The consolidated financial statements are unaudited, but, in management's opinion, include all adjustments (which, unless otherwise noted, include only normal recurring adjustments) necessary for a fair presentation of such financial statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2012. Significant Accounting Policies Principles of Consolidation The accompanying consolidated financial statements include the accounts of Chancellor Group, Inc. and its wholly owned subsidiaries: Gryphon Production Company, LLC, and Gryphon Field Services, LLC. These entities are collectively hereinafter referred to as "the Company". Any inter-company accounts and transactions have been eliminated. Accounting Year The Company employs a calendar accounting year. The Company recognizes income and expenses based on the accrual method of accounting under US GAAP. 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 and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Products and Services, Geographic Areas and Major Customers The Company plans to operate its domestic oil and gas properties, located in Gray County in Texas, and possibly to acquire additional producing oil and gas properties. The Company currently sells 100% of its oil production to Plains Marketing and 100% of its gas production to DCP Midstream. 7
Net Loss per Share The net loss per share is computed by dividing the net loss by the weighted average number of shares of common stock 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. Cash and Cash Equivalents The Company considers all highly liquid investments with an original maturity of three months or less as cash equivalents. Concentration of Credit Risk Some of the Company's operating cash balances are maintained in accounts that currently exceed federally insured limits. The Company believes that the financial strength of depositing institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company's consolidated financial position or results of operations. Restricted Cash Restricted cash totaled $25,000 and $250,000 at June 30, 2012 and December 31, 2011, respectively and includes a license bond with the Railroad Commission of Texas as required for its oil and gas activities. Additionally, at December 31, 2011, restricted cash included deposits which were held as collateral for a letter of credit issued to the Railroad Commission of Texas. Accounts Receivable The Company reviews accounts receivable periodically for collectibles, establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. An allowance for doubtful accounts was not considered necessary or recorded at June 30, 2012 and December 31, 2011. Prepaid Expenses Certain expenses, primarily insurance and consulting fees, have been prepaid and will be used within one year. The Company currently has prepaid consulting fees of $48,000 and prepaid insurance of $15,881 as of June 30, 2012. Property and Equipment Property and equipment are recorded at cost and depreciated under the straight line method over the estimated useful life of the equipment. The estimated useful life of leasehold costs, equipment and tools ranges from five to seven years. Oil and Gas Properties The Company follows the successful efforts method of accounting for its oil and gas activities. Under this accounting method, costs associated with the acquisition, drilling and equipping of successful exploratory and development wells are capitalized. Geological and geophysical costs, delay rentals and drilling costs of unsuccessful exploratory wells are charged to expense as incurred. The carrying value of mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. Undeveloped properties are periodically assessed for possible impairment due to un-recoverability of costs invested. Cash received for partial conveyances of property interests is treated as a recovery of cost and no gain or loss is recognized. Depletion The carrying value of the mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. Long-Lived Assets The Company evaluates the recoverability of the carrying value of long-lived assets whenever events or circumstances indicate the carrying amount may not be recoverable. If a long-lived asset is tested for recoverability and the undiscounted estimated future cash flows expected to result from the use and eventual disposition of the asset is less than the carrying amount of the asset, the asset cost is adjusted to fair value and an impairment loss is recognized as the amount by which the carrying amount of a long-lived asset exceeds its fair value. 8
