SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-K

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                  For the fiscal year ended: December 31, 2013

                                       OR

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

            For the transition period from __________ to __________

                         Commission File No. 000-30219

                             CHANCELLOR GROUP, INC.
             (Exact name of Registrant as Specified in Its Charter)

            Nevada                                               50-0024298
(State or other jurisdiction of                               (I.R.S. Employer
Incorporation or organization)                               Identification No.)

          500 Taylor Street, Plaza Two - Suite 200, Amarillo, TX 79105
          (Address of principal executive offices, including zip code)

         Issuer's Telephone Number, Including Area Code: (806) 322-2731

        Securities registered pursuant to Section 12(b) of the Act: None

          Securities registered pursuant to Section 12(g) of the Act:
                    Common Stock, $.001 par value per share

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. Yes [ ] No [X]

Indicate by  checkmark  if the  registrant  is not  required to file  reports to
Section 13 or 15(d) of the Act. Yes [ ] No [X]

Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required  to file  such  reports),  and  (2) has  been  subject  to such  filing
requirements for the past 90 days. Yes [X] No [ ]

Indicate by check mark whether the registrant has submitted  electronically  and
posted on its corporate Web site, if any, every  Interactive  Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T (ss.232.405 of
this chapter)  during the  preceding 12 months (or for such shorter  period that
the registrant was required to submit and post such files). Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of  Regulation  S-K  (ss.229.405)  is not  contained  herein,  and  will  not be
contained,  to the  best of  registrant's  knowledge,  in  definitive  proxy  or
information  statements  incorporated by reference in Part III of this Form 10-K
or any amendment to this Form 10-K. [X]

Indicate by check mark whether the registrant is a large  accelerated  filer, an
accelerated filer, a non-accelerated  filer, or a smaller reporting company. See
the definitions of "large accelerated  filer,"  "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check One):

Large accelerated filer [ ]                        Accelerated filer [ ]
Non-accelerated filer [ ]                          Smaller reporting company [X]
(Do not check if a smaller reporting company)

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). Yes [ ] No [X]

The aggregate  market value of the voting and  non-voting  common equity held by
non-affiliates  as of the last  business day of the  registrant's  most recently
completed second fiscal quarter was $3,721,122

Number of shares of Common Stock outstanding as of March 27, 2014: 74,250,030

Documents incorporated by reference: None
<PAGE>
                               TABLE OF CONTENTS

PART I

Item 1.      Business                                                          1

Item 1A.     Risk Factors                                                      4

Item 1B.     Unresolved Staff Comments                                         4

Item 2.      Properties                                                        4

Item 3.      Legal Proceedings                                                 6

Item 4.      Mine Safety Disclosures                                           7

PART II

Item 5.      Market for Registrant's Common Equity, Related Shareholder
             Matters and Issuer Purchases of Equity Securities                 7

Item 6.      Selected Financial Data                                           8

Item 7.      Management's Discussion and Analysis of Financial Condition
             and Results of Operations.                                        8

Items 7A.    Quantitative and Qualitative Disclosures About Market Risk       14

Item 8.      Financial Statements and Supplementary Data                      15

Item 9.      Changes In and Disagreements With Accountants on Accounting
             and Financial Disclosure                                         35

Item 9A(T)   Controls and Procedures                                          35

Item 9B.     Other Information                                                35

PART III

Item 10.     Directors, Executive Officers and Corporate Governance           35

Item 11.     Executive Compensation                                           37

Item 12.     Security Ownership of Certain Beneficial Owners and Management
             and Related Stockholder Matters                                  37

Item 13.     Certain Relationships and Related Transactions, and Director
             Independence                                                     38

Item 14.     Principal Accountant Fees and Services                           38

Item 15.     Exhibits and Financial Statement Schedules                       39

SIGNATURES                                                                    41
<PAGE>
                                     PART I

ITEM 1. BUSINESS.

Chancellor Group, Inc., a Nevada  corporation  ("we", "us",  "Chancellor" or the
"Company"),  was  organized  under  the  laws of the  state  of Utah in 1986 and
subsequently  reorganized  under the laws of the  state of  Nevada in 1993.  The
Company is organized  as a producing  oil company and licensed as an operator by
the Texas Railroad Commission. In addition to oil production, Chancellor is also
in the business of technology  development through its two subsidiaries  Pimovi,
Inc.  and The Fuelist,  LLC. Our common stock is quoted on the  Over-The-Counter
Bulletin  Board market and trades under the symbol  CHAG.OB.  As of December 31,
2013,  there were 73,760,030  shares of our common stock issued and outstanding.
As of December 31, 2013 our subsidiaries are:

     *    Gryphon Production Company, LLC (wholly-owned)
     *    Gryphon Field Services, LLC (wholly-owned)
     *    Pimovi, Inc. (majority owned, with a 61% equity ownership interest)
     *    The  Fuelist,  LLC  (majority  owned,  with  a  51%  equity  ownership
          interest)

BUSINESS DEVELOPMENTS

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 its
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.  The Fuelist is a  development  stage  entity  formed for the primary
business purpose of developing a data-driven mobile and web technology  platform
that leverages  extensive segment expertise and big data analysis tools to value
classic  vehicles.  These  tools  enable  users to quickly  find  values,  track
valuations over time and to identify  investment and arbitrage  opportunities in
this lucrative market.

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.  Subsequently  on  January  11,  2013 the final
binding term sheet was signed by Chancellor  summarizing  the  principal  terms,
conditions  and  formal  establishment  of  Pimovi  by  its  two  "Co-Founders",
Chancellor  and Kasian  Franks.  Under the  agreement,  Chancellor has agreed to
provide the initial funding of $250,000 over a period of up to eight months,  in
consideration  of the  receipt  of 61% of the  equity  of  Pimovi in the form of
Series A  Preferred  Stock.  Kasian  Franks,  whom is also the Chief  Scientific
Officer  of Pimovi,  has  agreed to  contribute  certain  intellectual  property
related to its business in consideration  for receipt of the remaining equity in
Pimovi  in  the  form  of  common   stock.   Pimovi  has  licensed   search  and
recommendation software for use in its products and services (under development)
from Mimvi,  Inc.,  a company for which Mr.  Franks  serves as Founder,  CVO and
Chairman. The license is for a period of three years, subject to extension.  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.  Pimovi was
reincorporated in Nevada in March 2013.

SEGMENTS

The  Company's  reportable  segments  are  strategic  business  units  that  are
separately  managed and operate in two  different  industries.  First is our oil
production  segment,  in which we currently  own and operate 5 oil wells in Gray
County in the Texas Panhandle, of which 4 are actively producing oil wells and 1
is a water disposal  well.  Second is our  technology  segment,  which is in the
business of developing web-based and mobile technology platforms through our two
majority owned  subsidiaries,  Pimovi,  Inc. and The Fuelist,  LLC, both further
described earlier above.

                                       1
<PAGE>
INDUSTRY AND ECONOMIC FACTORS

In  managing  our  businesses  we must deal with many  factors  inherent  in the
industries which we operate in. For our oil segment,  first and foremost is wide
fluctuation  of oil  and  gas  prices.  Oil and gas  markets  are  cyclical  and
volatile,  with future price movements difficult to predict.  While our revenues
are a function of both  production and prices,  wide swings in prices often have
the greatest impact on our results of operations.

In addition, the condition of the general economy of the local area is beginning
to show some of the strain from the national  economic morass, as is the general
economy  in  the  State  of  Texas.  The  national  and  international  economic
environment  is unsettled  and will present  challenges  to any form of business
operations.

It is  uncertain  what  structural  changes in the oil  industry  may need to be
modified due to political  changes in the national  government,  availability of
financing,  and concerns created by expectations that evolve around the concepts
of carbon credits.  In general it is a buyer's market if financing is available.
The Company does not  anticipate  any severe  effects upon its  structure in the
short-term due to any of the  above-mentioned  concerns  because of the size and
nature of the Company's operations.

Our operations entail significant complexities.  Advanced technologies requiring
highly trained  personnel are utilized in  restoration of wells and  production.
The oil and gas  industry  is highly  competitive.  We  compete  with  major and
diversified energy companies,  independent oil and gas companies, and individual
operators,  most of which have substantially more assets and production than us.
In addition,  the industry as a whole competes with other businesses that supply
energy to industrial,  commercial,  and residential end users.  Other businesses
that we may  undertake  and  develop  in the future  also  likely  will  involve
substantial complexity and rigorous competition.

For our technology  segment,  first and foremost is that our two  majority-owned
subsidiaries, Pimovi, Inc. and The Fuelist, LLC., are both currently development
stage  entities,  formed for the primary  purpose of  developing  web-based  and
mobile technology platforms.

The  technology   industry  is  an  expanding  and  rapidly  changing   industry
characterized by intense competition.  We believe that our ability to compete in
this industry  will be dependent in large part upon our ability to  successfully
develop  our  web-based  and  mobile  technology  platforms.  Then  after  those
technologies  are  successfully  developed,  our focus will have to  immediately
shift to the product  launch and marketing and sales of our web-based and mobile
technology  platforms  to the public and end users,  or  customers.  In order to
bring  our  technologies  to  successful  commercialization,  we  will  have  to
effectively utilize and expand our current operational capabilities, continue to
enhance and continually improve on those technologies,  along with the having to
add both marketing and sales capabilities for our technologies as released.

The future  success of our technology  segment will also be contingent  upon our
ability to have or acquire  additional  capital  and  financing  sources,  which
funding  will be  necessary  upon  successful  development  and  release  of our
technologies, which additional resources will be required to maintain and expand
on our  operational  capabilities,  to  continue  to  enhance  and  improve  our
technologies,  plus having to add both marketing and sales  capabilities for our
technologies when released.

APPROACH TO OUR BUSINESS

Implementation  of our business  approach  relies on our ability to fund ongoing
technology  segment  development  projects  with cash flow  provided  by our oil
segment operating activities.  Other external sources of capital may be required
in the  future to help fund our  technology  segment  projects  upon  successful
development  and release of our  web-based and mobile  technology  platforms for
both Pimovi, Inc. and The Fuelist, LLC, both further described earlier above.

MARKETING AND 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

                                       2
<PAGE>
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.

ENVIRONMENTAL REGULATIONS

Significant  environmental regulations related primarily to our oil segment, for
which we are subject to extensive and complex federal,  state and local laws and
regulations  governing the protection of the  environment  and of the health and
safety of our employees. These laws and regulations may, among other things:

     *    require  the   acquisition  of  various  permits  before  drilling  or
          production commences;
     *    require the installation of expensive pollution control equipment;
     *    require safety-related procedures and personal protective equipment to
          be used during operations;
     *    restrict  the  types,   quantities  and   concentrations   of  various
          substances  that can be released  into the  environment  in connection
          with  natural  gas and oil  drilling  production,  transportation  and
          treating activities;
     *    suspend,  limit,  prohibit or require  approval  before  construction,
          drilling and other activities; and
     *    require  remedial  measures to mitigate  pollution from historical and
          ongoing  operations,  such as the  closure  of pits  and  plugging  of
          abandoned wells.

These laws,  rules and regulations may also restrict the rate of natural gas and
oil production  below the rate that would otherwise be possible.  The regulatory
burden on the oil and gas industry  increases the cost of doing  business in the
industry and consequently affects profitability.

Governmental authorities have the power to enforce compliance with environmental
laws, regulations and permits, and violations are subject to injunction, as well
as  administrative,  civil and potentially  criminal  penalties.  The effects of
these laws and  regulations,  as well as other laws or  regulations  that may be
adopted in the future,  could have a material  adverse  impact on our  business,
financial condition and results of operations.

The Company did not incur any material  environmental costs in 2013, nor has the
Company  been  notified  of any  material  environmental  obligations  from  any
governmental authorities.

REGULATION OF THE OIL AND GAS INDUSTRY

The oil and gas industry is extensively regulated by numerous federal, state and
local  authorities.  Legislation  affecting  the oil and gas  industry  is under
constant review for amendment or expansion, frequently increasing the regulatory
burden.  Also,  numerous  departments and agencies,  both federal and state, are
authorized by statute to issue rules and regulations  binding on the oil and gas
industry and its individual members,  some of which carry substantial  penalties
for  noncompliance.  Although the regulatory  burden on the oil and gas industry
increases   our  cost  of  doing   business  and,   consequently,   affects  our
profitability,  these burdens  generally do not affect us any  differently or to
any greater or lesser  extent than they affect  other  companies in the industry
with similar types, quantities and locations of production.

