Document_and_Entity_Informatio
Document and Entity Information | 3 Months Ended | |
Mar. 31, 2014 | 12-May-14 | |
Document and Entity Information | ' | ' |
Entity Registrant Name | 'CHANCELLOR GROUP INC. | ' |
Document Type | '10-Q | ' |
Document Period End Date | 31-Mar-14 | ' |
Amendment Flag | 'false | ' |
Entity Central Index Key | '0000894544 | ' |
Current Fiscal Year End Date | '--12-31 | ' |
Entity Common Stock, Shares Outstanding | ' | 74,500,030 |
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 | '2014 | ' |
Document Fiscal Period Focus | 'Q1 | ' |
Consolidated_Balance_Sheets
Consolidated Balance Sheets (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Current Assets: | ' | ' |
Cash | $362,701 | $589,901 |
Restricted Cash | 25,000 | 25,000 |
Accounts Receivable | 23,848 | 12,326 |
Income Tax Receivable | 9,257 | 12,558 |
Prepaid Expenses | 2,046 | 18,069 |
Total Current Assets | 422,852 | 657,854 |
Property: | ' | ' |
Leasehold Costs - Developed | 62,940 | 57,580 |
Furniture, Fixtures, & Office Equipment | 5,655 | 4,454 |
Accumulated Depreciation | -31,603 | -29,752 |
Total Property and Equipment, net | 36,992 | 32,282 |
Other Assets: | ' | ' |
Goodwill | 427,200 | 427,200 |
Deposits | 250 | 250 |
Total Other Assets | 427,450 | 427,450 |
Total Assets | 887,294 | 1,117,586 |
Current Liabilities: | ' | ' |
Accounts Payable | 118,424 | 99,866 |
Contributions Payable | 0 | 90,400 |
Accrued Expenses | 4,549 | 2,473 |
Total Current Liabilities | 122,973 | 192,739 |
Stockholders' Equity | ' | ' |
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, 74,250,030 and 73,760,030 shares issued and outstanding, respectively | 74,250 | 73,760 |
Paid-in Capital | 3,840,313 | 3,813,853 |
Retained Earnings (Deficit) | -2,990,308 | -2,773,659 |
Total Chancellor, Inc. Stockholders' Equity | 924,255 | 1,113,955 |
Non-controlling Minority Interest in Pimovi, Inc. | -290,662 | -274,157 |
Non-controlling Minority Interest in The Fuelist, LLC | 130,727 | 85,049 |
Total Stockholders' Equity | 764,321 | 924,846 |
Total Liabilities and Stockholders' Equity | $887,294 | $1,117,586 |
Consolidated_Balance_Sheets_Pa
Consolidated Balance Sheets Parentheticals (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Parentheticals | ' | ' |
Series B Preferred Stock Par Value | $1,000 | $1,000 |
Series B Preferred stock shares authorized | 250,000 | 250,000 |
Common Stock par value | $0.00 | $0.00 |
Common Stock Shares authorized | 250,000,000 | 250,000,000 |
Common Stock shares issued | 74,250,030 | 73,760,030 |
Common Stock shares outstanding | 74,250,030 | 73,760,030 |
Consolidated_Statements_of_Ope
Consolidated Statements of Operations (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Revenues: | ' | ' |
Oil, net of royalties paid | $22,684 | $11,526 |
Technology Segment Revenues | 0 | 0 |
Other Operating Income | 0 | 53,337 |
Gross Revenue | 22,684 | 64,863 |
Operating Expenses: | ' | ' |
Lease Operating Expenses | 4,856 | 2,468 |
Severance Taxes | 1,045 | 529 |
Other Operating Expenses | 14,939 | 3,600 |
Technology Segment Professional and Consulting Expenses | 152,540 | 151,187 |
Administrative Expenses | 143,110 | 189,719 |
Depreciation and Amortization | 1,852 | 1,441 |
Total Operating Expenses | 318,342 | 348,944 |
(Loss) From Operations | -295,658 | -284,081 |
Other Income (Expense): | ' | ' |
Interest Income | 80 | 515 |
Other Income | 5,560 | 0 |
Total Other Income (Expense) | 5,640 | 515 |
Financing Charges: | ' | ' |
Bank Fees | 438 | 639 |
Total Financing Charges | 438 | 639 |
(Loss) Before Provision for Income Taxes | -290,456 | -284,205 |
Provision for Income Taxes (Benefit) | 0 | 0 |
Net (Loss) of Chancellor, Inc. | -290,456 | -284,205 |
Net Loss attributable to non-controlling interest in Pimovi, Inc. | 16,504 | 58,963 |
Net Loss attributable to non-controlling interest in The Fuelist, LLC | 57,302 | 0 |
Net (Loss) attributable to Chancellor Group, Inc. Shareholders | ($216,649) | ($225,242) |
Net (Loss) per Share (Basic and Fully Diluted) | ($0.01) | ($0.01) |
Weighted Average Number of Common Shares Outstanding | 73,950,586 | 69,560,030 |
Consolidated_Statements_of_Cas
Consolidated Statements of Cash Flows (Unaudited) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
Cash Flows from Operating Activities: | ' | ' |
Net Loss | ($216,649) | ($225,242) |
Adjustments to Reconcile Net (Loss) to Net Cash Provided by (Used in) Operating Activities: | ' | ' |
Loss from Non-controlling Interest in Pimovi, Inc. | -16,504 | -58,963 |