Asset Retirement Obligations The Company has not recorded an asset retirement obligation (ARO) in accordance with ASC 410. Under ASC 410, a liability should be recorded for the fair value of an asset retirement obligation when there is a legal obligation associated with the retirement of a tangible long-lived asset, and the liability can be reasonably estimated. The associated asset retirement costs should also be capitalized and recorded as part of the carrying amount of the related oil and gas properties. Management believes that not recording an ARO liability and asset under ASC 410 is immaterial to the consolidated financial statements. Income Taxes Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Revenue Recognition The Company recognizes revenue when a product is sold to a customer or a service is performed for a customer, either for cash or as evidenced by an obligation on the part of the customer to pay. Fair Value Measurements and Disclosures The Company estimates fair values of assets and liabilities which require either recognition or disclosure in the financial statements in accordance with FASB ASC Topic 820 "FAIR VALUE MEASUREMENTS". Fair value measurements include the following levels: Level 1: Quoted market prices in active markets for identical assets or liabilities. Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. Level 3: Unobservable inputs that are not corroborated by market data. Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. Fair Value of Financial Instruments The carrying value of the Company's financial instruments, including cash, accounts receivable and accounts payable, as reported in the accompanying consolidated balance sheet, approximates fair values. Employee Stock-Based Compensation Compensation expense is recognized for performance-based stock awards if management deems it probable that the performance conditions are or will be met. Determining the amount of stock-based compensation expense requires us to develop estimates that are used in calculating the fair value of stock-based compensation, and also requires us to make estimates of assumptions including expected stock price volatility which is derived based upon our historical stock prices. Non-employee Stock Options and Warrants The Company accounts for non-employee stock options under FASB ASC Topic 505 "EQUITY-BASED PAYMENTS TO NON-EMPLOYEES", whereby options costs are recorded based on the fair value of the consideration received or the fair value of the equity instruments issued, whichever is more reliably measurable. 9
Business Combinations The Company accounts for business combinations in accordance with FASB ASC Topic 805 "BUSINESS COMBINATIONS". This standard modifies certain aspects of how the acquiring entity recognizes and measures the identifiable assets, the liabilities assumed and the goodwill acquired in a business combination. The Company did not enter into any business combinations during the three and six months ended June 30, 2012. Recent Accounting Pronouncements In June 2011, the FASB issued Accounting Standards Update ("ASU") 2011-5, "PRESENTATION OF COMPREHENSIVE INCOME." This update requires that all non-owner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. This update eliminates the option to present the components of other comprehensive income as part of the statement of changes in stockholders' equity. These changes are effective for the first quarter filing of 2012. As the Company is not reporting any components of other comprehensive income, the adoption of this update is not considered material to the consolidated financial statements. In May 2011, the FASB issued Accounting Standards Update ("ASU") No. 2011-04, "FAIR VALUE MEASUREMENTS (TOPIC 820): AMENDMENTS TO ACHIEVE COMMON FAIR VALUE MEASUREMENT AND DISCLOSURE REQUIREMENTS IN U.S. GAAP AND IFRSS" ("ASU 2011-04"). ASU 2011-04 changes the wording used to describe many of the requirements in U.S. GAAP for measuring fair value and for disclosing information about fair value measurements to ensure consistency between U.S. GAAP and IFRS. ASU 2011-04 also expands the disclosures for fair value measurements that are estimated using significant unobservable (Level 3) inputs. This new guidance is to be applied prospectively. On January 1, 2012, the Company adopted ASU 2011-04 and does not anticipate that it will materially expand its consolidated financial statement footnote disclosures or have an impact on the Company's consolidated financial position, results of operations or cash flows. There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, and are not expected to have a material impact on the Company's financial position, results of operations or cash flows. NOTE 2. INCOME TAXES At June 30, 2012, the Company had a federal net operating loss carry-forward of approximately $1,836,000. A deferred tax asset of approximately $367,000 has been partially offset by a valuation allowance of approximately $363,000 due to federal net operating loss carry-back and carry-forward limitations. At June 30, 2012, the Company also had approximately $4,000 in deferred income tax liability attributable to timing differences between federal income tax depreciation, depletion and book depreciation, which has been offset against the deferred tax asset related to the net operating loss carry-forward. Management evaluated the Company's tax positions under FASB ASC No. 740 "UNCERTAIN TAX POSITIONS," and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2009. NOTE 3. STOCKHOLDERS' EQUITY Preferred Stock The Company has authorized 250,000 shares, par value $1,000 per share, of convertible Preferred Series B stock ("Series B"). Each Series B share is convertible into 166.667 shares of the Company's common stock upon election by the stockholder, with dates and terms set by the Board. No shares of Series B preferred stock have been issued. Common Stock The Company has 250,000,000 authorized shares of common stock, par value $0.001, with 69,560,030 shares issued and outstanding as of June 30, 2012. Stock Based Compensation For the three and six months ending June 30, 2012, the Company recognized $0 and $13,600 in professional and consulting fees expense, respectively, and $29,000 and $29,000 in directors fees expense, respectively, related to stock issued, which is recorded in general and administrative expenses. 10