LICENSES AND PATENTS

Our  technology  segment will be dependent upon  obtaining  proper  licenses and
patents to access and  protect  our rights to such  technologies  developed  and
released.  Pimovi has licensed  search and  recommendation  software from Mimvi,
Inc.  and has applied  for a  provisional  patent  covering  video  distribution
service.  U.S. Patent  Application number 61774549 entitled " Video Distribution

                                       3
<PAGE>
Service"  involves video  distribution  for Chancellor  Group's  recently formed
mobile app multimedia subsidiary Pimovi, which is developing POV (Point Of View)
technology.

EMPLOYEES

As of December 31, 2013, we had no full-time  employees.  All of our  activities
are conducted by our Executive  Officers and by contract  laborers,  independent
contractors and consultants.

ITEM 1A. RISK FACTORS.

Not applicable for Small Reporting Company.

ITEM 1B. UNRESOLVED STAFF COMMENTS.

Not applicable.

ITEM 2. PROPERTIES.

DESCRIPTION OF PROPERTIES

For our technology segment, at December 31, 2013, we did not own any significant
properties.  Those  operations and  headquarters  for both Pimovi,  Inc. and The
Fuelist,  LLC.,  located  in  Berkeley,  California  are in a single  commercial
facility under a lease agreement with a related party limited liability company.

For our oil  segment,  at December 31,  2013,  the Company and its  wholly-owned
subsidiaries,  Gryphon and Gryphon Field  Services,  LLC, own 5 wells located in
Gray County in the Texas Panhandle,  of which 4 are actively producing oil wells
and 1 is a water disposal well.

PROVED RESERVES

The  following  historical  estimates of net proved oil and natural gas reserves
are based on reserve  reports as of December  31,  2013 and 2012,  both of which
were  prepared by  independent  petroleum  engineers.  The reserve  report as of
December  31, 2013 and 2012 were based on the average  price during the 12-month
period   ended   December   31,   2013  and   2012,   respectively,   using  the
first-day-of-the-month price for each month.

The Company  maintains  internal  controls to ensure the  reliability of reserve
estimations, including:

     *    Engaging  an  independent   third-party   reservoir   engineering  and
          geo-science  professional  firm to prepare all of our estimated proved
          reserves, and
     *    Senior  management  reviewing all reserve  studies  annually to verify
          that  accurate   production   and  cost  variables  are  used  by  the
          third-party engineering firm.

GSM, INC., a registered petroleum  engineering firm located in Amarillo,  Texas,
prepared reports of estimated proved reserves of oil and natural gas for our net
interest  in certain  oil and  natural  gas  properties  comprising  100% of our
estimated  proved reserves (by volume) at year-end.  A copy of the report issued
by GSM, Inc. is filed with this Annual Report on Form 10-K as Exhibit 99.1.  The
qualifications  of the technical  person of this firm primarily  responsible for
overseeing  his firm's  preparation  of the Company's  reserve  estimates is set
forth below:

     *    Over 40 years of practical experience in petroleum  engineering,  with
          primarily  all  of  this  experience   being  in  the  estimation  and
          evaluation of reserves,
     *    A registered professional engineer in the state of Texas,
     *    Bachelor of Science Degree in Petroleum Engineering,
     *    Bachelor of Science Degree in Geology,
     *    Master of Science Degree in Geology.

                                       4
<PAGE>
A summary of our proved oil  reserves,  all of which are located in Gray County,
Texas, is presented below:

                                                           December 31,
                                                 -------------------------------
Estimated Proved Reserves                          2013                   2012
                                                 --------               --------
Developed
  Oil, (Bbl)                                       20,421                 21,281
  Natural gas (Mcf)                                    --                     --

Undeveloped
  Oil, (Bbl)                                           --                     --
  Natural gas (Mcf)                                    --                     --

OIL AND GAS RESERVE QUANTITIES

Proved oil and gas  reserves  are those  quantities  of oil and gas,  which,  by
analysis of geoscience and  engineering  data, can be estimated with  reasonable
certainty  to be  economically  producible,  based on  prices  used to  estimate
reserves,  from a given date forward from known  reservoirs,  and under existing
economic  conditions,  operating methods,  and government  regulation before the
time of which contracts  providing the right to operate expire,  unless evidence
indicates  that renewal is reasonably  certain.  Proved  developed  reserves are
proved reserves  expected to be recovered  through  existing wells with existing
equipment and operating  methods or in which the cost of the required  equipment
is relatively  minor  compared with the cost of a new well.  Proved  undeveloped
reserves  are  reserves  that are  expected  to be  recovered  from new wells on
undrilled  acreage,  or from  existing  wells  where a  relatively  large  major
expenditure is required for recompletion.

The table  below  represents  the  Company's  estimate  of proved  oil  reserves
attributable  to the  Company's net interest in oil and gas  properties,  all of
which  are  located  in Gray  County  in the  Texas  Panhandle,  based  upon the
evaluation by the Company and its independent  petroleum  engineers of pertinent
geoscience and engineering  data in accordance with the SEC's  regulations.  The
Company does not have any proved undeveloped reserves and there were no material
changes in the  Company's  undeveloped  reserves  during the fiscal years ending
December 31, 2013 and 2012.  Estimates of all of the Company's  proved  reserves
have  been  prepared  by   independent   reservoir   engineers  and   geoscience
professionals  and are reviewed by members of the Company's senior management to
ensure that the Company consistently applies rigorous professional standards and
the reserve  definitions  prescribed by the SEC.  Management  has elected not to
include  probable  and  possible  reserves  in its  reserve  studies and related
disclosures.



                                                                             Total Future
                    Net Oil       Net Gas                    Total Future     Severance &                 Discounted
                    Reserves     Reserves    Total Future     Projected       Ad Valorem    Future Net    Per Annum
Proved Developed    (Barrels)      (Mcf)     Net Revenue         Cost            Taxes      cash flow       as 10%
----------------    ---------      -----     -----------         ----            -----      ---------       ------

2013
  Producing          20,421         --        $1,854,188       $920,861         $213,232    $  720,099     $276,597

2012
  Producing          21,281         --        $1,982,108       $571,680         $170,461    $1,239,966     $377,885


The  Company  did not drill  any wells or  conduct  any  exploratory  activities
(including any  implementation  of mining methods) during the fiscal years ended
December 31, 2013,  2012 or 2011.  However,  the Company did  capitalize  $0 and

                                       5
<PAGE>
$9,840 of  development  costs  related to remedial and  restoration  work to its
existing  proved  developed  properties  for the fiscal years ended December 31,
2013 and 2012, respectively.

As of March 27, 2014,  the Company was not in the process of drilling any wells,
installing any waterfloods or undertaking any pressure maintenance operations or
other related activities of material importance.

As of March 27, 2014,  the Company  owned an interest in  approximately  5 gross
wells and 5 net wells,  all of which are  located in the brown  dolomite  and/or
granite wash  formations in Gray County,  Texas.  There is no minimum  remaining
term of leases as all  acreage is  currently  held by  production  or some other
savings clause contained in the respective lease document.

STANDARDIZED MEASURE OF DISCOUNTED FUTURE NET CASH FLOWS (UNAUDITED)

The standardized  measure of discounted cash flows and summary of the changes in
the  standardized  measure  computation  from  year  to  year  are  prepared  in
accordance with ASC Topic 932. The assumptions  that underlie the computation of
the standardized measure of discounted cash flows may be summarized as follows:

     *    the  standardized  measure  includes the Company's  estimate of proved
          oil, natural gas and natural gas tiquids reserves and projected future
          production volumes based upon economic conditions;
     *    pricing  is applied  based  upon  12-month  average  market  prices at
          December 31, 2013 and, 2012. The calculated  weighted average per unit
          prices for the Company's  proved reserves and future net revenues were
          as follows:

                                                       At December 31,
                                                   ---------------------
                                                     2013          2012
                                                   -------       -------

          Oil (per barrel)                         $ 90.80       $ 93.14
          Natural gas (per Mcf)                    $   n/a       $   n/a

     *    future  development  and production  costs are  determined  based upon
          actual cost at year-end;
     *    the standardized  measure includes  projections of future  abandonment
          costs based upon actual costs at year-end; and
     *    a discount  factor of 10% per year is applied  annually  to the future
          net cash flows.

PRODUCTION AND PRICE HISTORY

                                          For Year Ended December 31,
                                    ----------------------------------------
                                      2013           2012            2011
                                    --------       --------        --------
Production:
  Oil Sales (Bbl)                       617          1,067           7,794
  Natural Gas Sales (Mcf)                --             --           6,546
Average Sales Price:
  Oil, per Bbl                      $ 89.77        $ 85.64         $ 88.54
  Gas, per MMCF                     $   n/a        $   n/a         $  6.57
Expenses per Bble:
  Lease Operating Expenses          $ 63.21        $ 36.43         $ 19.33
  Production Taxes                  $  4.13        $  3.69         $  3.96

ITEM 3. LEGAL PROCEEDINGS.

Chancellor is from time to time involved in legal proceedings  incidental to its
business and arising in the ordinary  course.  Chancellor's  management does not
believe  that any such  proceedings  will  result in  liability  material to its
financial condition, results of operations or cash flow.

                                       6
<PAGE>
ITEM 4. MINE SAFETY DISCLOSURES.

Not applicable

                                     PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY, RELATED SHAREHOLDER MATTERS AND
        ISSUER PURCHASES OF EQUITY SECURITIES.

(a) Principal  Market or Markets:  The  Company's  common stock trades under the
symbol  CHAG.OB on the OTC Bulletin  Board.

High and low bids for the Company's  common stock on the OTC Bulletin  Board for
the previous eight quarters are shown below.

           Class        Quarter Ended          High*       Low*
           -----        -------------          -----       ----

           Common       Mar. 31, 2013          0.08        0.04
           Common       June 30, 2013          0.09        0.04
           Common       Sept. 30, 2013         0.09        0.05
           Common       Dec. 31, 2013          0.15        0.06

           Common       Mar. 31, 2012          0.03        0.01
           Common       June 30, 2012          0.03        0.01
           Common       Sept. 30, 2012         0.03        0.02
           Common       Dec. 31, 2012          0.05        0.01

----------
*    Quotations reflect inter-dealer prices,  without retail mark-up,  mark-down
     or commission and may not necessarily represent actual transactions.

(b) Common Stock: On December 31, 2013,  there were 73,760,030  shares of common
stock issued and  outstanding,  which were held by more than 400 stockholders of
record  excluding  individuals  holding  securities  in street name.  Our common
shares are issued in registered form. Quicksilver Stock Transfer LLC, 6623 South
Las Vegas Blvd, Suite 255, Las Vegas, NV 89119 (Telephone 702.629.1883),  is the
registrar and transfer agent for our common shares.

The  Company has never paid cash  dividends  on its common  stock and  currently
intends to continue its policy of  retaining  all of its earnings for use in its
business.

(c) Preferred  Stock:  The Company at December 31, 2013 had no preferred  shares
issued and outstanding.

(d) Unregistered Sales of Equity Securities and Use of Proceeds.

The following  table sets forth the sales of unregistered  securities  since the
Company's last report filed under this item.

                                                                      Total
                                                     Principal   Offering Price/
    Date                  Title and Amount (1)       Purchaser    Consideration
    ----                  ----------------           ---------    -------------

November 18, 2013   100,000 shares of common stock    Advisor        $ 0 (1)
November 18, 2013   100,000 shares of common stock    Advisor        $ 0 (1)
February 25, 2014   340,000 shares of common stock    Advisor        $ 0 (2)
February 25, 2014   150,000 shares of common stock    Advisor        $ 0 (2)

----------
(1)  Securities  issued in  consideration  for  advisory  services.  The company
     recognized $23,000 in consulting fee expense related to these issuances.
(2)  Securities  issued in consideration for engineering  expertise,  see Note 9
     Subsequent Events for further information.

                                       7
<PAGE>
The Company did not engage an  underwriter  with respect to any of the issuances
of securities described in the foregoing table, and none of these issuances gave
rise to any  underwriting  discount  or  commission.  The shares  were issued in
private transactions, exempt from registration under the Securities Act of 1933,
and are restricted securities within the meaning of Rule 144 thereunder.

