Document_and_Entity_Informatio
Document and Entity Information | 9 Months Ended | |
Sep. 30, 2013 | Nov. 14, 2013 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'CHANCELLOR GROUP INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 30-Sep-13 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000894544 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 73,560,030 |
Entity Filer Category | 'Smaller Reporting Company | ' |
Entity Current Reporting Status | 'Yes | ' |
Entity Voluntary Filers | 'No | ' |
Entity Well-known Seasoned Issuer | 'No | ' |
Document Fiscal Year Focus | '2013 | ' |
Document Fiscal Period Focus | 'Q3 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Current Assets: | ' | ' |
Cash | $910,693 | $1,700,508 |
Restricted Cash. | 25,000 | 25,000 |
Revenue Receivable | 6,486 | 5,500 |
Income Tax Receivable | 12,558 | 7,753 |
Prepaid Expenses | 49,000 | 8,284 |
Total Current Assets | 1,003,737 | 1,747,045 |
Property: | ' | ' |
Leasehold Costs - Developed | 57,580 | 57,580 |
Accumulated Amortization | -28,153 | -23,835 |
Total Property, net | 29,427 | 33,745 |
Other Assets: | ' | ' |
Goodwill | 427,200 | 0 |
Deposits | 250 | 250 |
Total Other Assets | 427,450 | 250 |
Total Assets | 1,460,614 | 1,781,040 |
Current Liabilities: | ' | ' |
Accounts Payable | 74,826 | 34,175 |
Contributions Payable | 180,800 | 0 |
Accrued Expenses | 1,855 | 169 |
Total Current Liabilities | 257,481 | 34,344 |
Series B Preferred Stock: $1,000 Par Value 250,000 shares authorized, none outstanding | 0 | 0 |
Common Stock; $.001 par value, 250,000,000 shares authorized, 73,560,030 and 69,560,030 shares issued and outstanding, respectively | 73,560 | 69,560 |
Paid-in Capital | 3,791,053 | 3,539,053 |
Retained Earnings (Deficit) | -2,493,901 | -1,829,517 |
Total Chancellor, Inc. Stockholders' Equity. | 1,370,712 | 1,779,096 |
Noncontrolling Minority Interest in Pimovi, Inc. | -222,864 | -32,400 |
Noncontrolling Minority Interest in The Fuelist, LLC. | 55,285 | 0 |
Total Stockholders' Equity | 1,203,133 | 1,746,696 |
Total Liabilities and Stockholders' Equity | $1,460,614 | $1,781,040 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Balance sheets Parentheticals | ' | ' |
Series B Preferred Stock Par Value | $1,000 | $1,000 |
Series B Preferred stock shares authorized | 250,000 | 250,000 |
Series B Preferred Stock shares issued | 0 | 0 |
Series B Preferred stock shares outstanding | 0 | 0 |
Common stock par value | $0.00 | $0.00 |
Common stock shares authorized | 250,000,000 | 250,000,000 |
Common Stock shares issued | 73,560,030 | 69,560,030 |
Common Stock shares outstanding | 73,560,030 | 69,560,030 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
Revenues - Net of Royalties Paid: | ' | ' | ' | ' |
Oil | $13,464 | $22,849 | $43,285 | $67,196 |
Other Operating Income | 0 | 0 | 53,337 | 18,750 |
Revenues | 13,464 | 22,849 | 96,622 | 85,946 |
Operating Expenses: | ' | ' | ' | ' |
Lease Operating Expenses | 8,446 | 8,120 | 24,253 | 36,865 |
Severance Taxes | 621 | 1,053 | 1,991 | 2,819 |
Other Operating Expenses | 8,165 | 0 | 15,365 | 28,050 |
Investment Professional and Consulting Expenses | 192,230 | 0 | 526,471 | 0 |
Administrative Expenses | 136,710 | 136,933 | 401,719 | 408,462 |
Depreciation and Amortization | 1,439 | 1,194 | 4,318 | 3,580 |
Total Operating Expenses | 347,611 | 147,300 | 974,117 | 479,776 |
(Loss) From Operations | -334,147 | -124,451 | -877,495 | -393,830 |
Other Income: | ' | ' | ' | ' |
Interest Income | 309 | 947 | 1,224 | 3,346 |
Other Income | 500 | 0 | 500 | 0 |
Total Other Income. | 809 | 947 | 1,724 | 3,346 |
Financing Charges: | ' | ' | ' | ' |
Bank Fees Amortization | 376 | 283 | 1,386 | 3,095 |
Total Financing Charges | 376 | 283 | 1,386 | 3,095 |
Loss Before Provision for Income Taxes | -333,714 | -123,787 | -877,157 | -393,579 |
Provision for Income Taxes (Benefit) | 0 | 0 | 0 | 0 |
Net (Loss) | -333,714 | -123,787 | -877,157 | -393,579 |
Net Loss attributable to noncontrolling interest in Pimovi, Inc. | 60,110 | 0 | 190,464 | 0 |
Net Loss attributable to noncontrolling interest in The Fuelist, LLC. | 22,309 | 0 | 22,309 | 0 |
Net (Loss) attributable to Chancellor Group, Inc. Shareholders | ($251,294) | ($123,787) | ($664,384) | ($393,579) |
Net Loss per Share Less than 0.01 per share (Basic and Fully Diluted) | $0 | $0 | $0 | $0 |
Weighted Average Number of Common Shares Outstanding | 72,494,813 | 69,560,030 | 71,439,151 | 69,022,804 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (USD $) | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2012 | |
Cash Flows from Operating Activities: | ' | ' |
Net (Loss) attributable to Chancellor Group, Inc. Shareholders | ($664,384) | ($393,579) |
Adjustments to Reconcile Net (Loss) to Net Cash: | ' | ' |
Loss from Noncontrolling Interest in Pimovi, Inc.. | -190,464 | 0 |
Loss from Noncontrolling Interest in The Fuelist, LLC., | -22,309 | 0 |
Depreciation and Amortization. | 4,318 | 3,580 |
Stock Compensation, | 100,000 | 42,600 |
Decrease in Operating Assets | -46,507 | 46,370 |
Increase (Decrease) in Operating Liabilities | 13,331 | -142,384 |
Net Cash (Used by) Operating Activities | -806,015 | -443,413 |
Cash Flows from Investing Activites | 0 | 0 |
Cash Flows from Financing Activities: | ' | ' |
Capital Contributions Received | 16,200 | 0 |
Net Cash Provided by Financing Activities | 16,200 | 0 |
Net (Decrease) in Cash and Restricted Cash | -789,815 | -443,413 |
Cash and restricted cash at the Beginning of the Period | 1,725,508 | 2,336,776 |
Cash and restricted cash at the End of the Period | 935,693 | 1,893,363 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Interest Paid | 0 | 0 |
Income Taxes Paid | 0 | 0 |
Non Cash Investing and Financing Activities: | ' | ' |
Contributions Payable related to Acquisition | 271,200 | 0 |
Common Stock issued for Fuelist, LLC Acquisition | 156,000 | 0 |
Goodiwll from Fuelist, LLC Acquisition | $427,200 | $0 |
ORGANIZATION_OPERATIONS_AND_SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 9 Months Ended |
Sep. 30, 2013 | |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | ' |
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | ' |
NOTE 1. ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | |
Organization | |
Chancellor Group, Inc. (“our”, “we”, or “Chancellor”) was incorporated in the state of Utah on May 2, 1986, and then, on December 30, 1993, dissolved as a Utah corporation and reincorporated as a Nevada corporation. Chancellor's primary business purpose is to engage in the acquisition, exploration and development of oil and gas production. On March 26, 1996, Chancellor's corporate name was changed from Nighthawk Capital, Inc. to Chancellor Group, Inc. Chancellor’s corporate office was moved to Amarillo, Texas in early 2012. | |