Warrants The Company currently has outstanding warrants expiring December 31, 2014 to purchase an aggregate of 6,000,000 shares of common stock; these warrants consist of warrants to purchase 2,000,000 shares at an exercise price of $0.025 per share, and warrants to purchase 4,000,000 shares at an exercise price of $0.02 per share. In July 2009, the Company issued additional warrants expiring June 30, 2014 to purchase an aggregate of 500,000 shares of common stock at an exercise price of $0.125 per share. In June 2010, the Company issued additional warrants expiring June 30, 2015 to purchase an aggregate of 168,000 shares of common stock at an exercise price of $0.125 per share. There were no warrants issued during the three and six months ended June 30, 2012. On June 30, 2012, the Company had the following outstanding warrants: Exercise Weighted Remaining Price times Average Exercise Number of Contractual Life Number of Exercise Price Shares (in years) Shares Price ----- ------ ---------- ------ ----- $0.025 2,000,000 2.5 $ 50,000 $0.020 4,000,000 2.5 $ 80,000 $0.125 500,000 2. $ 62,500 $0.125 168,000 3 $ 21,000 --------- -------- 6,668,000 $213,500 $0.032 ========= ======== NOTE 4. PROPERTY A summary of property at: Balance Balance December 31, June 30, 2011 Additions Deletions 2012 ---- --------- --------- ---- Leasehold Costs - Developed $47,740 $ -- $ -- $47,740 ------- ------- ---- ------- TOTAL PROPERTY $47,740 $ -- $ -- $47,740 ======= ======= ==== ======= Less: Accumulated Amortization $18,815 $ 2,387 $ -- $21,202 ------- ------- ---- ------- TOTAL PROPERTY, NET $28,925 $ 2,387 $ -- $26,538 ======= ======= ==== ======= NOTE 5. CONTINGENCIES Chancellor is from time to time involved in legal proceedings arising in the normal course of business. Other than proceedings incidental to Chancellor's business, and current proceedings against Gryphon (cases nos. 36433 and 37053 in the 223rd District Court in Gray County, Texas) which Gryphon believes have no merit and in which Gryphon has made a counterclaim for declaratory judgment, Chancellor is not a party to, nor is any of their property the subject of, any material legal proceedings. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of Chancellor's management, any such liability will not have a material adverse effect upon Chancellor's financial condition, results of operations or cash flows. NOTE 6. ACCUMULATED COMPENSATED ABSENCES It is the Company's policy to permit employees to accumulate a limited amount of earned but unused vacation, which will be paid to employees upon separation from the Company's service. The cost of vacation and sick leave is recognized when payments are made to employees. These amounts are immaterial and not accrued. 11
NOTE 7. RELATED PARTY TRANSACTIONS The Company has used the management and consulting services of a consulting company owned by the Chairman of the Board. For the three and six months ending June 30, 2012 the Company has paid $26,000 and $50,000, respectively for those services. During the three and six months ending June 30, 2011 the Company paid $24,000 and $48,000, respectively for those services NOTE 8. SUBSEQUENT EVENTS On July 3, 2012, the Company entered into a 6-month non-exclusive consultant agreement with NUWA Group, LLC, in connection with the Company's interest in creating a strategy for growing the core business, creating market awareness and providing general strategic corporate advice. 12
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS Throughout this report, we make statements that may be deemed "forward-looking" statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All statements, other than statements of historical facts, that address activities, events, outcomes and other matters that Chancellor plans, expects, intends, assumes, believes, budgets, predicts, forecasts, projects, estimates or anticipates (and other similar expressions) will, should or may occur in the future are forward-looking statements. These forward-looking statements are based on management's current belief, based on currently available information, as to the outcome and timing of future events. When considering forward-looking statements, you should keep in mind the risk factors and other cautionary statements in this report. We caution you that these forward-looking statements are subject to all of the risks and uncertainties, many of which are beyond our control, incident to the exploration for and development, production and sale of oil and gas. These risks include, but are not limited to, commodity price volatility, inflation, lack of availability of goods and services, environmental risks, operating risks, regulatory changes, the