Sharewell Capital 10QSB/A 2005 Q2 Quarterly report (small business) (amended)

United States

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-QSB/A

[X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the Second Quarter ended June 30, 2005

Commission File Number: 0-30565

Austin Chalk Oil and Gas, Ltd.

Nevada 91-2014670

(Jurisdiction of Incorporation) (I.R.S. Employer Identification No.)

5868 Westheimer, Suite 233, Houston TX  77057

 (Address of principal executive offices)(Zip Code)

Registrant's telephone number, including area code:(713) 780-7633

As of June 30, 2005 the Total Issued and Outstanding was 96,410,354

Transitional Small Business Disclosure Format (check one): yes [ ] no [X]

PART I: FINANCIAL INFORMATION

Item 1. Financial Statements.

The financial statements, for the three months and six months ended June 30, 2005, included herein have been prepared by the Company, without audit pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnotes disclosure normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information not misleading.

The Remainder of this Page is Intentionally left Blank

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Austin Chalk Oil & Gas, LTD

Financial Statements

June 30,2005

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Austin Chalk Oil & Gas, LTD.

(a Development Stage Company)

Balance Sheets

		June 30,			December 31,
		2005			2004
ASSETS		(Unaudited)
Current Assets
Cash	$	13,367		$	44,909
Total Current Assets		13,367			44,909
Investment - Oil Properties		99,500			74,500
Total Assets	$	112,868		$	119,409
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts Payable	$	195		$	195
Notes Payable - Related Party		38,985			19,287
Notes Payable		24,970			24,970
Total Current Liabilities		64,150			44,452
Total Liabilities		64,150			44,452
Stockholders' Equity
Common Stock, Authorized 100,000,000 Shares of $.001 Par Value,
96,460,736 and 96,460,736 shares issued and outstanding respectively		96,460			96,460
Additional Paid in Capital		1,262,501			1,262,501
Subscription Receivable		(2,500	)		(2,500	)
Accumulated Deficit		(1,307,743	)		(1,281,504	)
Total Stockholders' Equity		48,718			74,957
Total Liabilities and Stockholders' Equity	$	112,868		$	119,409

The accompanying notes are an integral part of these financial statements.

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Austin Chalk Oil & Gas, LTD

(a Development Stage Company)

Statements of Operations

(Unaudited)

		For the six			For the six			For the three			For the three			From Inception
		months ended			months ended			months ended			months ended			on December 16, 1998
		June 30,			June 30,			June 30,			June 30,			thru June 30,
		2005			2004			2005			2004			2005
Revenues	$	-		$	-		$	-		$	-		$	-
Operating Expenses
General & Administrative		26,240			118,556			9,420			26,955			994,608
Total Operating Expenses		26,240			118,556			9,420			26,955			994,608
Operating Income (Loss) before discontinued operations		(26,240	)		(118,556	)		(9,420	)		(26,955	)		(994,608	)
(Loss) from discontinued operations		-			-			-			-			(443,238	)
(Loss) from disposal of discontinued operations		-			-			-			-			133,499
Net (loss) from operations		(26,240	)		(118,556	)		(9,420	)		(26,955	)		(1,304,347	)
Other Income (Expense)
Impairment Loss														-
Miscellaneous Income		-			-			-			-			-
Interest Expense		-			(3,396	)		-			-			(3,396	)
Total Other Income (Expense)		-			(3,396	)		-			-			(3,396	)
Net Income (Loss)	$	(26,240	)	$	(121,952	)	$	(9,420	)	$	(26,955	)	$	(1,307,743	)
Net Income (Loss) Per Share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.07	)
Weighted Average Shares Outstanding		96,460,736			30,448,030			96,460,736			56,180,434			17,749,822

The accompanying notes are an integral part of these financial statements.

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Austin Chalk Oil & Gas, LTD.

(a Development Stage Company)

Statements of Cash Flows

(Unaudited)

								From inception
		For the six months ended						on December 16, 1998
		June 30,						to March 31,
		2005			2004			2005
Cash Flows from Operating Activities
Net Income (Loss)	$	(26,240	)	$	(121,952	)	$	(1,307,743	)
Adjustments to Reconcile Net Loss to Net Cash
Provided by Operations:
Bad debt expense		-			-			11,154
Stock Issued for Services		-			-			700,629
Stock Issued for stisfaction of payables					242,669			367,651
Stock options issued for services		-			-			30,000
Change in Assets and Liabilities
Increase in Accounts Payable -related		19,698			(134,613	)		38,985
Increase (Decrease) in Accounts Payable and Accrued Expenses		-			(6,223	)		14,204
Net Cash Provided(Used) by Operating Activities		(6,542	)		(20,119	)		(145,120	)
Cash Flows from Investing Activities
								(63,993	)
Cash paid for Oil Interests		(25,000	)		(74,500	)		(99,500	)
Net Cash Provided (Used) by Investing Activities		(25,000	)		(74,500	)		(163,493	)
Cash Flows from Financing Activities
Cash received from notes payable		-			-			35,000
Payments on notes payable		-			-			(10,030	)
Cash received from subscription receivable		-			-			9,800
Cash received from spin-off		-			-			3,710
Common stock issued for cash		-			169,985			283,500
Net Cash Provided(Used) by Financing Activities		-			169,985			321,980
Increase (Decrease) in Cash		(31,542	)		75,366			13,367
Cash and Cash Equivalents at Beginning of Period		44,909			26			-
Cash and Cash Equivalents at End of Period		13,367			75,392		$	13,367
Cash Paid For:
Interest	$	-		$	-		$	-
Income Taxes	$	-		$	-		$	-

The accompanying notes are an integral part of these financial statements.

