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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
DATE OF REPORT
OCTOBER 11, 2000
(DATE OF EARLIEST EVENT REPORTED)
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
CHANCELLOR GROUP, INC.
(NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
NEVADA 87-0438647
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
1800 E. SAHARA, SUITE 107, LAS VEGAS, NEVADA 89104
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
(702) 938-0261
(ISSUER'S TELEPHONE NUMBER)
SECURITIES REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
(NONE)
SECURITIES REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
COMMON STOCK, PAR VALUE $0.001
(TITLE OF CLASS)
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FORWARD LOOKING STATEMENTS
Chancellor Group, Inc. ("Chancellor Group," or the "Company")
cautions readers that certain important factors may affect the Company's
actual results and could cause such results to differ materially from any
forward-looking statements that may be deemed to have been made in this Form
8-K or that are otherwise made by or on behalf of the Company. For this
purpose, any statements contained in the Form 8-K that are not statements of
historical fact may be deemed to be forward-looking statements. Without
limiting the generality of the foregoing, words such as "may," "expect,"
"believe," "anticipate," "intend," "could," "estimate," "plans," or
"continue" or the negative or other variations thereof or comparable
terminology are intended to identify forward-looking statements. Factors that
may affect the Company's results include, but are not limited to, the
Company's limited operating history, its ability to produce additional
products and services, its dependence on a limited number of customers and
key personnel, its need for additional financing, its dependence on certain
industries, and competition from its competitors. With respect to any
forward-looking statements contained herein, the Company believes that it is
subject to a number of risk factors, including: the Company's ability to
develop its oil and gas leases; competitive actions; and, general economic
and business conditions. Any forward-looking statements in this report should
be evaluated in light of these important risk factors. The Company is also
subject to other risks detailed herein or set forth from time to time in the
Company's filings with the Securities and Exchange Commission.
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On October 19, 2000, the Company agreed to acquire from Southwin
Financial, Ltd. all of the outstanding shares of Getty Petroleum, Inc., a
Texas corporation which has no affiliation whatsoever with the major oil
company of the same name or the Getty family. The sole asset of Getty
Petroleum, Inc. consists of oil and natural gas leases on approximately 1,350
acres in Pecos County, Texas. This acreage adjoins an existing lease held by
the Company known as Glass Mountain. The Company issued an aggregate of
4,500,000 shares of common stock in connection with this acquisition
including 2,925,000 shares to Horizon No. 4 Trust of which Shane X.G.
Rodgers, Vice-Chairman and a Director of the Company is a beneficiary. The
shares were issued to the Trust in accordance with the designation of
Southwin Financial, Ltd.
ITEM 5. OTHER EVENTS
On October 11, 2000, Bassam Abu-Ghazaleh joined the Board of
Directors of the Company. Mr. Abu-Ghazaleh is based in Riyadh, Saudi Arabia,
where he is the Executive Director of Saudi Arabian operations of Talal
Abu-Ghazaleh & Co., a member of the TAGI Group. The TAGI Group is the largest
accounting and management consulting firm in the Middle East with 34 offices
in over 20 countries, including the United States. Prior to joining TAGI
Group, Mr. Abu-Ghazaleh was a senior executive in Middle Eastern operations
of Shell Oil Company based in Dubai.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
Exhibit 10.1 - Copy of the Acquisition Agreement
between Chancellor Group, Inc. and Southwin Financial, Ltd.
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SIGNATURES
In accordance with Section 12 of the Securities and Exchange Act of
1934, the Registrant caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized.
CHANCELLOR GROUP, INC.
DATED: November 20, 2000 By: /s/ SHANE X.G. RODGERS
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SHANE X.G. RODGERS
Vice-Chairman