uncertainty inherent in estimating proved oil and natural gas reserves and in projecting future rates of production and timing of development expenditures and other risks described herein, the effects of existing or continued deterioration in economic conditions in the United States or the markets in which we operate, and acts of war or terrorism inside the United States or abroad. BACKGROUND In April 2007 we commenced operations with what were 84 actually producing wells in Gray and Carson counties, Texas. On July 22, 2008, we had entered into an Agreement, effective as of June 1, 2008 with Legacy Reserves Operating LP ("Legacy") for the sale of our oil and gas wells in Carson County, Texas, representing for approximately 84% of our oil and gas production at that time. In 2010, the Company acquired three additional properties in Hutchinson County including approximately 16 wells for a purchase price of approximately $150,000. In 2011, the Company continued its operational and restoration programs and the production capacity from its 67 actively producing wells in Gray and Hutchinson counties. Pursuant to the terms of the Purchase and Sale Agreement dated October 18, 2011, LCB Resources ("LCB") purchased all of Gryphon's right, title and interest in certain leases, wells, equipment, contracts, data and other designated property, effective December 31, 2011. The assets sold to LCB approximated 82% of the Company's consolidated total assets as of September 30, 2011 and contributed approximately 95% and 77%, respectively, of the Company's consolidated gross revenues and total expenses for the nine months then ended September 30, 2011. Under the terms of the Purchase and Sale Agreement (the "Agreement"), LCB paid Gryphon $2,050,000 in cash, subject to certain adjustments as set forth in the Agreement. The Company has continued to maintain a total of four (4) producing wells and one (1) water disposal well. Gryphon will also retain an operator's license with the Texas Railroad Commission and continue to operate the Hood Leases itself. The proceeds from the asset sale will be used to provide working capital to Gryphon and for future corporate purposes including, but not limited to, possible acquisitions and other corporate programs and purposes that have yet to be identified. The Company has also opened a new division to explore business opportunities into commercial internet sites such as social network sites or related sites involved in internet e-commerce. This would be in addition to the Company's committed interest in seeking new oil and/or gas projects. Activity related to this division has not been material through June 30, 2012. Our common stock is quoted on the Over-The-Counter market and trades under the symbol CHAG.OB. As of August 9, 2012, there were 69,560,030 shares of our common stock issued and outstanding. RESULTS OF OPERATIONS Three Months Ended June 30, 2012 Compared to Three Months Ended June 30, 2011. PRODUCTION: During the three months ended June 30, 2012, we produced and sold 72 barrels of oil, generating $6,376 in gross revenues net of royalties paid, with a one month lag in receipt of revenues for the prior months sales, as compared with 1,963 barrels of oil and 1,214 mcf of gas, generating $195,336 in gross revenues net of royalties paid during the same period in 2011. The Company also recorded revenue from the sale of approximately 67 barrels of oil which was in tanks at the date of the sale to LCB, resulting in approximately $6,030 in revenues. We had 4 wells actually producing oil and none producing gas at June 30, 2012 and had 60 wells actually producing oil and 2 producing gas at June 30, 2011. Pursuant to the terms of the Agreement dated October 18, 2011, LCB purchased effective December 1, 2011 all of Gryphon's right, title and interest in certain leases, wells, equipment, contracts, data and other designated property. The assets sold to LCB approximated 82% of the Company's consolidated assets as of September 30, 2011 and contributed approximately 95% and 77%, 13
respectively, of the Company's consolidated gross revenues and total expenses for the nine months then ended September 30, 2011. Under the terms of the Agreement, LCB paid Gryphon $2,050,000 in cash, subject to certain adjustments as set forth in the Agreement. The Company has continued to maintain a total of four (4) producing wells and one (1) water disposal well. Gryphon will also retain an operator's license with the Texas Railroad Commission and continue to operate the Hood Leases itself. The proceeds from the asset sale will be used to provide working capital to Gryphon and for future corporate purposes including, but not limited to, possible acquisitions and other corporate programs and purposes that have yet to be identified. The following table summarizes our production volumes and average sales prices for the three months ended June 30: 2012 2011 ---- ---- Oil and Gas Sales: Oil Sales (Bbl) 139 1,963 Natural Gas Sales (Mcf) -- 1,214 Average Sales Price: Oil, per Bbl $ 89.00 $ 95.96 Gas, per McF $ n/a $ .70 The decrease in revenues from both oil and natural gas during the three months ended June 30, 2012 (as compared to the three months