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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) July 25, 1999
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The Chancellor Group, Inc.
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(Exact name of registrant as specified in its charter)
Nevada 33-55254-32 87-0438647
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1800 East Sahara Avenue, Las Vegas, Nevada 89104
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (702) 938-0261
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ITEM 1 CHANGES IN CONTROL OF REGISTRANT
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The following persons each own more than 10% of the outstanding common stock of
the registrant and accordingly may be considered thereby to be affiliates of the
registrant:
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<S> <C>
HORIZON TRUSTEES LIMITED
(Auckland, New Zealand) 7,621,500 shares
LICHFIELD PETROLEUM LIMITED 2,500,000 shares
(Belize)
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The registrant currently has 18.825 million shares of common stock issued and
outstanding.
ITEM 2 ACQUISITION OR DISPOSITION OF ASSETS
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On July 25, 1998, the registrant acquired all of the capital stock of Lichfield
Petroleum America, Inc. ("Lichfield"), a Texas corporation, from Lichfield
Petroleum Limited, the sole stockholder of Lichfield, in exchange for the
issuance of 2,500,000 shares of the registrant's common stock issued at 40 cents
per share, in addition to convertible preferred stock with a face value of $48
million and convertible to 8 million shares of common stock at $6.00 per share.
As a result of the transaction, Lichfield became a wholly-owned subsidiary of
the company.
Lichfield owns approximately 2,861 acres of leasehold oil and gas property
located in Pecos County, Texas, adding to the registrant's existing "Glass
Mountain" gas project acreage.
On April 5, 1999, the registrant signed an agreement and letter of intent to
acquire all of the capital stock of Petra Energy, Inc. ( "Petra" ) a Colorado
corporation, in exchange for $6,800,000 of its Series B convertible preferred
stock and $1,200,000 in cash. Petra owns producing oil properties on 1,300
federal leasehold acres in Niobrara County, Wyoming. At the time of filing the
letter of intent had expired, but the parties intend to renew it.
ITEM 3 CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT
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The registrant on May 11, 1999 appointed Ronald R Chadwick, P.C. of Denver,
Colorado as its auditor.
ITEM 4 RESIGNATION OF REGISTRANT'S DIRECTORS
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Peter R Just resigned as a director of the registrant in July 1998. George W.
Cole resigned as a director of the registrant on June 8, 1999.
ITEM 5 FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
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INFORMATION AND EXHIBITS
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It is impractical to provide the required financial statements concurrently with
the filing of this report. The company expects to file financial statements
dating back to July 1996 within 21 days of the date of this report.
EXHIBITS: 1. Agreement to acquire Petra Energy, Inc.
2. Agreement to acquire Lichfield Petroleum
America Inc.
3. Compensation agreement between the
registrant and Shane X.G. Rodgers
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4. Agreement between the registrant and the
Regency Group Ltd. Inc.
ITEM 6 SALES OF EQUITY SECURITIES
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On July 25, 1998 the registrant sold 2,500,000 shares of its common stock at 40
cents per share to Lichfield Petroleum Limited, pursuant to its acquisition of
Lichfield Petroleum America, Inc. In connection with that acquisition the
registrant additionally issued to Lichfield Petroleum Limited 48,000 shares of
its $1,000 principal amount series 'B' convertible preferred shares, convertible
into common stock at $6.00 per share.
On March 15, 1999, the registrant entered into an agreement to issue 100,000
shares of its common stock to Dennis Murphy at a nominal ten cents per share as
compensation for ongoing consulting and advisory services to the registrant. At
the same time, the registrant also granted Mr. Murphy warrants to purchase an
additional 150,000 shares of common stock at a price of $3.00 per share. The
warrants are exercisable at any time up to March 15, 2002.
Pursuant to a compensation agreement dated May 11, 1999, the registrant issued
400,00 shares of fully paid common stock to interests associated with its
Chairman, Shane X.G. Rodgers. These securities were issued to extinguish
$150,000 of indebtedness to Mr Rodgers by the registrant, being unpaid salary
and other compensation dating back to October 1997.
On May 11, 1999 the registrant issued 200,000 shares of restricted common stock
at 5 cents per share to the Regency Group Limited, Inc. of Solana Beach,
California ("Regency") pursuant to an investor relations retainer agreement
between the registrant and Regency. The registrant on May 1, 1999 approved the
issuance of 100,000 shares of its restricted common stock pursuant to Regulation
S to Horizon Trustees Limited.
On May 11, 1999 the registrant issued 10,000 shares of common stock pursuant to
Regulation S to Jeremy Taylor of Victoria, Australia at 10 cents per share to
compensate Mr Gibson for consulting services provided to the registrant pursuant
to the development, implementation and maintenance of an internet web-site.
On May 24, 1999, the registrant approved the issuance of 200,000 shares of
restricted common stock to certain investors in Los Angeles, California, at a
price of ten cents per share, for aggregate cash proceeds of $20,000.
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.
DATED: September 10, 1999 Chancellor Group Inc.
By: /s/ Shane X. G. Rodgers
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Shane X. G. Rodgers
Chairman and C.E.O.