ITEM 6. SELECTED FINANCIAL DATA.

Information required by this item is not required to be disclosed by the Company
since it is a Smaller Reporting  Company.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS.

DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS

Throughout this report, we make statements that may be deemed  "forward-looking"
statements  within the meaning of Section 27A of the  Securities Act of 1933, as
amended, and Section 21E of the Securities Exchange Act of 1934, as amended. All
statements,  other than statements of historical facts, that address activities,
events,  outcomes and other matters that  Chancellor  plans,  expects,  intends,
assumes,  believes,  budgets,  predicts,   forecasts,   projects,  estimates  or
anticipates  (and other similar  expressions)  will,  should or may occur in the
future are  forward-looking  statements.  These  forward-looking  statements are
based on management's current belief, based on currently available  information,
as to the outcome and timing of future events. When considering  forward-looking
statements,  you  should  keep in mind the risk  factors  and  other  cautionary
statements in this report.

We caution you that these  forward-looking  statements are subject to all of the
risks and uncertainties,  many of which are beyond our control,  incident to the
exploration for and development, production and sale of oil and gas. These risks
include, but are not limited to, commodity price volatility,  inflation, lack of
availability  of goods  and  services,  environmental  risks,  operating  risks,
regulatory  changes,  the  uncertainty  inherent  in  estimating  proved oil and
natural gas reserves and in projecting  future rates of production and timing of
development  expenditures  and other  risks  described  herein,  the  effects of
existing or continued  deterioration in economic conditions in the United States
or the  markets in which we  operate,  and acts of war or  terrorism  inside the
United States or abroad.

BACKGROUND

In April 2007 we commenced  operations with what were 84 producing wells in Gray
and Carson counties,  Texas. On July 22, 2008, we had entered into an Agreement,
effective as of June 1, 2008 with Legacy  Reserves  Operating LP ("Legacy")  for
the sale of our oil and gas  wells in Carson  County,  Texas,  representing  for
approximately  84% of our oil and gas  production  at that  time.  In 2010,  the
Company  acquired three  additional  properties in Hutchinson  County  including
approximately  16 wells.  In 2011,  the Company  continued our  operational  and
restoration  programs and the production capacity from our 67 actively producing
wells in Gray and  Hutchinson  counties.  On October 18,  2011,  pursuant to the
terms of the  Purchase  and  Sale  Agreement,  LCB  Resources  purchased  all of
Gryphon's  rights,  titles and interests in certain  leases,  wells,  equipment,
contracts,  data and other  designated  property,  which sale to LCB constituted
approximately 82% of the Company's consolidated total assets as of September 30,
2011 and contributed  approximately 95% and 77%, respectively,  of the Company's
consolidated  gross  revenues and total expenses for the nine months then ended.
Under the terms of the Purchase and Sale Agreement,  LCB paid Gryphon $2,050,000
in cash, subject to certain adjustments as set forth in the Agreement.

Since the sale of substantially all of the assets of Gryphon to LCB, the Company
has continued to maintain a total of four (4) producing  wells and one (1) water
disposal  well.  Gryphon  also  retains  an  operator's  license  with the Texas
Railroad  Commission  and  continues  to operate  the Hood  Leases  itself.  The
proceeds from the asset sale to LCB are being used to provide working capital to
Chancellor  and for future  corporate  purposes,  including  but not  limited to

                                       8
<PAGE>
possible  acquisitions,  including new business  ventures outside of the oil and
gas industry,  such as with Pimovi, Inc. commencing during the fourth quarter of
2012 and The Fuelist, LLC commencing during the third quarter 2013.

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, the separate company financial statements of which are
consolidated with Chancellor's  consolidated  financial statements beginning for
the fourth quarter of 2012.  Subsequently  on January 11, 2013 the final binding
term sheet was signed by Chancellor summarizing the principal terms,  conditions
and formal  establishment  of Pimovi by its two  "Co-Founders",  Chancellor  and
Kasian  Franks.  Under the agreement,  Chancellor  agreed to provide the initial
funding of $250,000 over a period of up to eight months, in consideration of the
receipt of 61% of the equity of Pimovi in the form of Series A Preferred  Stock.
Kasian Franks,  whom is also the Chief Scientific  Officer of Pimovi,  agreed to
contribute   certain   intellectual   property   related  to  its   business  in
consideration  for  receipt  of the  remaining  equity  in Pimovi in the form of
common  stock.  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 was reincorporated in Nevada.

On August  15,  2013,  Chancellor  entered  into a binding  term  sheet with The
Fuelist,  LLC, a  California  limited  liability  company  ("Fuelist"),  and its
founders,  Matthew Hamilton,  Eric Maas and Thomas Rand-Nash,  pursuant to which
Chancellor  agreed  to  acquire  a  51%  ownership   interest  in  Fuelist.   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.  The primary  business purpose of Fuelist relates largely to developing a
data-driven mobile and web technology  platform that leverages extensive segment
expertise and big data analysis  tools to value  classic  vehicles.  These tools
enable users to quickly find values,  track valuations over time and to identify
investment and arbitrage opportunities in this lucrative market.

Our common stock is quoted on the  Over-The-Counter  market and trades under the
symbol CHAG.OB. As of March 27, 2014, there were 74,250,030 shares of our common
stock issued and outstanding.

RESULTS OF OPERATIONS BY SEGMENT

Twelve Months Ended  December 31, 2013 Compared to Twelve Months Ended  December
31, 2012

OIL SEGMENT  REVENUES  AND  PRODUCTION:  During  2013,  we produced and sold 617
barrels  of oil and  produced  and  sold no gas,  generating  $55,400  in  gross
revenues net of royalties  paid, with a one month lag in receipt of revenues for
the prior  months  sales,  as  compared  with  1,067  barrels of oil and no gas,
generating $91,377 in gross revenues net of royalties paid during 2012. We had 4
wells producing oil and none producing gas at December 31, 2013 and 2012.

The Company has  continued to maintain a total of four (4)  producing  wells and
one (1) water disposal well. Gryphon will also retain an operator's license with
the Texas  Railroad  Commission  and continue to operate the Hood Leases itself.
The proceeds from the 2011 LCB asset sale was used to provide working capital to
Gryphon  and for  future  corporate  purposes  including,  but not  limited  to,
possible acquisitions and other corporate programs and purposes that have yet to
be identified.

The following table  summarizes our production  volumes and average sales prices
for the years ended December 31:

                                                2013           2012
                                              --------       --------
Oil and Gas Sales:
  Oil Sales (Bbl)                                 617          1,067

Average Sales Price:
  Oil, per Bbl                                 $89.77         $85.64

                                       9
<PAGE>
The  decrease  in net sales of oil during the year ended  December  31, 2013 (as
compared  to the year ended  December  31,  2012)  resulted  primarily  from the
settlement  with LCB  Resources  for $24,620 in revenues in the first quarter of
2012 for the oil in storage  tanks  present at the date of sale to LCB which was
reported in revenues in 2012. The remaining  decrease of  approximately  $11,000
relates primarily to the timing of deliveries.

TECHNOLOGY  SEGMENT REVENUES AND  DEVELOPMENT:  During 2013 and 2012, we did not
generate any revenues as our operations focused solely on the development of our
web-based and mobile application technologies.

DEPRECIATION  AND   AMORTIZATION:   Expense   recognized  for  depreciation  and
amortization of property and equipment  increased $897, or approximately  18% in
2013  from  2012.  This  increase  was  primarily   attributable  to  additional
depreciation on 2012 capitalized well costs during 2013. The Fuelist,  LLC, also
incurred $159 in depreciation expense related to compute equipment.

OPERATING  EXPENSES AND  ADMINISTRATIVE  EXPENSES:  During 2013,  our  operating
expenses  increased   $705,437,   or  approximately   102%,   primarily  due  to
approximately  $791,139  of  professional  and  consulting  expenses  and  other
expenses incurred by Pimovi, Inc. and Fuelist,  LLC.  Approximately  $619,900 of
this expense  incurred was for Pimovi's  general  business  purposes  related to
initial development of technology and mobile applications fields.  Approximately
$197,000 was incurred for Fuelist's  general  business  purposes  related to the
development of technology and mobile  applications  fields. Of the approximately
$197,031  reported by  Fuelist,  approximately  $171,200  was  professional  and
consulting  expenses,  approximately  $23,300 was other  operating  expenses and
approximately  $2,300 was administrative  expenses.  Fuelist was started in 2013
therefore  did not have any  activity  during 2012.  During  2013,  Chancellor's
general and administrative  expenses  decreased $12,000,  or approximately 2% in
2013 from 2012.  Significant  components of these  expenses  include  consulting
fees,  professional  fees  and  insurance.   Professional  and  consulting  fees
increased approximately $56,000, or approximately 15% during 2013, primarily the
result of increased costs with third parties, including consultants,  attorneys,
and  accounting  and  audit  costs,  all of which  increased  as a result of the
Company's two new  majority-owned  subsidiaries,  Pimovi and Fuelist.  Insurance
decreased  approximately  $14,700,  or approximately  36% during 2013 due to the
cancellation of several insurance  policies  including health,  commercial auto,
and property insurance subsequent to the sale of substantially all the Company's
oil and gas wells.

OVERALL: During 2013, we continued with the ongoing production,  maintenance and
enhancements  of our 4  producing  wells in Gray  County.  As a result  of these
efforts,  our gross revenues from oil  production for 2013 were $55,400.  During
2013,  the  Company  also  recorded  other  income  of  $53,337  related  to the
settlement of Cause 37053, related to production proceeds from 2009 through 2011
from  properties  previously  owned and  operated by the Company  which had been
previously  paid to another  party in error.  The  management of the Company has
expended a large amount of time and  resources in exploring  other  acquisitions
and  business  opportunities,  primarily  outside  of the oil and gas  industry.
During the fourth quarter of 2012,  Chancellor formed a new subsidiary,  Pimovi,
Inc.,  and then  subsequently  established  an  agreement to maintain 61% of the
ownership,  with Pimovi becoming a new  majority-owned  subsidiary of Chancellor
beginning in the fourth quarter of 2012.  Pimovi's primary focus is creating new
methods for recording activities, along with editing and assembling such records
in a  proprietary  format,  including  First Person Video Feeds for sporting and
other  events that  present the  different  points of views of the  athletes and
other  participants.  During 2013,  Pimovi  incurred a loss of $619,891,  mostly
related to consulting fees and general and administrative  expenses, as it began
to develop its product  line.  Chancellor  recorded a $378,134  loss from Pimovi
during 2013,  representing its 61% share of Pimovi.  During the third quarter of
2013,  Chancellor acquired a 51% ownership interest in The Fuelist,  LLC. During
the period from August 15, 2013 through  December 31, 2013,  Fuelist  incurred a
loss  of  $214,812,   mostly   related  to  consulting   fees  and  general  and
administrative  expenses,  as it began to develop its  technologies.  Chancellor
recorded a $94,761  loss from  Fuelist for the period  ended  December 31, 2013.
Therefore, the Company reported a consolidated net loss of $944,142 during 2013,
compared to a net loss of $547,967 reported for 2012.

                                       10
<PAGE>
LIQUIDITY AND CAPITAL RESOURCES

OVERVIEW:  The following table highlights  certain  information  relating to our
liquidity and capital resources at December 31:

                                                 2013                    2012
                                              ----------              ----------

Working Capital                               $  465,115              $1,712,701
Current Assets                                   657,854               1,747,045
Current Liabilities                              192,739                  34,344
Stockholders' Equity                             924,846               1,746,696

Our  working  capital  at  December  31,  2013,  decreased  by  $1,247,586,   or
approximately  73%,  from  December  31,  2012,  primarily  from the losses from
operations for 2013 related to Pimovi and Fuelist.  Current assets  decreased by
$1,089,188 or approximately 62%, while current  liabilities  increased $158,395,
or approximately  461%,  primarily a result of the timing of cash  disbursements
related to Pimovi and Fuelist operating expenses.