Loss from Non-controlling Interest in The Fuelist, LLC | -57,302 | 0 |
Depreciation and Amortization | 1,852 | 1,441 |
Stock Compensation Expense | 26,950 | 100,000 |
(Increase) Decrease in Operating Assets | 7,802 | -54,168 |
Increase in Operating Liabilities | 20,633 | 96,560 |
Net Cash (Used in) Operating Activities | -233,219 | -140,372 |
Cash Flows From Investing Activities: | ' | ' |
Proceeds from Sale of Securities | 4,480 | 0 |
Capital Expenditures | -6,561 | 0 |
Net Cash (Used in) Investing Activities | -2,081 | 0 |
Cash Flows From Financing Activities: | ' | ' |
Capital Contributions Received from Other Member | 8,100 | 0 |
Net Cash Provided by Financing Activities | 8,100 | 0 |
Net (Decrease) in Cash | -227,200 | -140,372 |
Cash and restricted cash at the Beginning of the Period | 589,901 | 1,725,508 |
Cash and restricted cash at the End of the Period | 362,701 | 1,585,136 |
Supplemental Disclosures of Cash Flow Information: | ' | ' |
Interest Paid | 0 | 0 |
Income Taxes Paid | $0 | $0 |
ORGANIZATION_OPERATIONS_AND_SU
ORGANIZATION, OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES: | 3 Months Ended |
Mar. 31, 2014 | |
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. (the "Company", "our", "we", "Chancellor" or the | |
"Company") 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. The Company's primary business purpose is to engage in the | |
acquisition, exploration and development of oil and gas production. On March 26, | |
1996, the Company's corporate name was changed from Nighthawk Capital, Inc. to | |
Chancellor Group, Inc. During early 2012, the Company's corporate office was | |
moved from Pampa to Amarillo, Texas. | |
On November 16, 2012, a certificate of incorporation was filed with the state of | |
Delaware for the formation of Pimovi, Inc. ("Pimovi"), a new 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 March 31, 2014, Pimovi had not commenced principal | |
operations and had no sales or revenues, 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. | |
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. As consideration for the ownership interest, | |
Chancellor contributed to Fuelist a total of $271,200 in cash. 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 March 31, 2014, Fuelist had not | |
commenced principal operations and had no sales or operating revenues through | |
March 31, 2014, 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. | |
GOING CONCERN | |
These consolidated financial statements have been prepared on the basis of a | |
going concern, which contemplates the realization of assets and satisfaction of | |
liabilities in the normal course of business. The Company has had continued net | |
operating losses with net losses attributable to Chancellor Group, Inc. | |
shareholders of $216,649 and $225,242 for the three months ended March 31, 2014 | |
and 2013, respectively, and retained earnings deficits of $2,990,308 and | |
$2,773,659 as of March 31, 2014 and December 31, 2013, respectively. The | |
Company's continued operations are dependent on the successful implementation of | |
its business plan and its ability to obtain additional financing as needed. The | |
accompanying consolidated financial statements do not include any adjustments | |
that might be necessary if the Company is unable to continue as a going concern. | |
OPERATIONS | |
The Company is licensed by the Texas Railroad Commission as an oil and gas | |
producer and operator. The Company and its wholly-owned subsidiaries, Gryphon | |
Production Company, LLC and Gryphon Field Services, LLC, own 5 wells in Gray | |
County, Texas, of which 1 is a water disposal well. As of March 31, 2014, | |
approximately 4 oil wells are actively producing. | |
We produced a total of 248 barrels of oil in the three months ended March 31, | |
2014. The oil is light sweet crude. | |
Both Pimovi and Fuelist were development stage enterprises as of March 31, 2014, | |
with no significant operations other than the ongoing development of their | |
respective technologies as described above. | |
SIGNIFICANT ACCOUNTING POLICIES | |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | |
The consolidated financial statements of Chancellor Group, Inc. 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, 2013. | |
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". 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 The Fuelist, LLC, which | |
Chancellor acquired 51% of the equity of Fuelist and maintains significant | |