On November 16, 2012, a certificate of incorporation was filed with the state of Delaware for the formation of Pimovi, Inc. (“Pimovi”), a majority-owned subsidiary of Chancellor, and with which separate company financial statements are consolidated with Chancellor’s consolidated financial statements beginning for the fourth quarter of 2012. Chancellor owns 61% of the equity of Pimovi in the form of Series A Preferred Stock, therefore Chancellor maintains significant financial control. As of September 30, 2013, Pimovi had not commenced principal operations and had no sales or revenues for 2012 or through September 30, 2013, therefore Pimovi is considered a “development-stage enterprise”. The primary business purpose of Pimovi relates largely to technology and mobile application fields, including development of proprietary consumer algorithms, creating user photographic and other activity records, First Person Video Feeds and other such activities related to mobile and computer gaming. In March 2013, Pimovi, Inc. was reincorporated in Nevada. | |
On August 15, 2013, Chancellor Group, Inc. entered into a binding term sheet (the "Term Sheet") with The Fuelist, LLC, a California limited liability company ("Fuelist"), and its founders, Matthew Hamilton, Eric Maas and Thomas Rand-Nash (together, the "Founders"), pursuant to which Chancellor agreed to acquire a 51% ownership interest in Fuelist, therefore Chancellor maintains significant control at September 30, 2013. As consideration for the ownership interest, Chancellor will contribute to Fuelist a total of $271,200 in cash payable in 12 monthly installments of $22,600, beginning in August 2013. As additional consideration for the ownership interest, Chancellor contributed a total of 2,000,000 shares of newly issued common stock to Fuelist on August 19, 2013, valued at $156,000, or $0.078 per share. As of September 30, 2013, Fuelist had not commenced principal operations and had no sales or operating revenues through September 30, 2013, therefore Fuelist is considered a “development-stage enterprise”. The primary purpose of Fuelist is the development of a data-driven mobile and web technology platform that leverages extensive segment expertise and big data analysis tools to value classic vehicles. These tools will enable users to quickly find values, track valuations over time, and to identify investment and arbitrage opportunities in this lucrative market. | |
Operations | |
Chancellor is licensed by the Texas Railroad Commission as an oil and gas producer and operator. Chancellor and its wholly-owned subsidiaries, Gryphon Production Company, LLC and Gryphon Field Services, LLC, own 5 oil wells in Gray County, Texas, of which 1 is a water disposal well. As of September 30, 2013, approximately 4 oil wells are actively producing. | |
We produced a total of 134 and 479 barrels of oil in the three and nine months ended September 30, 2013, respectively, and a total of 72 and 779 barrels of oil in the three and nine months ended September 30, 2012, respectively. The oil is light sweet crude. | |
Both Pimovi and Fuelist were development stage enterprises as of September 30, 2013, with no significant operations other than the ongoing development of their respective technologies described above. | |
Basis of Presentation and Principles of Consolidation | |
The consolidated financial statements of Chancellor and its subsidiaries have been prepared pursuant to the rules and regulations of the SEC for Quarterly Reports on Form 10-Q and in accordance with US GAAP. Accordingly, these consolidated financial statements do not include all of the information and footnotes required by US GAAP for annual consolidated financial statements. These consolidated financial statements should be read in conjunction with the consolidated financial statements and notes in the Chancellor Group, Inc. Annual Report on Form 10-K for the year ended December 31, 2012. | |
These accompanying consolidated financial statements include the accounts of Chancellor and its wholly-owned subsidiaries: Gryphon Production Company, LLC, and Gryphon Field Services, LLC. These entities are collectively hereinafter referred to as "the Company". Beginning in the fourth quarter 2012, the accompanying consolidated financial statements include the accounts of Chancellor’s majority-owned subsidiary, Pimovi, Inc., with which Chancellor owns 61% of the equity of Pimovi and maintains significant financial control. Beginning in the third quarter 2013, the accompanying consolidated financial statements also include Chancellor’s majority-owned subsidiary, The Fuelist, LLC, which Chancellor owns 51% of the equity of Fuelist and maintains significant financial control. All material inter-company accounts and transactions have been eliminated in the consolidated financial statements. | |
The consolidated financial statements are unaudited, but, in management's opinion, include all adjustments (which, unless otherwise noted, include only normal recurring adjustments) necessary for a fair presentation of such financial statements. Financial results for this interim period are not necessarily indicative of results that may be expected for any other interim period or for the year ending December 31, 2013. | |
Significant Accounting Policies | |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Chancellor Group, Inc. and its wholly-owned subsidiaries: Gryphon Production Company, LLC, and Gryphon Field Services, LLC. As of December 31, 2012 and for the nine months ended September 30, 2013, these consolidated financial statements also include Chancellor’s majority-owned subsidiary, Pimovi, Inc., of which Chancellor owns 61% of the equity. As of September 30, 2013 and for the three months ended September 30, 2013, these consolidated financial statements also include Chancellor’s majority-owned subsidiary, The Fuelist, LLC, of which Chancellor owns 51% of the equity. These entities are collectively hereinafter referred to as "the Company". Any inter-company accounts and transactions have been eliminated. | |
Accounting Year | |
The Company employs a calendar accounting year. The Company recognizes income and expenses based on the accrual method of accounting under generally accepted accounting principles. | |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
Products and Services, Geographic Areas and Major Customers | |
The Company plans to continue to operate its domestic oil and gas properties, located in Gray County in Texas, and possibly to acquire additional producing oil and gas properties. The Company’s major customers, to which the majority of its oil production is sold, are Plains Marketing and ExxonMobil. | |
As of September 30, 2013, both Pimovi and Fuelist were in the development stage of operations pursuing the development of their respective technologies, with no significant products, services or major customers. | |