Our capital  resources  consist  primarily of cash from operations and permanent
financing,  in the form of capital  contributions  from our stockholders.  As of
December 31, 2013,  the Company had $589,901 of  unrestricted  cash on hand. Our
capital expenditures related to our oil and gas operations for fiscal year 2014,
estimated  to be  approximately  $15,000  to  $20,000,  consist  of  repair  and
maintenance  of our four  producing  oil  wells  and one  water  disposal  well.
Chancellor  has fulfilled its  contractual  obligations  to provide  funding for
Fuelist but expects from time to time to provide  additional  support for Pimovi
until  such  time as  Pimovi  receives  sufficient  operating  revenue  from its
business.  This additional support is not expected to exceed $20,000 - $25,000 a
month.  Based on current cash availability  Chancellor should be able to provide
this for the next 6 - 8 months.  Thereafter  it would need to obtain third party
financing.  There is no assurance that would be available on favourable terms or
at all. It is  anticipated  that  Fuelist will  require  significant  additional
capital to further develop its business.  Fuelist plans to fund this development
from subscriptions and royalties from its website which began operating on March
22, 2014 and from other  planned  developments  such as a related  phone app. If
such revenue is not  sufficient  to fund  business  operations  and  development
Fuelist would need third party financing and there is no assurance that would be
available on favourable terms or at all.

CASH FLOW: Net cash used during 2013 was  $1,110,607,  compared to net cash used
of $611,268 during 2012. The most significant factor causing the increase in net
cash used during 2013 was an increase in legal and  consulting  costs related to
the development of Pimovi and Fuelist's  technologies and the payment of accrued
expenses and  accounts  payable from  December  31, 2012.  The most  significant
factor  in the net  cash  used  during  2012 was the  sale of  assets  to LCB on
December 1, 2011, which generated net cash of $1,923,085.

Cash used for  operations  increased by $561,425,  or  approximately  99% during
2013,  compared  to 2012,  primarily  resulting  from the loss  from  operations
attributable to both Pimovi and Fuelist of approximately  $619,000 and $185,000,
respectively,  during  2013.  These  operating  losses  were  mostly  related to
consulting fees and general and administrative  expenses,  as Pimovi and Fuelist
continued to develop their technologies.

Cash used for  investing  activities is $4,454 during 2013 compared to cash used
by investing  activities  in 2012 of $42,240,  mainly  attributable  to computer
equipment purchased by Fuelist.

Cash provided by financing  activities  increased $24,300, or approximately 100%
during 2013, compared to 2012, solely related to the cash contributions received
by Fuelist from its other equity members.

EQUITY  FINANCING:  As of December 31, 2013, our  stockholders  have contributed
$3,887,615 in equity financing.

                                       11
<PAGE>
CONTRACTUAL OBLIGATIONS

On February 25, 2013, the Company  entered into a 12 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  $104,500 in consulting fees related to this
agreement  during 2013 and also still has $9,500 in prepaid  expenses in current
assets as of December 31, 2013.

On May 1, 2013,  Fuelist  entered into a lease  agreement  with a related  party
limited  liability  company for the Company's 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 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  $10,800 in sub-lease  rent revenue in other
income and  $11,600 in rent  expense in other  operating  expenses,  relation to
these agreements during the year ended December 31, 2013.

CRITICAL ACCOUNTING POLICIES

This  discussion  and analysis of financial  condition and results of operations
has  been  prepared  by  our  management  based  on our  consolidated  financial
statements, which have been prepared in accordance with US GAAP. The preparation
of  these  financial  statements  requires  management  to  make  estimates  and
judgments that affect the reported amounts of assets, liabilities, revenues, and
expenses,  and related  disclosure of contingent  assets and liabilities.  On an
ongoing basis,  our management  evaluates our critical  accounting  policies and
estimates, including those related to revenue recognition, valuation of accounts
receivable,  intangible  assets  and  contingencies.   Estimates  are  based  on
historical experience and on various assumptions believed to be reasonable under
the  circumstances,  the  results of which  form the basis for making  judgments
about the  carrying  values  of  assets  and  liabilities  that are not  readily
apparent from other sources.  These judgments and estimates  affect the reported
amounts of assets  and  liabilities  and the  reported  amounts  of revenue  and
expenses during the reporting periods.

We consider the following  accounting  policies  important in understanding  our
operating results and financial condition:

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  $944,142   and  $547,967  at  December  31,  2013  and  2012,
respectively,  and retained  earnings  deficits of  $2,773,659  and  $1,829,517,
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.

INTANGIBLE ASSET VALUATION

Assessing  the  valuation  of  intangible  assets is  subjective  in nature  and
involves significant estimates and assumptions as well as management's judgment.
We periodically perform impairment tests on our long-lived assets, including our
intangible assets, whenever events or changes in circumstances indicate that the
carrying  amount  may not be  recoverable.  Long-lived  assets are  testing  for
impairment by first comparing the estimated future  undiscounted cash flows from
a  particular  asset  or asset  group to the  carrying  value.  If the  expected
undiscounted  cash flows are greater than the carrying  value,  no impairment is
recognized.  If the expected  undiscounted cash flows are less than the carrying
value,  then an  impairment  charge is recorded for the  difference  between the
carrying value and the expected  discounted cash flows.  The assumptions used in
developing  expected cash flow estimates are similar to those used in developing
other  information used by us for budgeting and other forecasting  purposes.  In
instances  where a range of potential  future cash flows is  possible,  we use a

                                       12
<PAGE>
probability-weighted   approach  to  weigh  the  likelihood  of  those  possible
outcomes.  As of  December  31,  2013 and  2012,  we do not  believe  any of our
long-lived assets are impaired.

GOODWILL

Our goodwill  represents  the excess of the purchase price paid for The Fuelist,
LLC.  over the  fair  value  of the  identifiable  net  assets  and  liabilities
acquired.  Goodwill is not amortized but is tested annually for impairment,  and
between annual tests if an event occurs or circumstances  change that would more
likely  than not reduce the fair value of a  reporting  unit below its  carrying
value. Goodwill is tested for impairment by comparing the carrying amount of the
asset to its fair value, which is estimated through the use of a discounted cash
flows model.  If the carrying  amount exceeds fair value,  an impairment loss is
recognized for the difference.  As of December 31, 2013, we determined there was
no impairment of our goodwill.

REVENUE RECOGNITION

For our oil segment, revenue is recognized for the oil production segment 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.

NATURAL GAS AND OIL PROPERTIES

The  process  of  estimating  quantities  of oil and gas  reserves  is  complex,
requiring  significant  decisions in the evaluation of all available geological,
geophysical,  engineering and economic data. The data for a given field may also
change  substantially over time as a result of numerous factors  including,  but
not limited to, additional development activity, evolving production history and
continual  reassessment  of the viability of production  under varying  economic
conditions.  As a result,  material  revisions to existing reserve estimates may
occur from time to time. Although every reasonable effort is made to ensure that
reserve estimates reported represent the most accurate assessments possible, the
subjective  decisions  and  variances  in  available  data make these  estimates
generally less precise than other estimates included in the financial  statement
disclosures.

As of December 31, 2013, we had proved  reserves of .12253 bcfe at 2013 12-month
average prices of $90.80 per barrel before price differential adjustments. As of
December 31, 2012, we had proved reserves of .1278 bcfe at 2012 12-month average
prices of $93.14 per barrel before price  differential  adjustments.  This minor
decrease in reserves is due primarily to 2013 production.

INCOME TAXES

As part of the process of preparing the consolidated  financial  statements,  we
are  required  to  estimate  federal  and  state  income  taxes  in  each of the
jurisdictions  in which  Chancellor and Pimovi  operate.  This process  involves
estimating  the actual current tax exposure  together with  assessing  temporary
differences  resulting  from  differing  treatment of items,  such as derivative
instruments,  depreciation,  depletion  and  amortization,  and certain  accrued
liabilities  for tax and  accounting  purposes.  These  differences  and our net
operating  loss  carry-forwards  result in deferred tax assets and  liabilities,
which are included in our consolidated balance sheet. We must then assess, using
all available positive and negative  evidence,  the likelihood that the deferred
tax assets will be  recovered  from future  taxable  income.  If we believe that
recovery is not likely, we must establish a valuation allowance.  Generally,  to
the  extent  Chancellor  establishes  a  valuation  allowance  or  increases  or
decreases this allowance in a period, we must include an expense or reduction of
expense within the tax provision in the consolidated statement of operations.

Under  accounting  guidance for income taxes, an enterprise must use judgment in
considering  the relative impact of negative and positive  evidence.  The weight
given to the  potential  effect of  negative  and  positive  evidence  should be
commensurate with the extent to which it can be objectively  verified.  The more
negative  evidence that exists (i) the more  positive  evidence is necessary and
(ii) the more difficult it is to support a conclusion that a valuation allowance
is not needed for some portion or all of the deferred tax asset.  Among the more
significant types of evidence that we consider are:

                                       13
<PAGE>
     *    taxable income projections in future years;
     *    whether  the  carry-forward  period  is so brief  that it would  limit
          realization of tax benefit;
     *    future sales and  operating  cost  projections  that will produce more
          than enough  taxable income to realize the deferred tax asset based on
          existing sales prices and cost structures; and
     *    our  earnings  history  exclusive  of the loss that created the future
          deductible amount coupled with evidence indicating that the loss is an
          aberration rather than a continuing condition.

If (i) oil and natural gas prices were to decrease  significantly  below present
levels  (and if such  decreases  were  considered  other than  temporary),  (ii)
exploration,  drilling and operating costs were to increase significantly beyond
current  levels,  or  (iii) we were  confronted  with  any  other  significantly
negative  evidence  pertaining to our ability to realize our NOL  carry-forwards
prior to their expiration,  we may be required to provide a valuation  allowance
against our deferred  tax assets.  As of December 31, 2013, a deferred tax asset
of $527,915 has been recognized but partially offset by a valuation allowance of
approximately   $524,414  due  to  federal  NOL  carry-back  and   carry-forward
limitations.

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 acquired,  the
liabilities  assumed and the goodwill  acquired in a business  combination.  Net
assets  acquired  must be recorded  upon  acquisition  at their  estimated  fair
values.  Fair values must be determined  based on the  requirements  of FASB ASC
Topic 820,  Fair Value  Measurements.  In many cases the  determination  of fair
values of net assets requires 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.  Also often times these fair
value estimates are considered  preliminary at acquisition date, 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.
On August 15, 2013,  the Company  entered into a business  combination  with The
Fuelist, LLC.).

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.

Not applicable for Small Reporting Company.

                                       14
<PAGE>
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA.

                             CHANCELLOR GROUP, INC.
                        CONSOLIDATED FINANCIAL STATEMENTS
                           December 31, 2013 and 2012
                        Consolidated Financial Statements

                                TABLE OF CONTENTS

                                                                           Page
                                                                           ----

Report of Independent Registered Public Accounting Firm                     16

Consolidated Balance Sheets                                                 17

Consolidated Statements of Operations                                       18

Consolidated Statements of Stockholders' Equity                             19

Consolidated Statements of Cash Flows                                       20

Notes to Consolidated Financial Statements                                  21

                                       15
<PAGE>
                       [Letterhead of StarkSchenkein, LLP]



             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Board of Directors and
Stockholders of Chancellor Group, Inc.

We have  audited the  accompanying  consolidated  balance  sheets of  Chancellor
Group,  Inc.  and its  subsidiaries  as of December  31, 2013 and 2012,  and the
related  consolidated  statements of operations,  stockholders'  equity and cash
flows for the years ended December 31, 2013 and 2012.  Chancellor  Group,  Inc's
management is responsible for these financial statements.  Our responsibility is
to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance  with the standards of the Public  Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements  are free of material  misstatement.  The company is not  required to
have,  nor were we engaged to perform,  an audit of its  internal  control  over
financial reporting.  Our audit included  consideration of internal control over
financial  reporting  as  a  basis  for  designing  audit  procedures  that  are
appropriate  in the  circumstances,  but not for the  purpose of  expressing  an
opinion on the  effectiveness  of the company's  internal control over financial
reporting.  Accordingly,  we express  no such  opinion.  An audit also  includes
examining,  on a test basis,  evidence supporting the amounts and disclosures in
the  financial   statements,   assessing  the  accounting  principles  used  and
significant  estimates  made by  management,  as well as evaluating  the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material  respects,  the financial  position of Chancellor Group,
Inc. as of December 31, 2013 and 2012, and the results of its operations and its
cash flows for the years ended  December  31, 2013 and 2012 in  conformity  with
accounting principles generally accepted in the United States of America.