financial control. All material intercompany 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, 2014. | |
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 | |
For our oil segment, the Company has no plans at this stage to further develop | |
its producing domestic oil properties, located in Gray County, Texas. The | |
Company's major customers, to which substantially all oil production is sold are | |
Plains Marketing, ExxonMobil, and XTO Energy. Given the number of readily | |
available purchasers for our products, it is unlikely that the loss of a single | |
customer in the areas in which we sell our products would materially affect our | |
sales. For our technology segment, the Company plans to continue developing its | |
web-based and mobile technology platforms for its two majority-owned | |
subsidiaries, Pimovi, Inc. and Fuelist, LLC. | |
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 | |
three months or less as cash equivalents. | |
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 March 31, 2014 and December 31, 2013 are deposits | |
totaling $25,000, in the form of a bond issued to the Railroad Commission of | |
Texas as required for the Company's oil and gas activities which is renewed | |
annually. | |
ACCOUNTS RECEIVABLE | |
The Company reviews accounts receivable periodically for collectability, | |
establishes an allowance for doubtful accounts and records bad debt expense when | |
deemed necessary. Based on review of accounts receivable by management at period | |
end, including credit quality and subsequent collections from customers, an | |
allowance for doubtful accounts was not considered necessary or recorded at | |
March 31, 2014 or December 31, 2013. | |
PREPAID EXPENSES | |
Certain expenses, primarily 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. As of March 31, 2014, we determined | |
there was no impairment of our goodwill. | |
PROPERTY AND DEPRECIATION | |
Property and equipment are recorded at cost and depreciated under the | |
straight-line method over the estimated useful life of the assets. The estimated | |
useful life of leasehold costs, equipment and tools ranges from five to seven | |
years. Equipment is depreciated over the estimated useful lives of the assets, | |
which ranged from 5 to 7 years, using the straight-line method. | |
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. | |
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. As of March 31, 2014 we do not believe | |
any of our long-lived assets are impaired. | |
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. We have recorded a | |
valuation allowance as of March 31, 2014. | |
REVENUE RECOGNITION | |
For our oil segment, revenue is recognized for the oil production 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. For our technology segment, revenue will be | |
recognized when earned, including both future subscriptions and other future | |
revenue streams, as required under relevant revenue recognition policies under | |
generally accepted accounting policies. | |
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 | |
March 31, 2014 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 long term debt, | |
as reported in the accompanying consolidated balance sheet, approximates fair | |
values. | |
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 7 for further disclosure). | |
SUBSEQUENT EVENTS | |
Events occurring after March 31, 2014 were evaluated through the date this | |
quarterly report 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. | |
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. This accounting pronouncement did not have any material | |
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 | 3 Months Ended |
Mar. 31, 2014 | |
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 March 31, 2014, the Company had a federal net operating loss carry-forward of | |
approximately $2,830,083 compared to $2,639,577 at December 31, 2013. A deferred | |
tax asset of approximately $566,017 at March 31, 2014 and $527,915 at December | |
31, 2013 has been partially offset by a valuation allowance of approximately | |
$562,581 and $524,414 at March 31, 2014 and December 31, 2013, respectively, due | |
to federal net operating loss carry-back and carry-forward limitations. | |
The Company also had approximately $3,436 and $3,501 in deferred income tax | |
liability at March 31, 2014 and December 31, 2013, respectively, 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 2010. | |