Net Loss per Share | |
The net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. | |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of six months or less as cash equivalents. The Company had no cash equivalents as of September 30, 2013 and December 31, 2012. | |
Concentration of Credit Risk | |
Some of the Company's operating cash balances are maintained in accounts that currently exceed federally insured limits. The Company believes that the financial strength of depositing institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations. | |
Restricted Cash | |
Included in restricted cash at September 30, 2013 and December 31, 2012 are deposits totaling $25,000, in the form of bond issued to the Railroad Commission of Texas as required for the Company’s oil and gas activities. | |
Accounts Receivable | |
The Company reviews accounts receivable periodically for collectibles, establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. An allowance for doubtful accounts was not considered necessary or recorded at September 30, 2013 and December 31, 2012. | |
Prepaid Expenses | |
Certain expenses, primarily investment professional and consulting fees, have been prepaid and will be used within one year. | |
Goodwill | |
Goodwill represents the cost in excess of the fair value of net assets of the acquisition. Goodwill is not amortized but is subject to periodic testing for impairment. The Company tests goodwill for impairment using a two-step process. The first step tests for potential impairment, while the second step measures the amount of the impairment, if any. The Company performs the annual impairment test during the last quarter of each year. | |
Property | |
Property and equipment are recorded at cost and depreciated under the straight-line method over the estimated useful life of the equipment. The estimated useful life of leasehold costs, equipment and tools ranges from five to seven years. The useful life of the office building and warehouse is estimated to be twenty years. | |
Oil and Gas Properties | |
The Company follows the successful efforts method of accounting for its oil and gas activities. Under this accounting method, costs associated with the acquisition, drilling and equipping of successful exploratory and development wells are capitalized. Geological and geophysical costs, delay rentals and drilling costs of unsuccessful exploratory wells are charged to expense as incurred. The carrying value of mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. Undeveloped properties are periodically assessed for possible impairment due to un-recoverability of costs invested. Cash received for partial conveyances of property interests is treated as a recovery of cost and no gain or loss is recognized. | |
Depletion | |
The carrying value of the mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. | |
Long-Lived Assets | |
The Company assesses potential impairment of its long-lived assets, which include its property and equipment and its identifiable intangibles such as deferred charges, under the guidance Topic 360 “Property, Plant and Equipment” in the Accounting Standards Codification (the “ASC”). The Company must continually determine if a permanent impairment of its long-lived assets has occurred and write down the assets to their fair values and charge current operations for the measured impairment. | |
Asset Retirement Obligations | |
The Company has not recorded an asset retirement obligation (ARO) in accordance with ASC 410. Under ASC 410, a liability should be recorded for the fair value of an asset retirement obligation when there is a legal obligation associated with the retirement of a tangible long-lived asset, and the liability can be reasonably estimated. The associated asset retirement costs should also be capitalized and recorded as part of the carrying amount of the related oil and gas properties. Management believes that not recording an ARO liability and asset under ASC 410 is immaterial to the consolidated financial statements. | |
Income Taxes | |
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
Revenue Recognition | |
The Company recognizes revenue when a product is sold to a customer, either for cash or as evidenced by an obligation on the part of the customer to pay. | |
Fair Value Measurements and Disclosures | |
The Company estimates fair values of assets and liabilities which require either recognition or disclosure in the financial statements in accordance with FASB ASC Topic 820 “Fair Value Measurements”. There is no material impact on the September 30, 2013 consolidated financial statements related to fair value measurements and disclosures. Fair value measurements include the following levels: | |
Level 1: Quoted market prices in active markets for identical assets or liabilities. Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. | |
Level 3: Unobservable inputs that are not corroborated by market data. Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. | |
Fair Value of Financial Instruments | |
The carrying value of the Company's financial instruments, including cash and cash equivalents, accounts receivable and accounts payable and accrued expenses as reported in the accompanying consolidated balance sheet, approximates fair values, due to their short-term nature. | |
Employee Stock-Based Compensation | |
Compensation expense is recognized for performance-based stock awards if management deems it probable that the performance conditions are or will be met. Determining the amount of stock-based compensation expense requires us to develop estimates that are used in calculating the fair value of stock-based compensation, and also requires us to make estimates of assumptions including expected stock price volatility which is derived based upon our historical stock prices. | |
Business Combinations | |
The Company accounts for business combinations in accordance with FASB ASC Topic 805 “Business Combinations”. This standard modifies certain aspects of how the acquiring entity recognizes and measures the identifiable assets, the liabilities assumed and the goodwill acquired in a business combination. The Company entered into a business combination with The Fuelist, LLC on August 15, 2013 (See Note 9 for further disclosure). | |
Variable Interest Entities | |