The accompanying  consolidated  financial statements have been prepared assuming
that the entity will continue as a going concern.  As discussed in Note 1 to the
consolidated financial statements, the entity has suffered recurring losses from
operations and has significant  retained  earnings deficits and may have ongoing
requirements for additional capital investments. These factors raise substantial
doubt about its ability to continue as a going  concern.  Management's  plans in
regard to these matters are also described in Note 1. The consolidated financial
statements do not include any adjustments  that might result from the outcome of
this uncertainty.


/s/ StarkSchenkein, LLP
----------------------------------
StarkSchenkein, LLP
March 27, 2014

                                       16
<PAGE>
                             CHANCELLOR GROUP, INC.
                           Consolidated Balance Sheets
                           December 31, 2013 and 2012



                                                                                  2013                   2012
                                                                              ------------           ------------

ASSETS

Current Assets:
  Cash                                                                        $    589,901           $  1,700,508
  Restricted Cash                                                                   25,000                 25,000
  Revenue Receivable                                                                12,326                  5,500
  Income Tax Receivable                                                             12,558                  7,753
  Prepaid Expenses                                                                  18,069                  8,284
                                                                              ------------           ------------
Total Current Assets                                                               657,854              1,747,045
                                                                              ------------           ------------
Property and Equipment:
  Leasehold Costs - Developed                                                       57,580                 57,580
  Furniture, Fixtures, & Office Equipment                                            4,454                     --
  Accumulated Depreciation and Amortization                                        (29,752)               (23,835)
                                                                              ------------           ------------
Total Property and Equipment, net                                                   32,282                 33,745
                                                                              ------------           ------------
Other Assets:
  Goodwill                                                                         427,200                     --
  Deposits                                                                             250                    250
                                                                              ------------           ------------
Total Other Assets                                                                 427,450                    250
                                                                              ------------           ------------

Total Assets                                                                  $  1,117,586           $  1,781,040
                                                                              ============           ============

LIABILITIES AND STOCKHOLDERS' EQUITY

Current Liabilities:
  Accounts Payable                                                            $     99,866           $     34,175
  Contributions Payable                                                             90,400                     --
  Accrued Expenses                                                                   2,473                    169
                                                                              ------------           ------------
Total Current Liabilities                                                          192,739                 34,344
                                                                              ------------           ------------
Stockholders' Equity
  Series B Preferred Stock: $1,000 Par Value 250,000 shares authorized,
   none outstanding                                                                     --                     --
  Common Stock; $.001 par value, 250,000,000 shares authorized,
   73,760,030 and 69,560,030 shares issued and outstanding, respectively            73,760                 69,560
  Paid-in Capital                                                                3,813,853              3,539,053
  Retained Earnings (Deficit)                                                   (2,773,659)            (1,829,517)
                                                                              ------------           ------------
Total Chancellor, Inc. Stockholders' Equity                                      1,113,955              1,779,096
Non-controlling Minority Interest (Deficit) in Pimovi, Inc.                       (274,157)               (32,400)
Non-controlling Minority Interest in The Fuelist, LLC                               85,049                     --
                                                                              ------------           ------------
Total Stockholders' Equity                                                         924,846              1,746,696
                                                                              ------------           ------------

Total Liabilities and Stockholders' Equity                                    $  1,117,586           $  1,781,040
                                                                              ============           ============


                 See Notes to Consolidated Financial Statements

                                       17
<PAGE>
                             CHANCELLOR GROUP, INC.
                      Consolidated Statements of Operations
                     Years Ended December 31, 2013 and 2012



                                                                                    2013                   2012
                                                                                ------------           ------------

Revenues:
  Oil, net of royalties paid                                                    $     55,400           $     91,377
  Technology Segment Revenues                                                             --                     --
  Other Operating Income                                                              53,337                 18,750
                                                                                ------------           ------------
Gross Revenues                                                                       108,737                110,127
                                                                                ------------           ------------
Operating Expenses:
  Lease Operating Expenses                                                            39,004                 38,873
  Severance Taxes                                                                      2,546                  3,934
  Other Operating Expenses                                                            37,740                 28,051
  Technology Segment Professional and Consulting Expenses                            791,139                 83,076
  Administrative Expenses                                                            520,186                532,141
  Depreciation and Amortization                                                        5,917                  5,020
                                                                                ------------           ------------
Total Operating Expenses                                                           1,396,532                691,095
                                                                                ------------           ------------

(Loss) From Operations                                                            (1,287,795)              (580,968)
                                                                                ------------           ------------
Other Income (Expense):
  Interest Income                                                                      1,378                  4,079
  Other Income                                                                        11,200                     --
                                                                                ------------           ------------
Total Other Income (Expense)                                                          12,578                  4,079
                                                                                ------------           ------------
Financing Charges:
  Bank Fees Amortization                                                               1,727                  3,478
                                                                                ------------           ------------
Total Financing Charges                                                                1,727                  3,478
                                                                                ------------           ------------

(Loss) Before Provision for Income Taxes                                          (1,276,944)              (580,367)

Provision for Income Taxes (Benefit)                                                      --                     --
                                                                                ------------           ------------

Net (Loss) of Chancellor, Inc.                                                    (1,276,945)              (580,367)

Net Loss attributable to non-controlling interest in Pimovi, Inc.                    241,757                 32,400
Net Loss attributable to non-controlling interest in The Fuelist, LLC                 91,045                     --
                                                                                ------------           ------------

Net (Loss) attributable to Chancellor Group, Inc. Shareholders                  $   (944,142)          $   (547,967)
                                                                                ============           ============
Net (Loss) per Share
  (Basic and Fully Diluted)                                                     $      (0.01)          $      (0.01)
                                                                                ============           ============

Weighted Average Number of Common Shares Outstanding                              71,997,290             69,157,844
                                                                                ============           ============


                 See Notes to Consolidated Financial Statements

                                       18
<PAGE>
                             CHANCELLOR GROUP, INC.
                 Consolidated Statements of Stockholders' Equity
                           December 31, 2013 and 2012



                                    COMMON      COMMON      PREFERRED
                                    STOCK       STOCK       Series B      Paid in     (Accumulated
                                    Shares      Amount       Amount       Capital        Deficit)
                                    ------      ------       ------       -------        --------

Balance at December 31, 2011      67,960,030    $67,960     $     --    $3,498,053     $(1,281,550)

Compensatory Stock Issuances       1,600,000      1,600           --        41,000              --

Net (Loss)                                --         --           --            --        (547,967)
                                  ----------    -------     --------    ----------     -----------
Balance at December 31, 2012      69,560,030     69,560           --     3,539,053      (1,829,517)

Compensatory Stock Issuances       2,200,000      2,200           --       120,800              --

Fuelist Acquisition Stock
 Issuance                          2,000,000      2,000           --       154,000              --

Fuelist Accumulated Deficit
 Prior to 51% Interest
 Acquisition                              --         --           --            --              --

Fuelist Capital Contributions             --         --           --            --              --

Net (Loss)                                --         --           --            --        (944,142)
                                  ----------    -------     --------    ----------     -----------

Balance at December 31, 2013      73,760,030    $73,760     $     --    $3,813,853     $(2,773,659)
                                  ==========    =======     ========    ==========     ===========

                                                  Non-controlling
                                   Chancellor        Interest        Non-controlling       Total
                                  Stockholders'      (deficit)          Interest       Stockholders'
                                     Equity         Pimovi, Inc.      Fuelist, LLC        Equity
                                     ------         ------------      ------------        ------

Balance at December 31, 2011       $2,284,463        $      --         $     --        $ 2,284,463

Compensatory Stock Issuances           42,600               --               --             42,600

Net (Loss)                           (547,967)         (32,400)              --           (580,367)
                                   ----------        ---------         --------        -----------
Balance at December 31, 2012        1,779,096          (32,400)              --          1,746,696

Compensatory Stock Issuances          123,000               --               --            123,000

Fuelist Acquisition Stock
 Issuance                             156,000               --               --            156,000

Fuelist Accumulated Deficit
 Prior to 51% Interest
 Acquisition                               --               --          (29,006)           (29,006)

Fuelist Capital Contributions              --               --          205,100            205,100

Net (Loss)                           (944,142)        (241,757)         (91,045)        (1,276,944)
                                   ----------        ---------         --------        -----------

Balance at December 31, 2013       $1,113,955        $(274,157)        $ 85,049        $   924,846
                                   ==========        =========         ========        ===========

                 See Notes to Consolidated Financial Statements

                                       19
<PAGE>
                             CHANCELLOR GROUP, INC.
                      Consolidated Statements of Cash Flows
                     Years Ended December 31, 2013 and 2012



                                                                          2013                   2012
                                                                      ------------           ------------

Cash Flows From Operating Activities:
  Net (Loss) attributable to Chancellor Group, Inc. Shareholders      $   (944,142)          $   (547,967)
  Adjustments to Reconcile Net (Loss) to Net Cash
   Provided by (Used in) Operating Activities:
     Loss from Non-controlling Interest in Pimovi, Inc.                   (241,757)                    --
     Loss from Non-controlling Interest in The Fuelist, LLC                (91,045)                    --
     Depreciation and Amortization                                           5,918                  5,020
     Stock Compensation Expense                                            123,000                 42,600
     Decrease in Operating Assets                                          (21,415)                67,825
     Increase (Decrease) in Operating Liabilities                           38,989               (136,506)
                                                                      ------------           ------------
Net Cash (Used in) Operating Activities                                 (1,130,453)              (569,028)
                                                                      ------------           ------------
Cash Flows From Investing Activities:
  Investment in Unconsolidated Subsidiary                                       --                (32,400)
  Other Capital Expenditures                                                (4,454)                (9,840)
                                                                      ------------           ------------
Net Cash (Used in) Investing Activities                                     (4,454)               (42,240)
                                                                      ------------           ------------
Cash Flows From Financing Activities:
  Capital Contributions Received from Other Member                          24,300                     --
                                                                      ------------           ------------
Net Cash Provided by Financing Activities                                   24,300                     --
                                                                      ------------           ------------

Net (Decrease) in Cash and Restricted Cash                              (1,110,607)              (611,268)

Cash and Restricted Cash at the Beginning of the Year                    1,725,508              2,336,776
                                                                      ------------           ------------

Cash and Restricted Cash at the End of the Year                       $    614,901           $  1,725,508
                                                                      ============           ============
Supplemental Disclosures of Cash Flow Information:
  Interest Paid                                                       $         --           $         --
                                                                      ============           ============
  Income Taxes Paid                                                   $         --           $     10,917
                                                                      ============           ============
Non Cash Investing and Financing Activities:
  Contributions Payable related to Acquisition of Fuelist, Inc.       $    271,200           $         --
                                                                      ============           ============
  Common Stock issued for Fuelist, LLC Acquisition                    $    156,000           $         --
                                                                      ============           ============
  Goodwill from Fuelist, LLC Acquisition                              $    427,200           $         --
                                                                      ============           ============


                 See Notes to Consolidated Financial Statements

                                       20
<PAGE>
                             CHANCELLOR GROUP, INC.
                   Notes to Consolidated Financial Statements
                           December 31, 2013 and 2012


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 December 31, 2013, Pimovi had not commenced  principal
operations and had no sales or revenues for 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.

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  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 December 31, 2013,  Fuelist had
not  commenced  principal  operations  and had no  sales or  operating  revenues
through December 31, 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.

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  $944,142   and  $547,967  at  December  31,  2013  and  2012,
respectively,  and retained  earnings  deficits of  $2,773,659  and  $1,829,517,
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 December 31, 2013 and
2012, approximately 4 oil wells are actively producing.

                                       21
<PAGE>
We produced a total of 617 and 1,067  barrels of oil in the year ended  December
31, 2013 and 2012, respectively. The oil is light sweet crude.

Both Pimovi and Fuelist were  development  stage  enterprises as of December 31,
2013, with no significant operations other than the ongoing development of their
respective technologies described above.

Significant Accounting Policies

Basis of Presentation and Principles of Consolidation

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   intercompany   accounts  and
transactions have been eliminated in the consolidated financial statements.

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 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 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 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 December 31, 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
three months or less as cash equivalents.

                                       22
<PAGE>
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 deposit  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 December 31, 2013 and 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 which is renewed annually.