STOCKHOLDERS_EQUITY
STOCKHOLDERS' EQUITY | 3 Months Ended |
Mar. 31, 2014 | |
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 74,250,030 and 73,760,030 shares issued and outstanding as of March 31, | |
2014 and December 31, 2013, respectively. | |
STOCK BASED COMPENSATION | |
For the three months ending March 31, 2014, the Company issued 490,000 shares of | |
common stock at a price of $0.055 per share and recognized $26,950 in consulting | |
fees expense, which is recorded in general and administrative expenses. | |
NON-EMPLOYEE STOCK OPTIONS AND WARRANTS | |
The Company accounts for non-employee stock options under FASB ASC Topic 505 | |
"EQUITY-BASED PAYMENTS TO NON-EMPLOYEES", whereby options costs are recorded | |
based on the fair value of the consideration received or the fair value of the | |
equity instruments issued, whichever is more reliably measurable. During the | |
quarter ended March 31, 2014, no options were issued, exercised or cancelled. | |
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 $.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. From June 2010 thru April 2011, 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 March 31, 2014, the Company had the following outstanding warrants: | |
Exercise Weighted | |
Remaining Price times Average | |
Exercise Number of Contractual Life Number of Exercise | |
Price Shares (in years) Shares Price | |
----- ------ ---------- ------ ----- | |
$0.025 2,000,000 .75 $ 50,000 | |
$0.020 4,000,000 .75 $ 80,000 | |
$0.125 500,000 .25 $ 62,500 | |
$0.125 420,000 1.25 $ 52,500 | |
--------- -------- | |
6,920,000 $245,000 $0.035 | |
=== ===/pre> | |
Weighted | |
Average Remaining | |
Number of Exercise Contractual Life | |
Warrants Shares Price (in years) | |
-------- ------ ----- ---------- | |
Outstanding at December 31, 2013 6,920,000 $0.035 | |
--------- ------ | |
Issued -- -- | |
Exercised -- -- | |
Expired/Cancelled -- -- | |
--------- ------ | |
Outstanding at March 31, 2014 6,920,000 $0.035 1.0 | |
--------- ------ ---- | |
Exercisable at March 31, 2014 6,920,000 $0.035 1.0 | |
=== == ==pre> | |
PROPERTY_AND_EQUIPMENT
PROPERTY AND EQUIPMENT | 3 Months Ended |
Mar. 31, 2014 | |
PROPERTY AND EQUIPMENT | ' |
PROPERTY AND EQUIPMENT | ' |
NOTE 4. PROPERTY AND EQUIPMENT | |
A summary of fixed assets at: | |
Balance Balance | |
December 31, March 31, | |
2013 Additions Deletions 2014 | |
-------- --------- --------- -------- | |
Equipment $ 4,454 $1,201 $ -- $ 5,655 | |
Leasehold Costs - Developed 57,580 5,360 -- 62,940 | |
------- ------ ------- ------- | |
Total Cost $62,034 $6,561 $ -- $68,595 | |
===bsp; == ===bsp; ===pre> | |
Less: Accumulated Depreciation $29,752 $1,851 $ -- $31,603 | |
------- ------ ------- ------- | |
Total Property and Equipment, net $32,282 $4,710 $ -- $36,992 | |
===bsp; == ===bsp; ===pre> | |
CONTRACTUAL_OBLIGATIONS
CONTRACTUAL OBLIGATIONS | 3 Months Ended |
Mar. 31, 2014 | |
CONTRACTUAL OBLIGATIONS | ' |
CONTRACTUAL OBLIGATIONS | ' |
NOTE 5. 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 $9,500 in consulting fees | |
related to this agreement for the quarter ended March 31, 2014. | |
On May 1, 2013, Fuelist entered into a lease agreement with a related party | |
limited liability company for its main office, located in Berkeley, California. | |
The lease term is for one year beginning on May 1, 2013 and ending May 1, 2014. | |
The Company is obligated to pay a minimum amount of rent of $6,000 per year in | |
equal monthly installments of $500 payable on the 1st of each month. The Company | |
subsequently entered into a sublease agreement with another related party entity | |
in which it was not legally relieved of its primary obligation for the lease | |
agreement. The Company recognized $5,460 in sub-lease rent revenue in other | |
income and $8,100 in rent expense in other operating expenses, related to these | |
agreements during the quarter ended March 31, 2014. | |
RELATED_PARTY_TRANSACTIONS
RELATED PARTY TRANSACTIONS | 3 Months Ended |
Mar. 31, 2014 | |
RELATED PARTY TRANSACTIONS | ' |
RELATED PARTY TRANSACTIONS | ' |
NOTE 6. RELATED PARTY TRANSACTIONS | |
The Company has used the services of a consulting company owned by the Chairman | |
of the Board. The Company has paid $27,000 and $29,400 for those services during | |
the quarter ended March 31, 2014 and 2013, respectively. The Company has paid | |
directors fees to a company owned by the chairman of the board in the amount of | |