The Company complies with the accounting guidance related to consolidation of variable interest entities (“VIEs”) that requires a reporting entity to determine if a primary beneficiary that would consolidate the VIE from a quantitative risk and rewards approach, to a qualitative approach based on which variable interest holder has the power to direct the economic performance related activities of the VIE as well as the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIE. This guidance requires the primary beneficiary assessment to be performed on an ongoing basis and also requires enhanced disclosures that will provide more transparency about a company’s involvement in a VIE. The Company did not have any VIEs that required consolidation in these financial statements during the nine months ended September 30, 2013. | |
Recent Accounting Pronouncements | |
In July 2013, FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU is effective for interim and annual periods beginning after December 15, 2013. This update standardizes the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Management does not anticipate that the accounting pronouncement will have any material future effect on our consolidated financial statements. | |
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. | |
INCOME_TAXES
INCOME TAXES | 9 Months Ended |
Sep. 30, 2013 | |
INCOME TAXES | ' |
INCOME TAXES | ' |
NOTE 2. INCOME TAXES | |
Deferred income taxes are recorded for temporary differences between financial statement and income tax basis. Temporary differences are differences between the amounts of assets and liabilities reported for financial statement purposes and their tax basis. Deferred tax assets are recognized for temporary differences that will be deductible in future years’ tax returns and for operating loss and tax credit carryforwards. Deferred tax assets are reduced by a valuation allowance if it is deemed more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax liabilities are recognized for temporary differences that will be taxable in future years’ tax returns. | |
At September 30, 2013, the Company had a federal net operating loss carry-forward of approximately $2,417,020. A deferred tax asset of approximately $483,404 has been partially offset by a valuation allowance of approximately $479,864 due to federal net operating loss carry-back and carry-forward limitations. | |
At September 30, 2013, the Company also had approximately $3,539 in deferred income tax liability attributable to timing differences between federal income tax depreciation, depletion and book depreciation, which has been offset against the deferred tax asset related to the net operating loss carry-forward. | |
Management evaluated the Company’s tax positions under FASB ASC No. 740 “Uncertain Tax Positions,” and concluded that the Company had taken no uncertain tax positions that require adjustment to the consolidated financial statements to comply with the provisions of this guidance. With few exceptions, the Company is no longer subject to income tax examinations by the U.S. federal, state or local tax authorities for years before 2009. |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
STOCKHOLDERS' EQUITY | ' | ||||||||
NOTE 3. STOCKHOLDERS' EQUITY | |||||||||
Preferred Stock | |||||||||
The Company has authorized 250,000 shares, par value $1,000 per share, of convertible Preferred Series B stock ("Series B"). Each Series B share is convertible into 166.667 shares of the Company's common stock upon election by the stockholder, with dates and terms set by the Board. No shares of Series B preferred stock have been issued. | |||||||||
Common Stock | |||||||||
The Company has 250,000,000 authorized shares of common stock, par value $.001, with 73,560,030 shares issued and outstanding as of September 30, 2013. | |||||||||
During the nine months ended September 30, 2013, Chancellor issued 4,000,000 shares of its common stock, including: (1) 1,000,000 shares issued on February 25, 2013 to a new investor relations consultant related to a 12 month agreement, (2) 1,000,000 shares issued on March 25, 2013 to the co-founder of Pimovi, Inc. related to Chancellor's acquisition of 61% of the equity of Pimovi, and (3) 2,000,000 shares issued on August 19, 2013 to The Fuelist, LLC. as partial consideration of Chancellor’s acquisition of 51% of the ownership interest of Fuelist (see Note 9 for further information). | |||||||||
Stock Based Compensation | |||||||||
For the three and nine months ending September 30, 2013, the Company recognized $15,000 and $80,000, respectively, in consulting fees expense, which is recorded in general and administrative expenses, and as of September 30, 2013 has recorded $20,000 in prepaid expense, which is recorded in current assets, all related to this stock issued. | |||||||||
Warrants | |||||||||
The Company currently has outstanding warrants expiring December 31, 2014 to purchase an aggregate of 6,000,000 shares of common stock; these warrants consist of warrants to purchase 2,000,000 shares at an exercise price of $0.025 per share, and warrants to purchase 4,000,000 shares at an exercise price of $0.02 per share. In July 2009, the Company issued additional warrants expiring June 30, 2014 to purchase an aggregate of 500,000 shares of common stock at an exercise price of $0.125 per share. In June 2010, the Company issued additional warrants expiring June 30, 2015 to purchase an aggregate of 420,000 shares of common stock at an exercise price of $0.125 per share. | |||||||||
On September 30, the Company had the following outstanding warrants: | |||||||||
Exercise Price | Number of Shares | Remaining Contractual Life (in years) | Exercise Price times Number of Shares | Weighted Average Exercise Price | |||||
$0.03 | 2,000,000 | 1.25 | $ 50,000 | ||||||
$0.02 | 4,000,000 | 1.25 | $ 80,000 | ||||||
$0.13 | 500,000 | 0.75 | $ 62,500 | ||||||
$0.13 | 420,000 | 1.75 | $ 52,500 | ||||||
6,920,000 | $ 245,000 | $ 0.035 | |||||||
Warrants | Number of Shares | Weighted Average Exercise Price | Remaining Contractual Life (in years) | ||||||
Outstanding at January 1, 2013 | 6,920,000 | $ 0.035 | |||||||
Issued | - | - | |||||||
Exercised | - | - | |||||||
Expired/Cancelled | - | - | |||||||
Outstanding at September 30, 2013 | 6,920,000 | $ 0.035 | 1.5 | ||||||
Exercisable at September 30, 2013 | 6,920,000 | $ 0.035 | 1.5 | ||||||
PROPERTY
PROPERTY | 9 Months Ended |
Sep. 30, 2013 | |
PROPERTY | ' |
PROPERTY | ' |
NOTE 4. PROPERTY | |
A summary of fixed assets at: | |
Balance Balance | |
December 31, September 30, | |
2012 Additions Deletions 2013 | |
Leasehold Costs - Developed $ 57,580 $ - $ - $ 57,580 | |
Total Property $ 57,580 $ - $ - $ 57,580 | |
Less: Accumulated Amortization $ 23,835 $ 4,318 $ - $ 28,153 | |
Total Property, net $ 33,745 $ 4,318 $ - $ 29,427 | |
CONTINGENT_LIABILITY
CONTINGENT LIABILITY | 9 Months Ended |
Sep. 30, 2013 | |
CONTINGENT LIABILITY | ' |
CONTINGENT LIABILITY | ' |
NOTE 5. CONTINGENT LIABILITY | |