Accounts Receivable

The  Company  reviews  accounts   receivable   periodically  for   collectibles,
establishes an allowance for doubtful accounts and records bad debt expense when
deemed necessary.  Based on review of accounts  receivable by management at year
end,  including  credit quality and subsequent  collections  from customers,  an
allowance  for  doubtful  accounts was not  considered  necessary or recorded at
December 31, 2013, and 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.  As of  December  31,  2013,  we
determined there was no impairment of our goodwill.

Property

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.

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.

Depreciation

Equipment is depreciated  over the estimated  useful lifes of the assets,  which
ranged from 5 to 10 years, using the straight-line method.

                                       23
<PAGE>
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 December 31, 2013 and 2012, 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 Tax

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 December 31, 2013 and 2012.

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 2013
and 2012 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.

                                       24
<PAGE>
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 in
bank,  restricted cash,  revenue  receivable and accounts payable 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).

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.

NOTE 2. INCOME TAXES

Income Tax Expense is comprised of the following:

                                                            Fiscal Year
                                                    ---------------------------
                                                       2013             2012
                                                    ----------       ----------

Current federal                                         --               --
Current state and local                                 --               --
Deferred federal, state and local                       --               --

The  difference  between  expected  income tax expense  (benefit)  (computed  by
applying the  statutory  rate of 35% to income  before  income taxes) and actual
income tax expense (benefit) is as follow:

                                       25
<PAGE>

                                                            Fiscal Year
                                                    ---------------------------
                                                       2013             2012
                                                    ----------       ----------

Computed "expected" Tax (Benefit)                   $ (446,931)      $ (203,128)
State and local income taxes, net
 of federal effect                                          --               --
Changes in Valuation Allowance and
 other adjustments                                     446,931          203,128
                                                    ----------       ----------
                                                    $       --       $       --
                                                    ==========       ==========

The tax effects of temporary  differences that give rise to significant portions
of the deferred tax assets and deferred tax liabilities are presented below.

                                                            Fiscal Year
                                                    ---------------------------
                                                       2013             2012
                                                    ----------       ----------
Deferred tax assets:
  Net operating loss carry-forward                  $  527,915       $  414,867
                                                    ----------       ----------
Total deferred tax assets                              527,915          414,867

Valuation allowance against deferred tax assets       (524,414)        (411,212)

Deferred tax assets net of valuation allowance           3,501            3,655

Deferred tax liabilities:
  Property and equipment                                 3,501            3,655
                                                    ----------       ----------
Total deferred tax liabilities                           3,501            3,655
                                                    ----------       ----------
Net deferred tax assets                             $       --       $       --
                                                    ==========       ==========

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 December 31, 2013, the Company had a federal net operating loss carry-forward
of approximately  $2,639,577. A deferred tax asset of approximately $527,915 has
been partially offset by a valuation allowance of approximately  $524,414 due to
federal net operating loss carry-back and carry-forward limitations.

At December 31,  2013,  the Company  also had  approximately  $3,501 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 2010.

                                       26
<PAGE>
NOTE 3. STOCKHOLDERS' EQUITY

Preferred Stock

The Company has provided for the  issuance of 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 are outstanding.

Common Stock

The Company has 250,000,000  authorized shares of common stock, par value $.001,
with 73,760,030 shares issued and outstanding as of December 31, 2013.

During the year ended December 31, 2013,  Chancellor  issued 4,200,000 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,  (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 7 for further  information)  and (4) 200,000  shares issued to
unrelated parties for consulting fees incurred during November 2013.

Stock based Compensation

During 2012, the Company recognized $42,600 in professional fees expense related
to  stock  issued  to  unrelated  parties  for  business   development  services
performed.

During  2013,  the Company  recognized  $123,000 in  professional  fees  expense
related to stock  issued to  unrelated  parties  for  business  development  and
consulting services performed.

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 2013
and 2012, 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 December 31, 2013, the Company had the following outstanding warrants:

                                       27
<PAGE>
                                                                        Weighted
                                 Remaining                               Average
Exercise         Number of    Contractual Life   Exercise Price times   Exercise
 Price            Shares        (in years)         Number of Shares       Price
 -----            ------        ----------         ----------------       -----

$0.025          2,000,000          1                   $ 50,000
$0.020          4,000,000          1                     80,000
$0.125            500,000           .50                  62,500
$0.125            420,000          1.50                  52,500
                ---------                              --------
                6,920,000                              $245,000           $0.035
                =========                              ========

                                                                   Remaining
                                   Number of  Weighted Average  Contractual Life
        Warrants                    Shares     Exercise Price      (in years)
        --------                    ------     --------------      ----------

Outstanding at January 1, 2012     6,920,000       $0.035
                                   ---------       ------
Issued                                    --           --
Exercised                                 --           --
Expired/Cancelled                         --           --
                                   ---------       ------
Outstanding at January 1, 2013     6,920,000       $0.035
                                   ---------       ------
Issued                                    --           --
Exercised                                 --           --
Expired/Cancelled                         --           --

Outstanding at December 31, 2013   6,920,000       $0.035              1.0
                                   ---------       ------           ------

Exercisable at December 31, 2013   6,920,000       $0.035              1.0
                                   =========       ======           ======

NOTE 4. PROPERTY AND EQUIPMENT

A summary of fixed assets at:



                                         Balance                                         Balance
                                       December 31,                                    December 31,
                                          2011            Additions      Deletions         2012
                                        --------          ---------      ---------       --------

Equipment                               $     --          $     --       $     --        $     --
Leases & Lease Equipment                  47,740             9,840             --          57,580
                                        --------          --------       --------        --------
   Total Cost                           $ 47,740          $  9,840       $     --        $ 57,580
                                        ========          ========       ========        ========

Less: Accumulated Depreciation            18,815             5,020             --          23,835
                                        --------          --------       --------        --------
   Total Property and Equipment, net    $ 28,925          $  5,020       $     --        $ 33,745
                                        ========          ========       ========        ========


                                       28
<PAGE>
A summary of fixed assets at:



                                         Balance                                         Balance
                                       December 31,                                    December 31,
                                          2012            Additions      Deletions         2013
                                        --------          ---------      ---------       --------

Equipment                               $     --          $   4,454      $     --        $  4,454
Leases & Lease Equipment                  57,580                  -            --          57,580
                                        --------          ---------      --------        --------
   Total Cost                           $ 57,580          $       -      $     --        $ 62,034
                                        ========          =========      ========        ========

Less: Accumulated Depreciation            23,835              5,917            --          29,752
                                        --------          ---------      --------        --------
   Total Property and Equipment, net    $ 33,745          $   5,917      $     --        $ 32,282
                                        ========          =========      ========        ========


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  $104,500 in consulting fees
related to this agreement for 2013 and also still has $9,500 in related  prepaid
expenses in current assets as of December 31, 2013.

On May 1, 2013,  Fuelist  entered into a lease  agreement  with a related  party
limited  liability  company for the Company's 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 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  $10,800 in sub-lease  rent revenue in other
income and  $11,600 in rent  expense in other  operating  expenses,  relation to
these agreements during the year ended December 31, 2013.

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  $108,000  and  $104,000  annually for those
services  during the years ended  December 31, 2013 and  December 31, 2012.  The
Company has paid  directors fees to a company owned by the chairman of the board
in the amounts of $30,000 and $44,500  during the years ended  December 31, 2013
and December 31, 2012, respectively, and to one other director in the amounts of
$30,000  and  $44,500 in total  during the years  ended  December  31,  2013 and
December 31,  2012,  respectively.  During 2013,  the Company has paid $2,400 in
professional  services  to a  company  owned by the  Chairman  of Board  for the
supervision and storage of company documents

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

                                       29
<PAGE>
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
                                                                     ========

For the period subsequent to the purchase through December 31, 2013,  Chancellor
paid $180,800 towards the contributions payable resulting in $90,400 outstanding
as of December 31, 2013.

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:

                                                    December 31,    December 31,
                                                       2013            2012
                                                     --------        --------

Cash contributions paid by Chancellor to Fuelist     $180,800        $     --
Cash contributions paid by others to Fuelist           24,300              --
Net loss prior to acquisition by Chancellor
 attributable to non-controlling interest             (29,006)             --
Net loss subsequent to acquisition by Chancellor
 attributable to non-controlling interest             (91,045)             --
                                                     --------        --------
Total non-controlling interest in Fuelist            $ 85,049        $     --
                                                     ========        ========

The  following  is a summary of changes in  non-controlling  interest in Fuelist
during the year ended December 31, 2013:

Non-controlling interest in Fuelist at December 31, 2012             $      --
Cash contributions paid by Chancellor to Fuelist                       180,800
Cash contributions paid by others to Fuelist                            24,300
Net losses attributable to non-controlling interest in Fuelist        (120,051)
                                                                     ---------
Non-controlling interest in Fuelist at December 31, 2013             $  85,049
                                                                     =========

All  non-controlling  interest  of  Chancellor  related to Pimovi is a result of
results of operations. Cumulative results of these activities result in:

                                                    December 31,    December 31,
                                                       2013            2012
                                                     --------        --------
Cumulative net loss attributable to
 non-controlling interest in Pimovi                  $(274,057)      $ (32,400)
                                                     ----------      ----------
Total non-controlling interest in Pimovi             $(274,057)      $ (32,400)
                                                     ==========      ==========

                                       30
<PAGE>
The  following  is a summary of changes in  non-controlling  interest  in Pimovi
during the year ended December 31, 2013:

Non-controlling interest in Pimovi at December 31, 2012              $ (32,400)
Net loss attributable to non-controlling interest in Pimovi           (241,757)
                                                                     ---------
Non-controlling interest in Pimovi at December 31, 2013              $(274,157)
                                                                     =========

NOTE 9. SUBSEQUENT EVENTS

Events  occurring  after December 31, 2013 were evaluated  through the date this
Annual 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.

On February 12, 2014, the Board approved the issuance of 490,000 total shares to
two unrelated  individuals for their engineering expertise and advice related to
Fuelist. The shares were issued to both individuals as of February 25, 2014. The
Company will recognize $26,950 in Professional and Consulting Fee Expense in the
first quarter of 2014 related to these shares.

NOTE  10.  SUPPLEMENTAL   INFORMAITON  ON  OIL  AND  GAS  PRODUCING   ACTIVITIES
(UNAUDITED)

The Supplementary  Information on Oil and Gas Producing  Activities is presented
as  required  by  ASC  Topic  932,  "EXTRACTIVE  ACTIVITIES  --  OIL  AND  GAS".
Supplemental  information is provided for the estimated quantities of proved oil
and gas reserves,  future cash flows and the standardized  measure of discounted
future net cash flows associated with proved oil and gas reserves.

Oil and Gas Reserve Quantities

Proved oil and gas  reserves  are those  quantities  of oil and gas,  which,  by
analysis of geoscience and  engineering  data, can be estimated with  reasonable
certainty  to be  economically  producible,  based on  prices  used to  estimate
reserves,  from a given date forward from known  reservoirs,  and under existing
economic  conditions,  operating methods,  and government  regulation before the
time of which contracts  providing the right to operate expire,  unless evidence
indicates  that renewal is reasonably  certain.  Proved  developed  reserves are
proved reserves  expected to be recovered  through  existing wells with existing
equipment and operating  methods or in which the cost of the required  equipment
is relatively  minor  compared with the cost of a new well.  Proved  undeveloped
reserves  are  reserves  that are  expected  to be  recovered  from new wells on
undrilled  acreage,  or from  existing  wells  where a  relatively  large  major
expenditure is required for recompletion.

The table below represents the Company's  estimate of proved oil and natural gas
reserves  attributable  to the Company's net interest in oil and gas properties,
all of which are located in Gray and Hutchinson counties in the Texas panhandle,
based upon the evaluation by the Company and its independent petroleum engineers
of  pertinent  geoscience  and  engineering  data in  accordance  with the SEC's
regulations.  Estimates  of all of  the  Company's  proved  reserves  have  been
prepared by independent reservoir engineers and geoscience professionals and are
reviewed  by members  of the  Company's  senior  management  to ensure  that the
Company  consistently  applies rigorous  professional  standards and the reserve
definitions  prescribed  by the  SEC.  Management  has  elected  not to  include
probable and possible reserves in its reserve studies and related disclosures.

GSM, INC., a registered Petroleum engineering firm in Amarillo,  Texas, prepared
reports of estimated proved reserves of natural gas and oil for our net interest
in  certain  oil and  natural  gas  properties  located  in Gray and  Hutchinson
counties in Texas.

