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FORM 8-K
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
CURRENT REPORT
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Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Date of Report (Date of earliest event reported) June 8, 1998
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CHANCELLOR GROUP, INC.
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Formerly known as NIGHTHAWK CAPITAL, INC.
(Exact name of Registrant as specified in its charter)
Nevada 33-55254-32 87-0438647
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(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation or organization) File Number) Identification No.)
1800 East Sahara Avenue
Las Vegas, Nevada 89104
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(Address of principal executive offices and Zip Code)
(702) 792-7479
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(Registrant's telephone number including area code)
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Act of 1934
Item 1. CHANGES IN CONTROL OF REGISTRANT.
The following persons each own more than 10% each of the outstanding
Common Stock of the Registrant and accordingly, may be considered
thereby to be affiliates the Registrant:
Horizon Trustees Limited
(Auckland, New Zealand) 7,790,000 shares
The Registrant currently has approximately 16.8 million shares of
common stock issued and outstanding.
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
On September 18, 1997, the registrant acquired all of the capital
stock of Radly Petroleum, Inc., a Texas corporation (Radly), from
Pilares Oil & Gas, Inc. ("Pilares"), the sole stockholder of Radly, in
exchange for the issuance of approximately 12,300,000 shares of the
Registrant's Common Stock. As a result of the transaction, Radly
became a wholly-owned subsidiary of the Company.
Radly owns approximately 3,500 acres of leasehold oil and gas property
located in Pecos County, Texas. Such properties include a 100%
ownership of the Glass Mountain B gas development project in South
Texas.
The Registrant plans to enter into a letter of intent to merge Radly
Petroleum with a Canadian listed oil company. The Registrant would
control the merged entity resulting from the merger. At the present
time, the final merger candidate has not been selected.
The Registrant intends to commence, subject to financing, a well
development program on Radly's property.
Item 3. BANKRUPTCY OR RECEIVERSHIP.
Not Applicable
Item 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.
Not Applicable
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Item 5. OTHER EVENTS
The Registrant has entered into a letter of intent with two entities
to purchase the Groveland Mine in Michigan in an stocks-for-assets
deal. The two entities are National Resource Development Corporation
(NRDC) and International Aggregates Corporation (IAC) both Delaware
corporations. The major asset of these entities is the Groveland Mine
in Michigan which has proven reserves of approximately 100 million
tons of aggregate rock already mined and stockpiled, as well as
various infrastructure and buildings, in additional to iron ore
reserves to be mined.
The Registrant has entered into an agreement to acquire control of and
restructure Ryan-Murphy, Inc., (RMI) a publicly held (NASDAQ NYMR), a
Colorado-based environmental engineering and technologies company.
RMI maintains certain assets and intellectual properties in the US.
The Registrant has entered into an agreement to acquire control of
Japan Power General LTD., based in Lahore, Pakistan (subject to a
satisfactory resolution with the Pakistan Government in relation to
power tariffs and with regard to the current political situation).
JPG owns a new 135 megawatt power station near Lahore and currently
has a 22-year power purchase agreement (PPA) in place with a
government-owned utility.
Item 6. RESIGNATION OF REGISTRANT'S DIRECTORS.
All of the previous Directors of the Registrant resigned in September,
1997. The following individuals have been elected directors off the
Registrant, replacing those individuals who resigned:
Shane X.G. Rodgers, also Chairman and Chief Executive Officer
Asraf Khan, also Senior Vice President: Asia and the Middle East
Peter R. Just, also President and Chief Operating Officer, Designate
George W. Cole
William H. Stinson
Neil A. Green
Item 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
Not Applicable
Item 8. CHANGE IN FISCAL YEAR.
In June, 1998, the Registrant determined to change its fiscal year end
to December 31, beginning on December 31, 1998. A transitional report
on Form 10-KSB will be filed covering the applicable transitional
period.
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Item 9. SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.
The Registrant has sold approximately 7,500,000 common shares
pursuant to its acquistion in September, 1997 in exchange for the
capital stock of Radly. These shares were issued to one trust at
end of 1997, which was domiciled in New Zealand, pursuant to
Regulation S. In addition, the Registrant has sold a total of
268,700 common shares at prices between $.10US and $1.00US per
share, in cash, to 2 individuals, 1 trust, and 3 corporations at the
end of 1997, all residents of Australia, pursuant to Regulation S.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CHANCELLOR GROUP, INC.
Dated: June 8, 1998 By: /s/ Shane X.G. Rodgers
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Shane X.G. Rodgers
Chairman and Chief Executive Officer