On March 31, 2011, Dennis Caldwell filed a lawsuit against Chancellor's subsidiary, Gryphon Production Company, LLC, in the 223rd District Court of Gray County, Texas, for an alleged breach of the April 1, 2007, purchase and sale agreement between Gryphon and Caldwell Production Co., Inc. Caldwell contended that Gryphon did not pay for the oil in the storage tanks in the April 2007 transaction. The plaintiff alleged breach of contract, conversion and fraud and sought damages of $451,999 as contract damages, pre-judgment and post-judgment interest, exemplary damages, attorney fees, and court costs. On March 8, 2013, the Judge of the 223rd District Court entered Final Judgment that Caldwell takes nothing by his suit. Caldwell filed a motion for new trial. The motion for new trial has since been overruled by operation of law. | |
Thereafter, Caldwell filed a “conspiracy” suit against Gryphon and other oil companies, in the 223rd District Court of Gray County, Texas, alleging that certain mistaken payments by Exxon to Caldwell were made to harm Caldwell. On July 29, 2013, the Judge of the 223rd District Court granted Gryphon’s motion to dismiss the case under Texas’ baseless cause of action rule, and ordered Caldwell to pay Gryphon’s attorney fees and costs in the amount of $4,880.00. Caldwell filed a motion for new trial, and paid the $4,880.00 to Gryphon. | |
CONTRACTUAL_OBLIGATIONS
CONTRACTUAL OBLIGATIONS | 9 Months Ended |
Sep. 30, 2013 | |
CONTRACTUAL OBLIGATIONS | ' |
CONTRACTUAL OBLIGATIONS | ' |
NOTE 6. CONTRACTUAL OBLIGATIONS | |
On February 25, 2013, the Company entered into a twelve month agreement with a new investor relations consultant, which pays the consultant a fee of $9,000 monthly for the period from February 2013 through July 2013. In addition, the Company granted 1,000,000 shares of common stock to the consultant upon execution of the agreement. The Company recognized $27,500 and $76,000 in consulting fees related to this agreement for the three and nine months ending September 30, 2013 and also still has $38,000 in related prepaid expenses in current assets as of September 30, 2013. |
ACCUMULATED_COMPENSATED_ABSENC
ACCUMULATED COMPENSATED ABSENCES | 9 Months Ended |
Sep. 30, 2013 | |
ACCUMULATED COMPENSATED ABSENCES | ' |
ACCUMULATED COMPENSATED ABSENCES | ' |
NOTE 7. ACCUMULATED COMPENSATED ABSENCES | |
It is the Company’s policy to permit employees to accumulate a limited amount of earned but unused vacation, which will be paid to employees upon separation from the Company’s service. The cost of vacation and sick leave is recognized when payments are made to employees. These amounts are immaterial and not accrued. |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 9 Months Ended |
Sep. 30, 2013 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 8. RELATED PARTY TRANSACTIONS | |
The Company has used the management and consulting services of a consulting company owned by the Chairman of the Board. For the three and nine months ending September 30, 2013, the Company has paid $27,000 and $81,000, respectively for those services. During the three and nine months ending September 30, 2012, the Company paid $27,000 and $77,000, respectively for those services. |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 9 Months Ended |
Sep. 30, 2013 | |
Business Combinations: | ' |
Business Combination Disclosure | ' |
NOTE 9. BUSINESS COMBINATION | |
On August 15, 2013, Chancellor entered into a binding term sheet with The Fuelist, LLC, a California limited liability company (“Fuelist”), and its founders, pursuant to which Chancellor acquired a 51% ownership interest in Fuelist. | |
As consideration for the 51% ownership interest in Fuelist, Chancellor agreed to contribute to Fuelist a total of $271,200 in cash payable in 12 monthly installments of $22,600. As additional consideration for the ownership interest, Chancellor contributed a total of 2,000,000 shares of newly issued common stock to Fuelist on August 19, 2013, valued at $156,000, or $0.078 per share. | |
Also in the term sheet, the 2,000,000 shares of Chancellor common stock are deemed the property of the Founders irrespective of any future sales of the Company or outcomes, and in the event of any sale of the Company to a third party, the Founder’s shares paid as part-consideration to the Company for the purchase of Chancellor’s 51% shall remain the property of the Founders and those Founder’s shares shall be transferred to the Founders before, or as part of, the closing of any such sale in the future to a third party. | |
Chancellor determined that the acquisition of its majority-owned interest in Fuelist constitutes a business combination as defined by FASB ASC Topic 805, Business Combinations. Accordingly, the net assets acquired were recorded upon acquisition at their estimated fair values. Fair values were determined based on the requirements of FASB ASC Topic 820, Fair Value Measurements. In many cases the determination of these fair values required management to make estimates about discount rates, future expected cash flows, market conditions and other future events that are highly subjective in nature and subject to change. These fair value estimates were considered preliminary, and are subject to change for up to one year after the closing date of the acquisition if any additional information relative to closing dated fair values becomes available. | |
The initial fair value of assets acquired and liabilities assumed in the purchase has yielded little to no value as such all the proceeds are currently allocated to goodwill as shown below: | |
Purchase Price: | |
Issuance of 2,000,000 shares of common stock $ 156,000 | |
Contributions payable 271,200 | |
Total $ 427,200 | |
Subsequent to the purchase, Chancellor paid $90,400 towards the contributions payable resulting in $180,800 outstanding as of September 30, 2013. | |
The Company is finalizing this transaction but did not identify any intangible items which qualify for separate disclosure or accounting apart from goodwill. | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 9 Months Ended |
Sep. 30, 2013 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 10. SUBSEQUENT EVENTS | |
Events occurring after September 30, 2013 were evaluated through the date the Form 10Q was issued, in compliance FASB ASC Topic 855 “Subsequent Events”, to ensure that any subsequent events that met the criteria for recognition and/or disclosure in this report have been included. | |
SIGNIFICANT_ACCOUNTING_POLICIE
SIGNIFICANT ACCOUNTING POLICIES (Policies) | 9 Months Ended |
Sep. 30, 2013 | |
SIGNIFICANT ACCOUNTING POLICIES | ' |
PRINCIPLES OF CONSOLIDATION | ' |
Principles of Consolidation | |