$7,500 and $7,500 and during the quarter ended March 31, 2014 and 2013, | |
respectively and to one other director in the amount of $7,500 and $7,500 during | |
the quarter ended March 31, 2014 and 2013 respectively. | |
BUSINESS_COMBINATIONS
BUSINESS COMBINATIONS | 3 Months Ended |
Mar. 31, 2014 | |
Business Combinations: | ' |
Business Combination | ' |
NOTE 7. 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 (the "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 | |
===/pre> | |
As of December 31, 2013 Chancellor paid $180,800 toward its contributions | |
payable to Fuelist. For the quarter ended March 31, 2014, Chancellor paid | |
$90,400 towards its contributions payable to Fuelist resulting in no further | |
funding commitments as of March 31, 2014. | |
NONCONTROLLING_INTERESTS
NON-CONTROLLING INTERESTS | 3 Months Ended |
Mar. 31, 2014 | |
NON-CONTROLLING INTERESTS | ' |
NON-CONTROLLING INTERESTS | ' |
NOTE 8. NON-CONTROLLING INTERESTS | |
All non-controlling interest of Chancellor related to Fuelist is a result of | |
Chancellor's initial investment, the investment of other members in Fuelist, and | |
results of operations. Cumulative results of these activities result in: | |
March 31, 2014 December 31, 2013 | |
-------------- ----------------- | |
Cash contributions paid by Chancellor to Fuelist $ 271,200 $ 180,800 | |
Cash contributions paid by others to Fuelist 32,400 24,300 | |
Net loss prior to acquisition by Chancellor | |
attributable to non-controlling interest (29,006) (29,006) | |
Net loss subsequent to acquisition by Chancellor | |
attributable to non-controlling interest (148,347) (91,045) | |
Proceeds from Fuelist sales of | |
Chancellor stock 4,480 -- | |
--------- --------- | |
Total non-controlling interest in Fuelist $ 130,727 $ 85,049 | |
=== === | |
The following is a summary of changes in non-controlling interest in Fuelist | |
during the quarter ended March 31, 2014: | |
Non-controlling interest in Fuelist at December 31, 2013 $ 85,049 | |
Cash contributions paid by Chancellor to Fuelist 90,400 | |
Cash contributions paid by others to Fuelist 8,100 | |
Net losses attributable to non-controlling interest in Fuelist (57,302) | |
Proceeds from Fuelist sales of Chancellor stock 4,480 | |
--------- | |
Non-controlling interest in Fuelist at March 31, 2014 $ 130,727 | |
=== | |
All non-controlling interest of Chancellor related to Pimovi is a result of | |
results of operations. Cumulative results of these activities result in: | |
March 31, 2014 December 31, 2013 | |
-------------- ----------------- | |
Cumulative net loss attributable to | |
non-controlling interest in Pimovi $ (290,662) $ (274,157) | |
---------- ---------- | |
Total non-controlling interest in Pimovi $ (290,662) $ (274,157) | |
====bsp; ====pre> | |
The following is a summary of changes in non-controlling interest in Pimovi | |
during the quarter ended March 31, 2014: | |
Non-controlling interest in Pimovi at December 31, 2013 $ (274,157) | |
Net loss attributable to non-controlling interest in Pimovi (16,504) | |
----------- | |
Non-controlling interest in Pimovi at March 31, 2014 $ (290,662) | |
====/pre> | |
SUBSEQUENT_EVENTS
SUBSEQUENT EVENTS | 3 Months Ended |
Mar. 31, 2014 | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | ' |
NOTE 9. SUBSEQUENT EVENTS | |
Events occurring after March 31, 2014 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. | |
On April 28, 2014, Chancellor received an interest-free loan of approximately | |
$5,000 from a related party company owned by the chairman of the board with no | |
specific repayment terms. | |
On April 29, 2014, Chancellor issued 250,000 shares of common stock for | |
consulting services valued at $7,500. | |
ACCOUNTING_POLICIES_Policies
ACCOUNTING POLICIES (Policies) | 3 Months Ended |
Mar. 31, 2014 | |
ACCOUNTING POLICIES (Policies) | ' |
Basis of Presentation and Principles of Consolidation | ' |
BASIS OF PRESENTATION AND PRINCIPLES OF CONSOLIDATION | |
The consolidated financial statements of Chancellor Group, Inc. 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, 2013. | |
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". 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 The Fuelist, LLC, which | |
Chancellor acquired 51% of the equity of Fuelist and maintains significant | |
financial control. All material intercompany 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, 2014. | |
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 | |