ended June 30, 2011) resulted in primarily from the sale of substantially all of our producing wells effective December 1, 2011 to LCB. DEPRECIATION AND AMORTIZATION: Expense recognized for depreciation and amortization of property decreased $66,033, or approximately 98% in the three months ended June 30, 2012 compared to the same period in 2011. This decrease was primarily attributable to the sale of substantially all of our producing wells effective December 1, 2011 to LCB. OPERATING EXPENSES AND ADMINISTRATIVE EXPENSES: During the three months ended June 30, 2012, our operating expenses decreased $127,233, or approximately 98%, primarily due to the sale of substantially all of our producing wells effective December 1, 2011. During the three months ended June 30, 2012, our administrative expenses increased $42,689, or approximately 38% compared to same period in 2011. Significant components of these expenses include salaries, professional fees, and insurance. Salaries (included in both administrative expenses and operating costs) decreased approximately $91,000, or 100%, during 2012, primarily the result of complete staff reductions due to the sale of substantially all of our producing wells effective December 1, 2011 to LCB. Professional fees increased $51,290, approximately 300% during the three months ending June 30, 2012 compared to the same period in 2011, primarily the result of increased consultation costs with third parties. Insurance decreased approximately 74% during the three months ending June 30, 2012 compared to the same period in 2011 due primarily to the sale of substantially all of our producing wells effective December 1, 2011 to LCB. Six Months Ended June 30, 2012 Compared to Six Months Ended June 30, 2011. PRODUCTION: During the six months ended June 30, 2012, we produced and sold 163 barrels of oil, generating $13,697 in gross revenues net of royalties paid, with a one month lag in receipt of revenues for the prior months sales, as compared with 4,021 barrels of oil and 2,490 mcf of gas, generating $389,995 in gross revenues net of royalties paid during the same period in 2011. The Company also recorded revenue from the sale of approximately 382 barrels of oil which was in tanks at the date of the sale to LCB, resulting in approximately $30,650 in revenues. We had 4 wells actually producing oil and none producing gas at June 30, 2012 and had 60 wells actually producing oil and 2 producing gas at June 30, 2011. Pursuant to the terms of the Agreement dated October 18, 2011, LCB purchased effective December 1, 2011 all of Gryphon's right, title and interest in certain leases, wells, equipment, contracts, data and other designated property. The assets sold to LCB approximated 82% of the Company's consolidated assets as of September 30, 2011 and contributed approximately 95% and 77%, respectively, of the Company's consolidated gross revenues and total expenses for the nine months then ended September 30, 2011. Under the terms of the Agreement, LCB paid Gryphon $2,050,000 in cash, subject to certain adjustments as set forth in the Agreement. Pursuant to the transition services agreement related to the asset sale to LCB, the Company recorded $18,750 in other income for operating the wells sold to LCB through February 15, 2012. The Company has continued to maintain a total of four (4) producing wells and one (1) water disposal well. Gryphon will also retain an operator's license with the Texas Railroad Commission and continue to operate the Hood Leases itself. The proceeds from the asset sale will be used to provide working capital to Gryphon and for future corporate purposes including, but not limited to, possible acquisitions and other corporate programs and purposes that have yet to be identified. The following table summarizes our production volumes and average sales prices for the six months ended June 30: 14
2012 2011 ---- ---- Oil and Gas Sales: Oil Sales (Bbl) 530 4,021 Natural Gas Sales (Mcf) -- 2,490 Average Sales Price: Oil, per Bbl $ 83.73 $ 92.91 Gas, per McF $ n/a $ 6.66 The decrease in revenues of both oil and natural gas during the six months ended June 30, 2012 (as compared to the period ended June 30, 2011) resulted in primarily from the sale of substantially all of our producing wells effective December 1, 2011 to LCB. DEPRECIATION AND AMORTIZATION: Expense recognized for depreciation and amortization of property and equipment decreased $132,227, or approximately 98% in the six months ended June 30, 2012 compared to the same period in 2011. This decrease was primarily attributable to the sale of substantially all of our producing wells effective December 1, 2011 to LCB. OPERATING EXPENSES AND ADMINISTRATIVE EXPENSES: During the six months ended June 30, 2012, our operating expenses decreased $221,099, or approximately 89%, primarily due to the sale of substantially all of our producing wells effective December 1, 2011. Administrative expenses decreased $25,690, or approximately 9% compared to same period in 2011. Significant components of these expenses include salaries, professional fees, and insurance. Salaries (included in both administrative expenses and operating costs) decreased $171,005, or