SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
Commission File Number 33-55254-32
Notification of Late Filing
(Check One):
[X ] Form 10-K [ ] Form 20-F [ ] Form 11-K [ ] Form 10-Q [ ] Form N-SAR
For Period Ended: July 31, 1996 [ ]
Transition Report on Form 10-K [ ]
Transition Report on Form 20-F [ ]
Transition Report on Form 11-K [ ]
Transition Report on Form 10-Q [ ]
Transition Report on Form N-SAR
For the Transition Period Ended:
Nothing in this form shall be construed to imply that the Commission has
verified any information contained herein.
If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
Part I - Registrant Information
Full Name of Registrant Chancellor Group, Inc.
Former Name if Applicable Nighthawk Capital, Inc.
1204 Third Avenue, Suite 172
Address of Principal Executive Office (Street and Number)
New York, New York 10021
City, State and Zip Code
Part II - Rules 12b-25(b) and (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
1
<PAGE>
[X] (a) The reasons described in reasonable detail in Part III of this form
could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report on
Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be filed
on or before the fifteenth calendar day following the prescribed due date;
or the subject quarterly report or transition report on Form 10-Q, or
portion thereof will be filed on or before the fifth calendar day following
the prescribed due date; and
[X] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
Part III - Narrative
State below in reasonable detail the reasons why Form 10-K, 20-F, 11-K,
10-Q, N-SAR, or the transition report or portion thereof could not be file
within the prescribed period.
The audited financial statements are not yet complete. The auditors are in
the process of completing the audit so the independent auditors' report can
be issued.
Part IV - Other Information
(1) Name and telephone number of person to contract in regard to this
notification.
Neil A. Green 011 61 2 233 3566
(Name) (Area Code) (Telephone Number)
(2) Have all other periodic reports required under section 13 or 15(d) of
the Securities Exchange Act of 1934 or section 30 of the Investment Company Act
of 1940 during the preceding 12 months or for such shorter period that the
registrant was required to file such report(s) been filed? If the answer is no,
identify report(s).
[X ] Yes [ ] No
(3) Is it anticipated that any significant change in results of operations
from the corresponding period for the last fiscal year will be reflected by the
earnings statements to be included in the subject report or portion thereof?
[X ] Yes [ ] No
If so: attach an explanation of the anticipated change, both narratively
and quantitatively, and, if appropriate, state the reasons why a reasonable
estimate of the results cannot be made.
Chancellor Group, Inc.
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date October 28, 1996 By Neil A. Green
-------------------------------- -------------------
Neal A. Green, President
2
<PAGE>
Part IV Question 3:
The Company had no operations for the year ended July 31, 1995. For the year
ended July 31, 1996, the Company had substantial operations. However, an
estimate of earnings cannot be given until the audit is complete.
3
<PAGE>
SMITH & COMPANY
CERTIFIED PUBLIC ACCOUNTANTS
MEMBERS OF: CRANDALL BUILDING SUITE 700
AMERICAN INSTITUTE OF 10 WEST 100 SOUTH
CERTIFIED PUBLIC ACCOUNTANTS SALT LAKE CITY, UTAH 84101
UTAH ASSOCIATION OF TELEPHONE: (801) 575-8297
CERTIFIED PUBLIC ACCOUNTANTS FACSIMILE: (801) 575-8306
- -------------------------------------------------------------------------------
October 24, 1996
Securities & Exchange Commission
Washington, DC 20549
Gentlemen:
We are the independent auditors of Chancellor Group, Inc. This is to inform you
that we have not yet completed the audit of the consolidated financial
statements to be included in the Form 10-K filing.
Several subsidiaries are located outside of the United States. Foreign currency
translation items, foreign document translation items, etc. have taken longer
than expected.
We anticipate issuing our report in sufficient time to allow Chancellor to file
its Form 10-K within 15 days of the original due date.
Very truly yours,
William R. Denney
WRD\kow
4