For our oil segment, the Company has no plans at this stage to further develop | |
its producing domestic oil properties, located in Gray County, Texas. The | |
Company's major customers, to which substantially all oil production is sold are | |
Plains Marketing, ExxonMobil, and XTO Energy. Given the number of readily | |
available purchasers for our products, it is unlikely that the loss of a single | |
customer in the areas in which we sell our products would materially affect our | |
sales. For our technology segment, the Company plans to continue developing its | |
web-based and mobile technology platforms for its two majority-owned | |
subsidiaries, Pimovi, Inc. and Fuelist, LLC. | |
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 | |
three months or less as cash equivalents. | |
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 Policy | ' |
RESTRICTED CASH | |
Included in restricted cash at March 31, 2014 and December 31, 2013 are deposits | |
totaling $25,000, in the form of a bond issued to the Railroad Commission of | |
Texas as required for the Company's oil and gas activities which is renewed | |
annually. | |
Accounts Receivable Policy | ' |
ACCOUNTS RECEIVABLE | |
The Company reviews accounts receivable periodically for collectability, | |
establishes an allowance for doubtful accounts and records bad debt expense when | |
deemed necessary. Based on review of accounts receivable by management at period | |
end, including credit quality and subsequent collections from customers, an | |
allowance for doubtful accounts was not considered necessary or recorded at | |
March 31, 2014 or December 31, 2013. | |
Prepaid Expenses Policy | ' |
PREPAID EXPENSES | |
Certain expenses, primarily consulting fees, have been prepaid and will be used | |
within one year. | |
Goodwill Policy | ' |
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. As of March 31, 2014, we determined | |
there was no impairment of our goodwill. | |
Property Policy | ' |
PROPERTY AND DEPRECIATION | |
Property and equipment are recorded at cost and depreciated under the | |
straight-line method over the estimated useful life of the assets. The estimated | |
useful life of leasehold costs, equipment and tools ranges from five to seven | |
years. Equipment is depreciated over the estimated useful lives of the assets, | |
which ranged from 5 to 7 years, using the straight-line method. | |
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. | |
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. As of March 31, 2014 we do not believe | |
any of our long-lived assets are impaired. | |
Asset Retirement Obligations Policy | ' |
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 Tax 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. We have recorded a | |
valuation allowance as of March 31, 2014. | |
Revenue Recognition | ' |
REVENUE RECOGNITION | |
For our oil segment, revenue is recognized for the oil production 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. For our technology segment, revenue will be | |
recognized when earned, including both future subscriptions and other future | |
revenue streams, as required under relevant revenue recognition policies under | |
generally accepted accounting policies. | |
Fair Value Measurements and Disclosures Policy | ' |
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 | |
March 31, 2014 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 Policy | ' |
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 long term debt, | |
as reported in the accompanying consolidated balance sheet, approximates fair | |
values. | |
Employee Stock-Based Compensation Policy | ' |
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 Policy | ' |
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 7 for further disclosure). | |
SUBSEQUENT EVENTS | ' |
SUBSEQUENT EVENTS | |
Events occurring after March 31, 2014 were evaluated through the date this | |
quarterly report 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. | |
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. This accounting pronouncement did not have any material | |
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) | 3 Months Ended |
Mar. 31, 2014 | |
STOCKHOLDERS EQUITY OUTSTANDING WARRANTS | ' |
Following outstanding warrants | ' |
On March 31, 2014, the Company had the following outstanding warrants: | |
Exercise Weighted | |
Remaining Price times Average | |
Exercise Number of Contractual Life Number of Exercise | |
Price Shares (in years) Shares Price | |