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Austin Chalk Oil & Gas, LTD

(Formerly KNW Networks, Inc.)

Notes to the Financial Statements

June 30,2005

GENERAL

Austin Chalk Oil & Gas, LTD (Formerly KNW Networks, Inc.) (the Company) has elected to omit substantially all footnotes to the financial statements for the Six months ended June 30, 2005 since there have been no material changes (other than indicated in other footnotes) to the information previously reported by the Company in their Annual Report filed on Form 10-KSB for the fiscal year ended December 31, 2004.

UNAUDITED INFORMATION

The information furnished herein was taken from the books and records of the Company without audit. However, such information reflects all adjustments which are, in the opinion of management, necessary to properly reflect the results of the interim period presented. The information presented is not necessarily indicative of the results from operations expected for the full fiscal year.

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Item 2. Discussion and Analysis or Plan of Operation.

(a) Plan of Operation for the next twelve months. Our plan of operation is substantially unchanged from our annual report for the year ended December 31, 2004, and our previous quarterly report for the period ending March 31, 2005. Austin Chalk Oil and Gas, Ltd. is actively pursuing that new business plan to engage in the oil and gas development of existing wells and new properties.

On or about July 8, 2004, we joined in a purchase agreement to acquire a working interest in a horizontally drilled well in the Giddings Field, Austin Chalk Trend on acreage of ExxonMobil Production Company in Lee County Texas. This well is being drilled by Holifield Oil Company and is 75% owned by ExxonMobil. Since 1976, Holifield Oil Company has drilled 1500 wells in the Austin Chalk, which wells have produced more than 200 million barrels of oil equivalent.

We are participants in a five-well package in the Austin-Chalk Field.

We are presently negotiating for participation in other fields with Holifield/ExxonMobil.

(b) Discussion and Analysis of Financial Condition and Results of Operations. We have enjoyed no revenues during the periods covered by this report or corresponding periods during the previous fiscal year.

PART II: OTHER INFORMATION

Item 1. Legal Proceedings. None.

Item 2. Changes in Securities. None.

Item 3. Defaults on Senior Securities. None.

Item 4. Submission of Matters to Vote of Security Holders. None.

Item 5. Other Information. None.

Item 6. Exhibits and Reports on Form 8-K. 

31. Section 302 Certification

 32.Certification(s) Pursuant to 18 USC Section 1350;

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, this Form 10-Q Report for the Quarter ended June 30, 2005, has been signed below by the following person on behalf of the Registrant and in the capacity and on the date indicated.

Austin Chalk Oil & Gas, Inc.

Dated: September 9, 2005

 by

  /s/ Darrel Figg Darrel Figg President   /s/ Marlen L. Roepke Marlen L. Roepke Secretary

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Exhibit 31

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Austin Chalk Oil & Gas, Ltd.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Darrel Figg, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Austin Chalk Oil & Gas, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: September 9, 2005

  by

/s/ Darrel Figg

Darrel Figg

President

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Austin Chalk Oil & Gas, Ltd.

CERTIFICATIONS PURSUANT TO

SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION

I, Marlen Roepke, certify that:

1. I have reviewed this quarterly report on Form 10-QSB of Austin Chalk Oil & Gas, Ltd.;

2. Based on my knowledge, this quarterly report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this quarterly report;

3. Based on my knowledge, the financial statements, and other financial information included in this quarterly report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this quarterly report;

4. The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

a) designed such disclosure controls and procedures to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this quarterly report is being prepared;

b) evaluated the effectiveness of the registrant’s disclosure controls and procedures as of a date within 90 days prior to the filing date of this quarterly report (the "Evaluation Date"); and

c) presented in this quarterly report our conclusions about the effectiveness of the disclosure controls and procedures based on our evaluation as of the Evaluation Date;

5. The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation, to the registrant’s auditors and the audit committee of registrant’s board of directors (or persons performing the equivalent function):

a) all significant deficiencies in the design or operation of internal controls which could adversely affect the registrant’s ability to record, process, summarize and report financial data and have identified for the registrant’s auditors any material weaknesses in internal controls; and

b) any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal controls; and

6. The registrant’s other certifying officer and I have indicated in this quarterly report whether or not there were significant changes in internal controls or in other factors that could significantly affect internal controls subsequent to the date of our most recent evaluation, including any corrective actions with regard to significant deficiencies and material weaknesses.

Dated: September 9, 2005

  by

/s/ Marlen L. Roepke

Marlen L. Roepke

Secretary

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Exhibit 32

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Austin Chalk Oil & Gas, Ltd. ("Austin Chalk") on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Darrel Figg, President, and Chief Executive Officer of Austin Chalk, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly represents, the financial condition and result of operations of Austin Chalk.

Dated: September 9, 2005

  by

/s/ Darrel Figg

Darrel Figg

President

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CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350,

AS ADOPTED PURSUANT TO

SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

In connection with the Quarterly Report of Austin Chalk Oil & Gas, Ltd. ("Austin Chalk") on Form 10-QSB for the period ending June 30, 2005 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), I, Marlen Roepke, Secretary/Treasurer, and Chief Financial  Officer of Austin Chalk, certify, pursuant to s.906 of the Sarbanes-Oxley Act of 2002, that:

(1) The Report fully complies with the requirements of section 13(a) or 15(d) of the Securities Exchange Act of 1934; and

(2) The information contained in the Report fairly represents, the financial condition and result of operations of Austin Chalk.

Dated: September 9, 2005

   by

/s/ Marlen L. Roepke

Marlen L. Roepke

Secretary

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