The accompanying consolidated financial statements include the accounts of Chancellor Group, Inc. and its wholly-owned subsidiaries: Gryphon Production Company, LLC, and Gryphon Field Services, LLC. As of December 31, 2012 and for the nine months ended September 30, 2013, these consolidated financial statements also include Chancellor’s majority-owned subsidiary, Pimovi, Inc., of which Chancellor owns 61% of the equity. As of September 30, 2013 and for the three months ended September 30, 2013, these consolidated financial statements also include Chancellor’s majority-owned subsidiary, The Fuelist, LLC, of which Chancellor owns 51% of the equity. These entities are collectively hereinafter referred to as "the Company". Any inter-company accounts and transactions have been eliminated. | |
ACCOUNTING YEAR | ' |
Accounting Year | |
The Company employs a calendar accounting year. The Company recognizes income and expenses based on the accrual method of accounting under generally accepted accounting principles. | |
USE OF ESTIMATES | ' |
Use of Estimates | |
The preparation of consolidated financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. | |
PRODUCTS AND SERVICES, GEOGRAPHIC AREAS AND MAJOR CUSTOMERS | ' |
Products and Services, Geographic Areas and Major Customers | |
The Company plans to continue to operate its domestic oil and gas properties, located in Gray County in Texas, and possibly to acquire additional producing oil and gas properties. The Company’s major customers, to which the majority of its oil production is sold, are Plains Marketing and ExxonMobil. | |
As of September 30, 2013, both Pimovi and Fuelist were in the development stage of operations pursuing the development of their respective technologies, with no significant products, services or major customers. | |
NET LOSS PER SHARE POLICY | ' |
Net Loss per Share | |
The net loss per share is computed by dividing the net loss by the weighted average number of shares of common outstanding. Warrants, stock options, and common stock issuable upon the conversion of the Company's preferred stock (if any), are not included in the computation if the effect would be anti-dilutive and would increase the earnings or decrease loss per share. | |
CASH AND CASH EQUIVALENTS Policy | ' |
Cash and Cash Equivalents | |
The Company considers all highly liquid investments with an original maturity of six months or less as cash equivalents. The Company had no cash equivalents as of September 30, 2013 and December 31, 2012. | |
CONCENTRATION OF CREDIT RISK | ' |
Concentration of Credit Risk | |
Some of the Company's operating cash balances are maintained in accounts that currently exceed federally insured limits. The Company believes that the financial strength of depositing institutions mitigates the underlying risk of loss. To date, these concentrations of credit risk have not had a significant impact on the Company’s financial position or results of operations. | |
RESTRICTED CASH. | ' |
Restricted Cash | |
Included in restricted cash at September 30, 2013 and December 31, 2012 are deposits totaling $25,000, in the form of bond issued to the Railroad Commission of Texas as required for the Company’s oil and gas activities. | |
ACCOUNTS RECEIVABLE Policy | ' |
Accounts Receivable | |
The Company reviews accounts receivable periodically for collectibles, establishes an allowance for doubtful accounts and records bad debt expense when deemed necessary. An allowance for doubtful accounts was not considered necessary or recorded at September 30, 2013 and December 31, 2012. | |
PREPAID EXPENSES | ' |
Prepaid Expenses | |
Certain expenses, primarily investment professional and consulting fees, have been prepaid and will be used within one year. | |
GOOD WILL | ' |
Goodwill | |
Goodwill represents the cost in excess of the fair value of net assets of the acquisition. Goodwill is not amortized but is subject to periodic testing for impairment. The Company tests goodwill for impairment using a two-step process. The first step tests for potential impairment, while the second step measures the amount of the impairment, if any. The Company performs the annual impairment test during the last quarter of each year. | |
PROPERTY Policy | ' |
Property | |
Property and equipment are recorded at cost and depreciated under the straight-line method over the estimated useful life of the equipment. The estimated useful life of leasehold costs, equipment and tools ranges from five to seven years. The useful life of the office building and warehouse is estimated to be twenty years. | |
OIL AND GAS PROPERTIES Policy | ' |
Oil and Gas Properties | |
The Company follows the successful efforts method of accounting for its oil and gas activities. Under this accounting method, costs associated with the acquisition, drilling and equipping of successful exploratory and development wells are capitalized. Geological and geophysical costs, delay rentals and drilling costs of unsuccessful exploratory wells are charged to expense as incurred. The carrying value of mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. Undeveloped properties are periodically assessed for possible impairment due to un-recoverability of costs invested. Cash received for partial conveyances of property interests is treated as a recovery of cost and no gain or loss is recognized. | |
DEPLETION | ' |
Depletion | |
The carrying value of the mineral leases is depleted over the minimum estimated productive life of the leases, or ten years. | |
LONG-LIVED ASSETS | ' |
Long-Lived Assets | |
The Company assesses potential impairment of its long-lived assets, which include its property and equipment and its identifiable intangibles such as deferred charges, under the guidance Topic 360 “Property, Plant and Equipment” in the Accounting Standards Codification (the “ASC”). The Company must continually determine if a permanent impairment of its long-lived assets has occurred and write down the assets to their fair values and charge current operations for the measured impairment. | |
ASSET RETIREMENT OBLIGATIONS | ' |
Asset Retirement Obligations | |
The Company has not recorded an asset retirement obligation (ARO) in accordance with ASC 410. Under ASC 410, a liability should be recorded for the fair value of an asset retirement obligation when there is a legal obligation associated with the retirement of a tangible long-lived asset, and the liability can be reasonably estimated. The associated asset retirement costs should also be capitalized and recorded as part of the carrying amount of the related oil and gas properties. Management believes that not recording an ARO liability and asset under ASC 410 is immaterial to the consolidated financial statements. | |
INCOME TAXES Policy | ' |
Income Taxes | |
Deferred taxes are provided on a liability method whereby deferred tax assets are recognized for deductible temporary differences and operating loss carry-forwards and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. | |
REVENUE RECOGNITION | ' |
Revenue Recognition | |