----- ------ ---------- ------ ----- | |
$0.025 2,000,000 .75 $ 50,000 | |
$0.020 4,000,000 .75 $ 80,000 | |
$0.125 500,000 .25 $ 62,500 | |
$0.125 420,000 1.25 $ 52,500 | |
--------- -------- | |
6,920,000 $245,000 $0.035 | |
=== ===/pre> | |
Weighted | |
Average Remaining | |
Number of Exercise Contractual Life | |
Warrants Shares Price (in years) | |
-------- ------ ----- ---------- | |
Outstanding at December 31, 2013 6,920,000 $0.035 | |
--------- ------ | |
Issued -- -- | |
Exercised -- -- | |
Expired/Cancelled -- -- | |
--------- ------ | |
Outstanding at March 31, 2014 6,920,000 $0.035 1.0 | |
--------- ------ ---- | |
Exercisable at March 31, 2014 6,920,000 $0.035 1.0 | |
=== == ==pre> | |
Summary_of_fixed_assets_Tables
Summary of fixed assets (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of fixed assets | ' |
Summary of fixed assets | ' |
A summary of fixed assets at: | |
Balance Balance | |
December 31, March 31, | |
2013 Additions Deletions 2014 | |
-------- --------- --------- -------- | |
Equipment $ 4,454 $1,201 $ -- $ 5,655 | |
Leasehold Costs - Developed 57,580 5,360 -- 62,940 | |
------- ------ ------- ------- | |
Total Cost $62,034 $6,561 $ -- $68,595 | |
===bsp; == ===bsp; ===pre> | |
Less: Accumulated Depreciation $29,752 $1,851 $ -- $31,603 | |
------- ------ ------- ------- | |
Total Property and Equipment, net $32,282 $4,710 $ -- $36,992 | |
===bsp; == ===bsp; ===pre> | |
Non_Controlling_Interest_In_Fu
Non Controlling Interest In Fuelist (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Non Controlling Interest In Fuelist Table Text Block: | ' |
Non Controlling Interest In Fuelist | ' |
March 31, 2014 December 31, 2013 | |
-------------- ----------------- | |
Cash contributions paid by Chancellor to Fuelist $ 271,200 $ 180,800 | |
Cash contributions paid by others to Fuelist 32,400 24,300 | |
Net loss prior to acquisition by Chancellor | |
attributable to non-controlling interest (29,006) (29,006) | |
Net loss subsequent to acquisition by Chancellor | |
attributable to non-controlling interest (148,347) (91,045) | |
Proceeds from Fuelist sales of | |
Chancellor stock 4,480 -- | |
--------- --------- | |
Total non-controlling interest in Fuelist $ 130,727 $ 85,049 | |
=== === | |
The_following_is_a_summary_of_
The following is a summary of changes in non-controlling interest in Fuelist as follows (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
The following is a summary of changes in non-controlling interest in Fuelist as follows | ' |
The following is a summary of changes in non-controlling interest in Fuelist as follows | ' |
Non-controlling interest in Fuelist at December 31, 2013 $ 85,049 | |
Cash contributions paid by Chancellor to Fuelist 90,400 | |
Cash contributions paid by others to Fuelist 8,100 | |
Net losses attributable to non-controlling interest in Fuelist (57,302) | |
Proceeds from Fuelist sales of Chancellor stock 4,480 | |
--------- | |
Non-controlling interest in Fuelist at March 31, 2014 $ 130,727 | |
=== | |
Non_Controlling_Interest_Of_Ch
Non Controlling Interest Of Chancellor Related To Pimovi (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Non Controlling Interest Of Chancellor Related To Pimovi | ' |
Non Controlling Interest Of Chancellor Related To Pimovi | ' |
March 31, 2014 December 31, 2013 | |
-------------- ----------------- | |
Cumulative net loss attributable to | |
non-controlling interest in Pimovi $ (290,662) $ (274,157) | |
---------- ---------- | |
Total non-controlling interest in Pimovi $ (290,662) $ (274,157) | |
====bsp; ====pre> | |
Summary_of_changes_in_noncontr
Summary of changes in non-controlling interest in Pimovi (Tables) | 3 Months Ended |
Mar. 31, 2014 | |
Summary of changes in non-controlling interest in Pimovi | ' |
Summary of changes in non-controlling interest in Pimovi | ' |
The following is a summary of changes in non-controlling interest in Pimovi | |
during the quarter ended March 31, 2014: | |
Non-controlling interest in Pimovi at December 31, 2013 $ (274,157) | |
Net loss attributable to non-controlling interest in Pimovi (16,504) | |
----------- | |
Non-controlling interest in Pimovi at March 31, 2014 $ (290,662) | |
====span> |
Restricted_Cash_Consists_Of_De
Restricted Cash Consists Of (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Restricted Cash Consists Of: | ' | ' |
Restricted cash totaled | $25,000 | $25,000 |
Significant_portions_of_deferr