approximately 100%, during the six months ended June 30, 2012 compared to the same period in 2011, primarily the result of complete staff reductions due to the sale of substantially all of our producing wells effective December 1, 2011 to LCB. Professional fees remained flat during the six months ending June 30, 2012 compared to the same period in 2011. Insurance decreased $15,134, or approximately 13% during the six months ending June 30, 2012 compared to the same period in 2011 primarily due to the sale of substantially all of our producing wells effective December 1, 2011. Directors fees expense increased $42,500 during the six months ended June 30, 2012 compared to the same period in 2011, primarily due to stock issued in April 2012. Travel expense decreased approximately $25,000 during the six months ended June 30, 2012 compared to the same period in 2011 primarily due to decreased travel requirements primarily due to the sale of substantially all of our producing wells effective December 1, 2011. OVERALL: Effective December 1, 2011, pursuant to the terms of the Purchase and Sale Agreement dated October 18, 2011, LCB purchased all of Gryphon's right, title and interest in certain leases, wells, equipment, contracts, data and other designated property. The assets sold to LCB approximated 82% of the Company's consolidated assets as of September 30, 2011 and contributed approximately 95% and 77%, respectively, of the Company's consolidated gross revenues and total expenses for the nine months then ended September 30, 2011. Under the terms of the Purchase and Sale Agreement, LCB paid Gryphon $2,050,000 in cash, subject to certain adjustments as set forth in the Purchase and Sale Agreement. Pursuant to the transition services agreement related to the asset sale to LCB, the Company recorded $18,750 in other income to operate the wells sold to LCB through February 15, 2012, at which date it ceased operating these wells. It continues to operate the 4 remaining producing wells. LIQUIDITY AND CAPITAL RESOURCES OVERVIEW: The following table highlights certain information relation to our liquidity and capital resources at: June 30, 2012 December 31, 2011 ------------- ----------------- Working Capital $2,030,483 $2,253,170 Current Assets 2,066,116 2,424,020 Current Liabilities 35,633 170,850 Stockholders' Equity $2,057,271 $2,284,463 Our working capital at June 30, 2012 decreased by $222,687, or approximately 10%, from December 31, 2011, primarily from the loss from operations during first six months of 2012. Current assets decreased by decreased by $357,904 or approximately 15%, while current liabilities decreased $135,217, or approximately 80%, primarily as a result of reduced operations related to the sale of a majority of the Company's assets to LCB. Our capital resources consist primarily of cash from operations and permanent financing, in the form of capital contributions from our stockholders. As of June 30, 2012 the Company had $1,916,002 of unrestricted cash on hand. CASH FLOW: Net cash used during the six months ended June 30, 2012 was $395,775, compared to net cash used of $163,921 during same period in 2011. The most significant factor causing the increase in net cash used during 2012 relates to the reduction in revenues due to the sale of substantially all of our producing 15
wells effective December 1, 2011 to LCB, offset in part from the related reduction in operating expenses. Cash used for operations increased by $248,472, or approximately 168% during the first six months of 2012, compared to the same period in 2011. EQUITY FINANCING: As of June 30, 2012, our stockholders have contributed $3,608,613 in total equity financing to date. We do not anticipate that significant equity financing will take place in the foreseeable future. CRITICAL ACCOUNTING POLICIES There have been no material changes in our critical accounting policies since December 31, 2011. ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK Interest Rate Risk - Interest rate risk refers to fluctuations in the value of a security resulting from changes in the general level of interest rates. Investments that are classified as cash and cash equivalents have original maturities of three months or less. Our interest income is sensitive to changes in the general level of U.S. interest rates. Due to the short-term nature of our investments, we believe that there is not a material risk exposure. Credit Risk - Our accounts receivables are subject, in the normal course of business, to collection risks. We regularly assess these risks and have established policies and business practices to protect against the adverse effects of collection risks. As a result we do not anticipate any material losses in this area. Commodity Price Risk - We are exposed to market risks related to price volatility of crude oil and natural gas. The prices of crude oil and natural gas affect our revenues, since sales of crude oil and natural gas comprise all of the components of our revenues. A decline in crude oil and natural gas prices will likely reduce our revenues, unless we implement offsetting production increases. We do not use derivative commodity instruments for trading purposes. The