The Company recognizes revenue when a product is sold to a customer, either for cash or as evidenced by an obligation on the part of the customer to pay. | |
FAIR VALUE MEASUREMENTS AND DISCLOSURES | ' |
Fair Value Measurements and Disclosures | |
The Company estimates fair values of assets and liabilities which require either recognition or disclosure in the financial statements in accordance with FASB ASC Topic 820 “Fair Value Measurements”. There is no material impact on the September 30, 2013 consolidated financial statements related to fair value measurements and disclosures. Fair value measurements include the following levels: | |
Level 1: Quoted market prices in active markets for identical assets or liabilities. Valuations for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Level 1 also includes U.S. Treasury and federal agency securities and federal agency mortgage-backed securities, which are traded by dealers or brokers in active markets. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities. | |
Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data. Valuations for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services for identical or similar assets or liabilities. | |
Level 3: Unobservable inputs that are not corroborated by market data. Valuations for assets and liabilities that are derived from other valuation methodologies, including option pricing models, discounted cash flow models and similar techniques, and not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate certain assumptions and projections in determining the fair value assigned to such assets or liabilities. | |
FAIR VALUE OF FINANCIAL INSTRUMENTS | ' |
Fair Value of Financial Instruments | |
The carrying value of the Company's financial instruments, including cash and cash equivalents, accounts receivable and accounts payable and accrued expenses as reported in the accompanying consolidated balance sheet, approximates fair values, due to their short-term nature. | |
EMPLOYEE STOCK-BASED COMPENSATION | ' |
Employee Stock-Based Compensation | |
Compensation expense is recognized for performance-based stock awards if management deems it probable that the performance conditions are or will be met. Determining the amount of stock-based compensation expense requires us to develop estimates that are used in calculating the fair value of stock-based compensation, and also requires us to make estimates of assumptions including expected stock price volatility which is derived based upon our historical stock prices. | |
BUSINESS COMBINATIONS | ' |
Business Combinations | |
The Company accounts for business combinations in accordance with FASB ASC Topic 805 “Business Combinations”. This standard modifies certain aspects of how the acquiring entity recognizes and measures the identifiable assets, the liabilities assumed and the goodwill acquired in a business combination. The Company entered into a business combination with The Fuelist, LLC on August 15, 2013 (See Note 9 for further disclosure). | |
VARIABLE INTEREST ENTITIES | ' |
Variable Interest Entities | |
The Company complies with the accounting guidance related to consolidation of variable interest entities (“VIEs”) that requires a reporting entity to determine if a primary beneficiary that would consolidate the VIE from a quantitative risk and rewards approach, to a qualitative approach based on which variable interest holder has the power to direct the economic performance related activities of the VIE as well as the obligation to absorb losses or right to receive benefits that could potentially be significant to the VIE. This guidance requires the primary beneficiary assessment to be performed on an ongoing basis and also requires enhanced disclosures that will provide more transparency about a company’s involvement in a VIE. The Company did not have any VIEs that required consolidation in these financial statements during the nine months ended September 30, 2013. | |
RECENT ACCOUNTING PRONOUNCEMENTS | ' |
Recent Accounting Pronouncements | |
In July 2013, FASB issued ASU No. 2013-11, Income Taxes (Topic 740): Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss, or a Tax Credit Carryforward Exists. This ASU is effective for interim and annual periods beginning after December 15, 2013. This update standardizes the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss, or a tax credit carryforward exists. Management does not anticipate that the accounting pronouncement will have any material future effect on our consolidated financial statements. | |
There were various other updates recently issued, most of which represented technical corrections to the accounting literature or application to specific industries, and are not expected to have a material impact on the Company’s financial position, results of operations or cash flows. |
STOCKHOLDERS_EQUITY_OUTSTANDIN
STOCKHOLDERS EQUITY OUTSTANDING WARRANTS (Tables) | 9 Months Ended | ||||||||
Sep. 30, 2013 | |||||||||
STOCKHOLDERS EQUITY OUTSTANDING WARRANTS | ' | ||||||||
Following outstanding warrants | ' | ||||||||
On September 30, the Company had the following outstanding warrants: | |||||||||
Exercise Price | Number of Shares | Remaining Contractual Life (in years) | Exercise Price times Number of Shares | Weighted Average Exercise Price | |||||
$0.03 | 2,000,000 | 1.25 | $ 50,000 | ||||||
$0.02 | 4,000,000 | 1.25 | $ 80,000 | ||||||
$0.13 | 500,000 | 0.75 | $ 62,500 | ||||||
$0.13 | 420,000 | 1.75 | $ 52,500 | ||||||
6,920,000 | $ 245,000 | $ 0.035 | |||||||
Warrants | Number of Shares | Weighted Average Exercise Price | Remaining Contractual Life (in years) | ||||||
Outstanding at January 1, 2013 | 6,920,000 | $ 0.035 | |||||||
Issued | - | - | |||||||
Exercised | - | - | |||||||
Expired/Cancelled | - | - | |||||||
Outstanding at September 30, 2013 | 6,920,000 | $ 0.035 | 1.5 | ||||||
Exercisable at September 30, 2013 | 6,920,000 | $ 0.035 | 1.5 | ||||||
Summary_of_fixed_assets_Tables
Summary of fixed assets (Tables) | 9 Months Ended |
Sep. 30, 2013 | |
Summary of fixed assets | ' |
Summary of fixed assets | ' |
A summary of fixed assets at: | |
Balance Balance | |
December 31, September 30, | |
2012 Additions Deletions 2013 | |
Leasehold Costs - Developed $ 57,580 $ - $ - $ 57,580 | |
Total Property $ 57,580 $ - $ - $ 57,580 | |
Less: Accumulated Amortization $ 23,835 $ 4,318 $ - $ 28,153 | |
Total Property, net $ 33,745 $ 4,318 $ - $ 29,427 | |
Schedule of Business Acquisitions, by Acquisition | ' |
Purchase Price: | |
Issuance of 2,000,000 shares of common stock $ 156,000 | |
Contributions payable 271,200 | |
Total $ 427,200 |
Restricted_Cash_Consists_Of_De
Restricted Cash Consists Of (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
Restricted Cash Consists Of: | ' | ' |