Significant portions of deferred tax assets and liabilities are presented below (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
Significant portions of deferred tax assets and liabilities are presented below | ' | ' |
Net operating loss carry-forward | $2,830,083 | $2,639,577 |
Total deferred tax assets | 566,017 | 527,915 |
Valuation allowance against deferred tax assets | 562,581 | 524,414 |
Deferred tax assets net of valuation allowance | 3,436 | 3,501 |
Total deferred tax liabilities | $3,436 | $3,501 |
EQUITY_TRANSACTIONS_Details
EQUITY TRANSACTIONS (Details) (USD $) | 3 Months Ended |
Mar. 31, 2014 | |
EQUITY TRANSACTIONS: | ' |
Issuance of shares | 250,000 |
Issuance of shares par value per share | $1,000 |
Series B convertible preferred shares into shares of common stock | $166.67 |
Authorized shares of common stock | 250,000,000 |
Authorized shares of common stock par value | $0.00 |
Common stock shares issued and outstanding | 74,250,030 |
Consulting fees expense related to stock | $26,950 |
Outstanding warrants expiring December 31, 2014 to purchase an aggregate shares of common stock | 6,000,000 |
Warrants to purchase shares | 2,000,000 |
Warrants to purchase shares at an exercise price per share | $0.03 |
Warrants to purchase shares. | 4,000,000 |
Warrants to purchase shares at an exercise price per share. | $0.02 |
Issued additional warrants expiring June 30, 2014 | 500,000 |
Issued additional warrants expiring June 30, 2015 to purchase | 420,000 |
Shares of common stock at an exercise price | $0.13 |
The_Following_outstanding_warr
The Following outstanding warrants (Details) | Mar. 31, 2014 |
Number of Shares | ' |
Exercise Price $0.025 | 2,000,000 |
Exercise Price $0.020 | 4,000,000 |
Exercise Price $0.125 | 500,000 |
Exercise Price $0.125 | 420,000 |
Total oustanding warrants number of shares | 6,920,000 |
Remaining Contractual Life (in years) | ' |
Exercise Price $0.025 | 0.75 |
Exercise Price $0.020 | 0.75 |
Exercise Price $0.125 | 0.25 |
Exercise Price $0.125 | 1.25 |
Exercise Price times Number of Shares | ' |
Exercise Price $0.025 | 50,000 |
Exercise Price $0.020 | 80,000 |
Exercise Price $0.125 | 62,500 |
Exercise Price $0.125 | 52,500 |
Total oustanding warrants number of shares | 245,000 |
Weighted Average Exercise Price | ' |
Total oustanding warrants number of shares | 0.035 |
Outstanding_warrants_As_Follow
Outstanding warrants As Follows (Details) | Number of Shares. | Weighted Average Exercise Price. | Remaining Contractual Life (in years). |
Outstanding at Dec. 31, 2013 | 6,920,000 | 0.035 | 0 |
Issued | 0 | ' | ' |
Exercised | 0 | ' | ' |
Expired/Cancelled | 0 | ' | ' |
Exercisable at Mar. 31, 2014 | 6,920,000 | 0.035 | 1 |
Outstanding at Mar. 31, 2014 | 6,920,000 | 0.035 | 1 |
PROPERTY_AND_EQUIPMENT_Details
PROPERTY AND EQUIPMENT (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 2013 |
PROPERTY AND EQUIPMENT AS FOLLOWS: | ' | ' |
Equipment | $5,655 | $4,454 |
Leasehold Costs - Developed | 62,940 | 57,580 |
Total Cost | 68,595 | 62,034 |
Less: Accumulated Depreciation | 31,603 | 29,752 |
Total Property and Equipment, net | $36,992 | $32,282 |
CONTRACTUAL_OBLIGATIONS_Detail
CONTRACTUAL OBLIGATIONS (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Feb. 25, 2013 | |
CONTRACTUAL OBLIGATIONS AS FOLLOWS | ' | ' |
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 | 9,500 | ' |
Obligated to pay rent per year | 6,000 | ' |
Recognized in sub-lease rent revenue | 5,460 | ' |
Rent expense in other operating expenses | $8,100 | ' |
RELATED_PARTY_TRANSACTIONS_Con
RELATED PARTY TRANSACTIONS Consists Of The Folowing (Details) (USD $) | 3 Months Ended | |
Mar. 31, 2014 | Mar. 31, 2013 | |
RELATED PARTY TRANSACTIONS Consists Of The Folowing: | ' | ' |
Management and consulting services | $27,000 | $29,400 |
Paid directors fees | $7,500 | $7,500 |
The_initial_fair_value_of_asse
The initial fair value of assets acquired and liabilities assumed and allocated to goodwill (Details) (USD $) | Mar. 31, 2014 | Dec. 31, 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 | 0 | 271,200 |
Total | ' | 427,200 |
Amount paid by Chancellor towards contributions | 180,800 | ' |
Outstanding contributions | $0 | $90,400 |
SUBSEQUENT_EVENTS_AS_FOLLOWS_D
SUBSEQUENT EVENTS AS FOLLOWS (Details) (USD $) | Apr. 29, 2014 | Apr. 28, 2014 |
SUBSEQUENT EVENTS AS FOLLOWS: | ' | ' |
Chancellor received an interest-free loan On April 28, 2014, | ' | $5,000 |
Chancellor issued shares of common stock on April 29, 2014 consulting services valued | $7,500 | ' |
Chancellor issued shares | 250,000 | ' |