prices of the commodities that the Company produces are unsettled at this time. At times the prices seem to be drift down and then either increase or stabilize for a few days. Current price movement seems to be slightly up but with the prices of the traditionally marketed products (gasoline, diesel, and natural gas as feed stocks for various industries, power generation, and heating) are not showing material increases. Although prices are difficult to predict in the current environment, the Company maintains the expectation that demand for its products will continue to increase for the foreseeable future due to the underlying factors that oil and natural gas based commodities are both sources of raw energy and are fuels that are easily portable. ITEM 4. CONTROLS AND PROCEDURES As supervised by our Board of Directors and our principal executive and principal financial officer, management has established a system of disclosure controls and procedures and has evaluated the effectiveness of that system. The system and its evaluation are reported on in the below Management's Annual Report on Internal Control over Financial Reporting. Based on the evaluation of our controls and procedures (as defined in Rule 13a-15(e) under the 1934 Securities Exchange Act, as amended (the "Exchange Act")) required by paragraph (b) of Rule 13a-15, our principal executive and financial officer has concluded that our disclosure controls and procedures as of June 30, 2012, are effective to ensure that information required to be disclosed by us in the reports that we file or submit under the Exchange Act is (x) accumulated and communicated to management, including our principal executive and financial officer, as appropriate to show timely decisions regarding required disclosure and (y) recorded, processed, summarized and reported within the time periods specified by the SEC's rules and forms. There have been no significant changes in our internal control over financial reporting (as defined in Rules 13a-15(f) and 15d-15(f) under the Exchange Act) during the period ended June 30, 2012 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting. PART II. OTHER INFORMATION ITEM 1. LEGAL PROCEEDINGS Chancellor is from time to time involved in legal proceedings arising in the normal course of business. Other than proceedings incidental to Chancellor's business, and current proceedings against Gryphon (cases nos. 36433 and 37053 in the 223rd District Court in Gray County, Texas) which Gryphon believes have no merit and in which Gryphon has made a counterclaim for declaratory judgment, Chancellor is not a party to, nor is any of their property the subject of, any material legal proceedings. Although the amount of any ultimate liability with respect to such matters cannot be determined, in the opinion of Chancellor's 16
management, any such liability will not have a material adverse effect upon Chancellor's financial condition, results of operations or cash flows. ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS The following table sets forth the sales of unregistered securities since the Company's last report filed under this item. Principal Total Offering Underwriting Price/Date Title and Amount(1) Purchaser Underwriter Discounts ---------- ------------------- --------- ----------- --------- April 30, 2012 500,000 shares of common stock Director NA $0.029/NA April 30, 2012 500,000 shares of common stock Director NA $0.029/NA ---------- (1) The issuances to advisors are viewed by the Company as exempt from registration under the Securities Act of 1933, as amended ("Securities Act"), alternatively, as transactions either not involving any public offering, or as exempt under the provisions of Regulation D promulgated by the SEC under the Securities Act. ITEM 6. EXHIBITS 31 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.* 32 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** SEC Ref.No. Title of Document ------- ----------------- 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document ---------- * Filed herewith. ** Furnished herewith. 17
SIGNATURES Pursuant to the requirements of Section 12(g) of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned, thereunto duly authorized, on August 9, 2012. CHANCELLOR GROUP, INC. By: /s/ Maxwell Grant ------------------------------------- Maxwell Grant Chief Executive Officer and Principal Financial 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 9, 2012. By: /s/ Maxwell Grant ----------------------------------------- Maxwell Grant, Chief Executive Officer 18
EXHIBIT INDEX 31 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to Section 302 of The Sarbanes Oxley Act of 2002.* 32 Certification of Chief Executive Officer and Principal Financial Officer Pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.** SEC Ref.No. Title of Document ------- ----------------- 101.INS XBRL Instance Document 101.SCH XBRL Taxonomy Extension Schema Document 101.CAL XBRL Taxonomy Calculation Linkbase Document 101.DEF XBRL Taxonomy Extension Definition Linkbase Document 101.LAB XBRL Taxonomy Label Linkbase Document 101.PRE XBRL Taxonomy Presentation Linkbase Document ---------- * Filed herewith. ** Furnished herewith.