Restricted cash totaled | $25,000 | $25,000 |
Deferred_Tax_Assets_And_Liabil
Deferred Tax Assets And Liabilities (Details) (USD $) | Sep. 30, 2013 |
Deferred Tax Assets And Liabilities | ' |
Net operating loss carry-forward. | $2,417,020 |
Deferred tax asset. | 483,404 |
Valuation allowance | 479,864 |
Deferred income tax liability. | $3,539 |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (USD $) | Sep. 30, 2013 |
Preferred And Common Stock | ' |
Convertible preferred stock series B, authorized, | 250,000 |
Converible preferred stock series B, par value, | $1,000 |
Each Series B share convertible into common stock, | 166.667 |
Authorized shares of common stock | 250,000,000 |
Per share value of common stock | $0.00 |
Issued and outstanding shares of common stock | 73,560,030 |
STOCK_BASED_COMPENSATION_Detai
STOCK BASED COMPENSATION (Details) (USD $) | 3 Months Ended | 9 Months Ended |
Sep. 30, 2013 | Sep. 30, 2013 | |
STOCK BASED COMPENSATION | ' | ' |
Recognized consulting fees expenses | $15,000 | $80,000 |
Recognized prepaid expenses | $20,000 | $20,000 |
WARRANTS_Details
WARRANTS (Details) (USD $) | Dec. 31, 2014 |
EQUITY WARRANTS | ' |
Aggregate purchase of common stock shares | 6,000,000 |
Warrants to purchase common stock shares | 2,000,000 |
Exercise price per share | $0.03 |
Warrants to purchase common stock shares., | 4,000,000 |
warrant Exercise price per share. | $0.02 |
WARRANTS_EXERCISED_Details
WARRANTS EXERCISED (Details) (USD $) | Jun. 30, 2014 |
WARRANTS EXERCISED | ' |
Aggregate purchase of common stock shares.' | 500,000 |
Exercise price per share,' | $0.13 |
Warrants to purchase common stock shares,' | 420,000 |
Exercise price per share,.' | $0.13 |
The_Following_outstanding_warr
The Following outstanding warrants (Details) | Sep. 30, 2013 | Dec. 31, 2012 |
Number of Shares | ' | ' |
Outstanding Balance '. | ' | 0 |
Outstanding Balance '. | ' | 0 |
Exercise Price $0.025 | 2,000,000 | ' |
Exercise Price $0.020 | 4,000,000 | ' |
Exercise Price $0.125 | 420,000 | ' |
Exercise Price $0.125 | 420,000 | ' |
Outstanding warrants Exercisable,' | 6,920,000 | ' |
Remaining Contractual Life (in years) | ' | ' |
Outstanding Balance '. | ' | 0 |
Outstanding Balance '. | ' | 0 |
Exercise Price $0.025 | 1.75 | ' |
Exercise Price $0.020 | 1.75 | ' |
Exercise Price $0.125 | 1.75 | ' |
Exercise Price $0.125 | 1.75 | ' |
Outstanding warrants Exercisable,' | 0 | ' |
Exercise Price times Number of Shares | ' | ' |
Outstanding Balance '. | ' | 0 |
Outstanding Balance '. | ' | 0 |
Exercise Price $0.025 | 50,000 | ' |
Exercise Price $0.020 | 80,000 | ' |
Exercise Price $0.125 | 52,500 | ' |
Exercise Price $0.125 | 52,500 | ' |
Outstanding warrants Exercisable,' | 245,000 | ' |
Weighted Average Exercise Price | ' | ' |
Outstanding Balance '. | ' | 0 |
Outstanding Balance '. | ' | 0 |
Exercise Price $0.025 | 0 | ' |
Exercise Price $0.020 | 0 | ' |
Exercise Price $0.125 | 0 | ' |
Exercise Price $0.125 | 0 | ' |
Outstanding warrants Exercisable,' | 0.035 | ' |
Outstanding_warrants_As_Follow
Outstanding warrants As Follows (Details) | Number of Shares. | Weighted Average Exercise Price. | Remaining Contractual Life (in years).'' |
Outstanding warrants at Dec. 31, 2012 | 6,920,000 | 0.035 | ' |
Issued | ' | ' | 0 |
Exercised | ' | ' | 0 |
Expired/Cancelled | ' | ' | 0 |
Exercisable at Sep. 30, 2013 | 6,920,000 | 0.035 | 2 |
Outstanding warrants, at Sep. 30, 2013 | 6,920,000 | 0.035 | 2 |
Summary_of_fixed_assets_at_Det
Summary of fixed assets at (Details) (USD $) | Sep. 30, 2013 | Dec. 31, 2012 |
PROPERTY Balance December 31, 2012 | ' | ' |
Leasehold Costs - Developed. | ' | $57,580 |
Leasehold Costs - Developed. | ' | 57,580 |
Total Property. | ' | 0 |
Less: Accumulated Amortization. | 0 | ' |
Total Property, net, | 57,580 | ' |
Additions | ' | ' |
Leasehold Costs - Developed. | ' | 57,580 |
Leasehold Costs - Developed. | ' | 57,580 |
Total Property. | ' | 0 |
Less: Accumulated Amortization. | 0 | ' |
Total Property, net, | 57,580 | ' |
Deletions | ' | ' |
Leasehold Costs - Developed. | ' | 23,835 |
Leasehold Costs - Developed. | ' | 23,835 |
Total Property. | ' | 4,318 |
Less: Accumulated Amortization. | 0 | ' |
Total Property, net, | 28,153 | ' |
PROPERTY Balance September 30, 2013 | ' | ' |
Leasehold Costs - Developed. | ' | 33,745 |
Leasehold Costs - Developed. | ' | 33,745 |
Total Property. | ' | 4,318 |
Less: Accumulated Amortization. | 0 | ' |
Total Property, net, | $29,427 | ' |
CONTINGENT_LIABILITY_As_Follow
CONTINGENT LIABILITY As Follows (Details) (USD $) | Sep. 30, 2013 |
CONTINGENT LIABILITY As Follows: | ' |
Plaintiff alleges breach of contract, conversion and fraud and seeks damages | $451,999 |
Caldwell to pay Gryphon's attorney fees and costs in the amount of | $4,880 |
CONTRACTUAL_OBLIGATIONS_Detail
CONTRACTUAL OBLIGATIONS (Details) (USD $) | 3 Months Ended | 9 Months Ended | |
Sep. 30, 2013 | Sep. 30, 2013 | Jul. 31, 2013 | |
CONTRACTUAL OBLIGATIONS | ' | ' | ' |
Agreement with a new investor relations consultant, which pays the consultant a fee monthly | ' | ' | $9,000 |
Common stockgranted to the consultant | ' | ' | 1,000,000 |
Company recognized consulting fees related to the agreement | 27,500 | 76,000 | ' |
Prepaid expenses recorded in current assets. | $38,000 | $38,000 | ' |
RELATED_PARTY_TRANSACTIONS_Con
RELATED PARTY TRANSACTIONS Consists Of The Folowing (Details) (USD $) | 3 Months Ended | 9 Months Ended | ||
Sep. 30, 2013 | Sep. 30, 2012 | Sep. 30, 2013 | Sep. 30, 2012 | |
RELATED PARTY TRANSACTIONS Consists Of The Folowing: | ' | ' | ' | ' |
Management and consulting services | $27,000 | $27,000 | $81,000 | $77,000 |
BUSINESS_COMBINATION_DETAILS
BUSINESS COMBINATION (DETAILS) (USD $) | Sep. 30, 2013 |
BUSINESS COMBINATION | ' |
Consideration for the 51% ownership interest in Fuelist, Chancellor agreed to contribute to Fuelist a total of | $271,200 |
Cash Payable in 12 monthly installments | 22,600 |
Contribution in terms of shares by Chancellor as additional consideration for ownership interest | 2,000,000 |
Value of the shares of newly issued common stock to Fuelist | $156,000 |
Price per share of issued common stock | $0.08 |
Shares of Chancellor common stock are deemed the property of the Founders irrespective of any future sales of the Company or outcomes | 2,000,000 |
The_initial_fair_value_of_asse
The initial fair value of assets acquired and liabilities assumed and allocated to goodwill (Details) (USD $) | Sep. 30, 2013 |
The initial fair value of assets acquired and liabilities assumed and allocated to goodwill | ' |
Issuance of 2,000,000 shares of common stock | 156,000 |
Contributions payable to acquire assets and liabilities | $271,200 |
Total Purchase Price: | 427,200 |
Amount paid by Chancellor towards contributions | 90,400 |
Outstanding contributions | $180,800 |