                                       31
<PAGE>


                                                                             Total Future
                    Net Oil       Net Gas                    Total Future     Severance &                 Discounted
                    Reserves     Reserves    Total Future     Projected       Ad Valorem    Future Net    Per Annum
Proved Developed    (Barrels)      (Mcf)     Net Revenue         Cost            Taxes      cash flow       as 10%
----------------    ---------      -----     -----------         ----            -----      ---------       ------

2013
  Producing          20,421         --        $1,854,188       $920,861         $213,232    $  720,099     $276,597

2012
  Producing          21,281         --        $1,982,108       $571,680         $170,461    $1,239,966     $377,885


Presented  below is a summary of changes in  estimated  reserves  of the Company
during the periods ended December 31, 2013 and 2012:

                                                        Oil             Total
                                                      (mmbbl)          (bcfe)
                                                      --------         -------
December 31, 2013
  Proved reserves, beginning of period                  21.281           0.127
  Extensions, discoveries and other additions               --              --
  Revisions of previous estimates                           --              --
  Production                                            (0.617)         (0.006)
  Sale of reserves-in-place                                 --              --
  Purchase of reserves-in-place                             --              --
                                                      --------         -------
Proved reserves, end of period                          20.421           0.123
                                                      ========         =======
Proved developed reserves:
  Beginning of period                                   21.281           0.104
                                                      ========         =======
  End of period                                         20.421           0.123
                                                      ========         =======
December 31, 2012
  Proved reserves, beginning of period                  17.330           0.104
  Extensions, discoveries and other additions               --              --
  Revisions of previous estimates                        5.018           0.029
  Production                                            (1.067)         (0.006)
  Sale of reserves-in-place                                 --              --
  Purchase of reserves-in-place                             --              --
                                                      --------         -------
Proved reserves, end of period                          21.281           0.127
                                                      ========         =======
Proved developed reserves:
  Beginning of period                                   17.330           0.099
                                                      ========         =======
  End of period                                         21.281           0.127
                                                      ========         =======

During 2013,  Chancellor sold .004 bcfe of our proved reserves for approximately
$55,400 in gross revenues.

During 2012,  Chancellor sold .006 bcfe of our proved reserves for approximately
$91,000 in gross revenues.

                                       32
<PAGE>
The aggregate amounts of capitalized costs relating to our oil and gas producing
activities  and  the  aggregate  amounts  of  related   accumulated   depletion,
depreciation, and amortization as of December 31, 2013 and 2012 are as follows.

                                                   Years Ended December 31,
                                                -----------------------------
                                                  2013                 2012
                                                --------             --------

Unproved oil and gas properties                       --                   --
Proved oil and gas properties                   $ 57,580             $ 57,580
Accumulated depreciation, depletion, and
 amortization, and valuation allowances          (29,593)             (23,835)
                                                --------             --------
Net capitalized costs                           $ 27,987             $ 33,745
                                                ========             ========

The costs  incurred by the Company in oil and natural gas property  exploration,
development and acquisition activities are summarized as follows:

                                                   Years Ended December 31,
                                                -----------------------------
                                                  2013                 2012
                                                --------             --------
Acquisition of properties
  Proved                                        $     --             $     --
  Unproved                                            --                   --
Exploration costs                                     --                   --
Development costs                               $     --             $  9,840

The  Company's  results  of  operations  from  oil  and  natural  gas  producing
activities  are presented  below for the years ended December 31, 2013 and 2012.
The following table includes revenues and expenses  associated directly with the
Company's  oil and natural  gas  producing  activities.  It does not include any
interest  costs or  general  and  administrative  costs and,  therefore,  is not
necessarily indicative of the contribution to consolidated net operating results
of the Company's oil and natural gas operations.

                                                   Years Ended December 31,
                                                -----------------------------
                                                  2013                 2012
                                                --------             --------
Revenues
  Sales, net of royalties paid                  $ 55,400             $ 91,377
  Transfers                                           --                   --
                                                --------             --------
      Total Revenues                              55,400               91,377
Production costs                                 (79,290)             (70,858)
Exploration expenses                                  --                   --
Depreciation, depletion and
 amortization and valuation provisions            (5,758)              (5,020)
Income tax expenses (benefits)                        --                   --
                                                --------             --------
Results of operations from producing
 activities (excluding corporate overhead
 and interest costs)                            $(29,648)            $ 15,499
                                                ========               ========

The principal sources of change in the standardized measure of discounted future
net cash flows for the years ended December 31, 2013 and 2012 are as follows:

                                       33
<PAGE>
                                                       Years Ended December 31,
                                                     --------------------------
                                                       2013              2012
                                                     --------          --------
Net change in sales and transfer prices and
 in production (lifting) costs related to
 future production                                   $218,057          $ 80,375
Changes in estimated future development costs              --                --
Sales and transfers of oil and gas produced
 during the period, net of production taxes           (55,400)          (91,377)
Net change due to purchase of minerals in place            --                --
Net change due to revisions in quantity estimates     (61,369)          142,344
Previously estimated development costs incurred
 during the period                                         --                --
Accretion of discount                                      --                --
Net change due to sale of minerals in place                --                --
Net change in income taxes                                 --                --
                                                     --------          --------
Aggregate change in the standardized measure of
 discounted future net cash flows for the year       $101,288          $131,342
                                                     ========          ========

Standardized Measure of Discounted Future Net Cash Flows

The standardized  measure of discounted cash flows and summary of the changes in
the  standardized  measure  computation  from  year  to  year  are  prepared  in
accordance with ASC Topic 932. The assumptions  that underlie the computation of
the standardized measure of discounted cash flows may be summarized as follows:

     *    the  standardized  measure  includes the Company's  estimate of proved
          oil, natural gas and natural gas liquids reserves and projected future
          production volumes based upon economic conditions;
     *    pricing  is applied  based  upon  12-month  average  market  prices at
          December  31, 2013 and  December 31,  2012.  The  calculated  weighted
          average per unit prices for the Company's  proved  reserves and future
          net revenues were as follows:

                                                       At December 31,
                                                   ---------------------
                                                     2013          2012
                                                   -------       -------

          Oil (per barrel)                         $ 90.80       $ 93.14
          Natural gas (per Mcf)                    $   n/a       $   n/a

     *    future  development  and production  costs are  determined  based upon
          actual cost at year-end;
     *    the standardized  measure includes  projections of future  abandonment
          costs based upon actual costs at year-end; and
     *    a discount  factor of 10% per year is applied  annually  to the future
          net cash flows.

                                       34
<PAGE>
ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
        FINANCIAL DISCLOSURE.

None.

ITEM 9A(T). CONTROLS AND PROCEDURES.

As  supervised  by our  Board  of  Directors  and our  principal  executive  and
principal  financial officer,  management has established a system of disclosure
controls and procedures and has evaluated the effectiveness of that system.  The
system and its  evaluation  are  reported  on in the below  Management's  Annual
Report on Internal Control over Financial Reporting.  Based on the evaluation of
our controls and procedures  (as defined in Rule 13a-15(e)  under the Securities
Exchange Act of 1934, as amended (the "Exchange Act")) required by paragraph (b)
of Rule 13a-15, our principal executive and financial officer has concluded that
our disclosure controls and procedures as of December 31, 2013, are effective to
ensure that  information  required to be  disclosed by us in the reports that we
file or submit under the Exchange Act is (x)  accumulated  and  communicated  to
management,   including  our  principal  executive  and  financial  officer,  as
appropriate  to allow timely  decisions  regarding  required  disclosure and (y)
recorded,  processed,  summarized and reported within the time periods specified
by the SEC's rules and forms.

MANAGEMENT'S ANNUAL REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING:

Management is responsible for  establishing  and maintaining  adequate  internal
control over financial  reporting,  as such term is defined in Rule 13a-15(f) of
the  Exchange  Act.  Internal  control  over  financial  reporting  is a process
designed to provide reasonable  assurance regarding the reliability of financial
reporting and the preparation of financial  statements for external  purposes in
accordance with U.S. generally accepted accounting principles.

Management  assessed  the  effectiveness  of  internal  control  over  financial
reporting as of December 31, 2013.  Management carried out this assessment using
the  criteria of the  Committee  of  Sponsoring  Organizations  of the  Treadway
Commission (COSO) in Internal Control--Integrated Framework.

This  annual  report does not include an  attestation  report of our  registered
public  accounting  firm regarding  internal  control over financial  reporting.
Management's  report was not subject to  attestation  by our  registered  public
accounting  firm,  pursuant to rules of the Securities  and Exchange  Commission
that  permit us to  provide  only  management's  report in this  annual  report.
Management  concluded  in this  assessment  that as of December  31,  2013,  our
internal control over financial reporting is effective.

There have been no  significant  changes in our internal  control over financial
reporting (as defined in Rules  13a-15(f) and 15d-15(f)  under the Exchange Act)
for the year ended  December  31,  2013 that have  materially  affected,  or are
reasonably  likely to materially  affect,  our internal  control over  financial
reporting.

ITEM 9B. OTHER INFORMATION.

None

                                    PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE GOVERNANCE.

The  Directors of the  Registrant  as of the date of this annual  report on Form
10-K are as follows:


                                                                    Served as a
Name                   Age               Position                 Director since
----                   ---               --------                 --------------
Maxwell Grant          76          Chairman and Director          May 23, 2007
Dudley Muth            74          Director                       March 31, 2009

                                       35
<PAGE>
All Directors of the Company hold office until successors are elected  according
to the Company's by-laws.

The Officers of the Registrant as of the date of this annual report on Form 10-K
are as follows:

                                                                    Served as a
Name                   Age               Position                  Officer since
----                   ---               --------                  -------------
Maxwell Grant          76          Chief Executive Officer and     May 23, 2007
                                   Principal Financial Officer

Officers of the Company are elected by the Board of  Directors  according to the
Company's  by-laws and hold office  until their death,  resignation,  or removal
from office.

Maxwell  Grant  whose  company,   Koala  Pictures,   is   Chancellor's   largest
stockholder,  has a  business  degree  and a  journalism  diploma  in 1960  from
Melbourne University.  A former international journalist and university lecturer
in the early 1960's in labor relations at Monash University,  Melbourne, his New
York-published  novels have been  translated  into several  languages.  His wide
range of  interests  include TV and film  production,  film  financing  and more
recently  oil and  gas.  For the last  three  years,  Mr.  Grant  has  primarily
concentrated  on locating a suitable  acquisition  for the Company and worked on
several other film and investment projects. He co-founded in the late 1990's and
was a 19% shareholder of Majestic Film Management Limited, Melbourne, Australia,
which raised several million dollars for international feature films for Village
Roadshow  Pictures.  The  film  JOEY,  which  he  conceived  and on which he was
Associate Producer,  was sold internationally to MGM. Mr. Grant devoted his time
and efforts to locate for  Chancellor  its producing  oil and gas  properties in
Texas. He participated in negotiations on behalf of the Company for the purchase
of the  property  and  identified  the sources of  financing  for the Company to
complete the acquisitions.

Mr.  Dudley  Muth  is a Los  Angeles  attorney  and a  broker-dealer  compliance
officer.  From  January 2009 to the  present,  Mr. Muth has been the  Compliance
Director/Counsel  for BMA  Securities,  Rolling Hills Estates,  California,  and
prior   thereto   from  March  to   December   2008,   he  was  the   Compliance
Director/Consultant  for Financial  West Group,  Los Angeles,  California.  From
October 2002 to February,  2008, Mr. Muth was the Director of Compliance for the
Shemano Group, Los Angeles, California. Mr. Muth received a BA in Economics from
Pomona College in 1961, an MBA in Accounting  and Industrial  Relations from the
University of California  Los Angeles in 1963,  and a JD from the  University of
Southern California School of Law in 1966. Mr. Muth began his career with Arthur
Andersen & Co. in their tax department  specializing  in oil and gas taxation in
Los Angeles. He has worked in the securities industry since the early 1970's, as
an attorney and compliance director. From 1977 to 1979 he served as a compliance
officer  with the Pacific  Stock  Exchange.  He has served as  president  of two
listed REIT's and since 1975 as a Director of Ojai Oil Company,  a small oil and
gas and real estate company in Camarrilo,  California. Mr. Muth was previously a
member of our Board of  Directors,  and had resigned from our Board in November,
2008. In connection  with the  preparation of our Annual Report on Form 10-K for
our fiscal year ended December 31, 2007, filed on April 7, 2008, he informed the
Company  that,  he had  inadvertently  neglected  to advise the  Company as to a
Financial Industry Regulatory Authority ("FINRA") regulatory disciplinary action
within  the past  several  years in which he was  fined  $2,500  by  reason of a
temporary  net  capital  violation  of a  broker  dealer  for  which  he was the
regulatory  operative  contact  with  FINRA,  such fine  having been paid by the
company with which he was then associated.

SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE

No person who at any time during the fiscal year ended  December  31, 2013 was a
director,  officer or  beneficial  owner of more than ten  percent  (10%) of our
common stock  failed to file on a timely  basis the reports  required by Section
16(a) of the Exchange Act during the fiscal year ended December 31, 2013.

CODE OF CONDUCT

Our board of directors  has adopted a Code of Ethics that is  applicable  to our
principal executive and financial officer,  our principal accounting officer and
our controller or to persons performing  similar functions for the Company.  The

                                       36
<PAGE>
Company will provide, free of charge, a copy of its Code of Ethics to any person
who submits a written request for a copy of the Code of Ethics,  such request to
be submitted via first class or certified  mail addressed to the Company at P.O.
Box 509, Amarillo, TX 79105-0509.

ITEM 11. EXECUTIVE COMPENSATION.

Compensation  paid to Officers is set forth in the  Summary  Compensation  Table
below.  The Company may  reimburse  its Officers  for any and all  out-of-pocket
expenses incurred relating to the business of the Company.

                           SUMMARY COMPENSATION TABLE



                                                                   Non-Equity      Nonqualified
 Name and                                                          Incentive         Deferred
 Principal                                   Stock      Option        Plan         Compensation     All Other
 Position       Year  Salary($)  Bonus($)   Awards($)  Awards($)  Compensation($)   Earnings($)   Compensation($)  Totals($)
 --------       ----  ---------  --------   ---------  ---------  ---------------   -----------   ---------------  ---------

Maxwell Grant,  2012     --         --         --         --            --              --           $148,500       $148,500
Chairman of     2013     --         --         --         --            --              --           $138,000       $138,000
the Board of
Directors (1)


----------
(1)  Mr. Grant owns 100% of the equity  interests in Koala Pictures  Proprietary
     Ltd.  ("Koala") and Axis Network  Proprietary  Ltd. In 2012 and 2013, Koala
     was paid $104,000 and $108,000, respectively, annually in consulting fees.

In addition, Mr. Grant was paid $30,000 in cash, and $14,500 in stock awards, in
2012  in  director's  fees.  Mr.  Grant  was  paid  $30,000,  in cash in 2013 in
director's fees.

Compensation paid to Directors is set forth in the Director  Compensation  Table
below.  The Company may reimburse  its  Directors for any and all  out-of-pocket
expenses incurred relating to the business of the Company.

                              DIRECTOR COMPENSATION



                   Fees                              Non-Equity      Nonqualified
                  Earned                             Incentive         Deferred
                 Paid in      Stock      Option        Plan          Compensation      All Other
    Name         Cash($)     Awards($)  Awards($)  Compensation($)    Earnings($)    Compensation($)   Total($)
    ----         -------     ---------  ---------  ---------------    -----------    ---------------   --------

Maxwell Grant    $30,000         --        --            --               --              --            $30,000
Dudley Muth      $30,000         --        --            --               --              --            $30,000


The Board of Directors  has  discussed and analyzed  risks  associated  with the
Company's  compensation  policies and practices  for executive  officers and all
employees  generally  including,  but not  limited to,  eligibility,  effects on
retention,  balance of objectives,  alignment with stockholders,  affordability,
possible unintended consequences and governance.  The Board of Directors did not
identify any risks arising from these policies or practices reasonably likely to
have a material adverse effect on the Company.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND
         RELATED STOCKHOLDER MATTERS.

The following  table sets forth,  as of March 27, 2014, on which date 74,250,030
shares of common stock were  outstanding,  the ownership of each person known by

                                       37
<PAGE>
the  Registrant  to be the  beneficial  owner  of  five  percent  or more of the
Company's common stock, each Officer and Director individually and all Directors
and Officers of the Registrant as a group.

                                                         No. of          % of
    Name                                                 Shares        Class(1)
    ----                                                 ------        --------
Maxwell Grant (2)             Chairman and Director    24,813,800        31.91%
Dudley Muth                   Director                  3,275,000         4.21%
Directors and Executive
 Officers as a Group                                   28,088,800        33.13%

----------
(1)  Beneficial  ownership is  determined  in  accordance  with the rules of the
     Securities  and  Exchange  Commission  and  generally  includes  voting  or
     investment power with respect to securities. Shares of common stock subject
     to  options  or  conversion  rights  that  are  currently   exercisable  or
     exercisable within 60 days of March 25, 2013, are deemed to be beneficially
     owned by the person  holding such  securities  for the purpose of computing
     the  percentage  of  ownership  of such  person,  but are  not  treated  as
     outstanding  for the purpose of computing the  percentage  ownership of any
     other person.
(2)  Mr. Grant owns 100% of the equity  interests in Koala Pictures  Proprietary
     Ltd.  ("Koala") which owns 21,803,800  shares of common stock.  Mr. Grant's
     address is c/o the  Company,  P.O. Box 509,  Amarillo,  TX  79105-0509.  As
     previously  reported,  Koala holds  warrants  expiring  December,  2014, to
     purchase  2,500,000 shares of common stock at an exercise price of $.02 per
     share.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR
INDEPENDENCE.

The Company has used the services of a consulting  company owned by the Chairman
of the Board.  The Company has paid  $108,000  and  $104,000  annually for those
services  during the years ending  December 31, 2013 and December 31, 2012.  The
Company has paid  directors fees to a company owned by the chairman of the board
in the amounts of $30,000 and $44,500  during the years ended  December 31, 2013
and December 31, 2012, respectively, and to one other director in the amounts of
$30,000  and  $44,500 in total  during the years  ended  December  31,  2013 and
December 31,  2012,  respectively.  During 2013,  the Company has paid $2,400 in
professional  services  to a  company  owned by the  Chairman  of Board  for the
supervision  and  storage of company  documents.  Also during the year a private
company owned and  controlled  by the Chairman  purchased 5% of Pimovi Inc. from
Co-Founder, Kasian Franks, for $50,000.

DIRECTOR INDEPENDENCE

As noted  above,  the  Company's  stock is not listed on a  national  securities
exchange or in an inter-dealer  quotation system which has  requirements  that a
majority of the board of directors be  independent.  The Board of Directors  has
determined,  using the independence requirements established by the NASDAQ Stock
Market and the SEC,  that all of the current  members of the Board of  Directors
other than Maxwell Grant are independent.  The Board of Directors has considered
and  applied all facts and  circumstances  relating to a director in making this
determination.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

(1) Audit Fees.
The aggregate fees billed by our current independent  auditors,  StarkSchenkein,
LLP.,  for  professional  services  rendered  for  the  audit  of our  financial
statements for the year ending December 31, 2013 and for review of our quarterly
financial statements during 2013 was approximately $30,000.

                                       38
<PAGE>
The aggregate fees billed by our current independent  auditors,  StarkSchenkein,
LLP.,  for  professional  services  rendered  for  the  audit  of our  financial
statements  for the  years  ending  December  31,  2012  and for  review  of our
quarterly financial statements during 2012 was $32,000.

(2) Audit-Related Fees.
There have been no audit-related fees billed by our auditors in each of the last
two fiscal years of our Company.

(3) Tax Fees.
There  have  been no tax fees  billed  by our  auditors  in each of the last two
fiscal years of our Company.

(4) All Other Fees.
There have been no other  fees  billed by our  auditors  in each of the last two
fiscal years of our Company.

(5) It is the policy of our Board of  Directors  that before the  accountant  is
engaged to render audit or non audit services, the engagement is approved by the
Board of Directors that is at present acting as the Audit Committee.  All of the
services  described  above under the caption  "Audit Fees" were  approved by the
Board of Directors.

(6) Not applicable.

ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

(a)(3) Exhibits

2.1      Plan of  Reorganization  dated  March 1,  2008,  filed  with the United
         States  Bankruptcy Court for the Northern  District of Texas,  Amarillo
         Division, filed herewith.

3.1      Certificate  of  Incorporation  of  Nighthawk   Capital,   Inc.  (Utah)
         (incorporated by reference to Exhibit 2.1 to the Company's Registration
         Statement  on Form  10-SB12G,  filed with the  Securities  and Exchange
         Commission on April 5, 2000).

3.2      Articles  on  Incorporation  on  Nighthawk   Capital,   Inc.   (Nevada)
         (incorporated by reference to Exhibit 2.2 to the Company's Registration
         Statement  on Form  10-SB12G,  filed with the  Securities  and Exchange
         Commission on April 5, 2000).

3.3      Articles of Merger of Nighthawk  Capital,  Inc.  (Utah) into  Nighthawk
         Capital, Inc. (Nevada) (incorporated by reference to Exhibit 2.3 to the
         Company's  Registration  Statement  on Form  10-SB12G,  filed  with the
         Securities and Exchange Commission on April 5, 2000).

3.4      By-Laws  (incorporated  by  reference  to Exhibit 2.4 to the  Company's
         Registration Statement on Form 10-SB12G,  filed with the Securities and
         Exchange Commission on April 5, 2000).

3.5      Amendments to the Articles of Incorporation of Nighthawk Capital, Inc.,
         dated as of March 26, 1996.

3.6      Certificate  of Amendment of Articles of  Incorporation  of  Chancellor
         Group, Inc., dated as of February 25, 2000.

10.1     Agreement and Plan of  Reorganization,  dated October 19, 2000, between
         Chancellor Group, Inc. and Southwin  financial,  Ltd.  (incorporated by
         reference to Exhibit No. 10.1 to the Company's  Current  Report on Form
         8-K, filed with the Securities and Exchange  Commission on November 21,
         2000).

10.2     Term Sheet for Investment in Pimovi, Inc. (incorporated by reference to
         Exhibit 10.2 to the Annual  Report on Form 10-K filed by the Company on
         March 25, 2013 with the Securities and Exchange Commission).

                                       39
<PAGE>
10.3     Binding Term Sheet for Investment in The Fuelist, LLC, dated August 15,
         2013  (incorporated  by reference to Exhibit No. 10.1 to the  Company's
         Current  Report on Form 8-K,  filed with the  Securities  and  Exchange
         Commission on August 20, 2013).

21       Subsidiaries of the Registrant (Incorporated by reference to page 1 of
         this Annual Report on Form 10-K)*

23.1     Report and Consent of GSM, Inc.*

31       Certification  of  Chief  Executive  Officer  and  Principal  Financial
         Officer  Pursuant  to Section  302 of The  Sarbanes  Oxley Act of 2002.
         Filed herewith.

32       Certification  of  Chief  Executive  Officer  and  Principal  Financial
         Officer  Pursuant  to 18 U.S.C.  Section  1350 as adopted  pursuant  to
         Section 906 of the Sarbanes-Oxley Act of 2002. Filed herewith.

99.1     Evaluation of Oil and Gas Reserves as of December 31, 2013, prepared by
         GSM, INC., a registered petroleum engineering firm located in Amarillo,
         Texas.*

99.2     Evaluation of Oil and Gas Reserves as of December 31, 2012, prepared by
         GSM, INC., a registered petroleum engineering firm located in Amarillo,
         Texas  (incorporated  by reference to Exhibit 99.1 to the Annual Report
         on Form 10-K filed by the Company on March 29, 2013 with the Securities
         and Exchange Commission).

101*     Interactive Data Files pursuant to Rule 405 of Regulation S-T.

----------
*  Filed herewith

                                       40
<PAGE>
                                   SIGNATURES

Pursuant to the requirements of Section 12(g) of the Securities  Exchange Act of
1934,  the  Registrant has duly caused this Report to be signed on its behalf by
the undersigned, thereunto duly authorized, on March 27, 2014.

                                         CHANCELLOR GROUP, INC.


                                         By: /s/ Maxwell Grant
                                            ------------------------------------
                                            Maxwell Grant
                                            Chief Executive Officer and
                                            Principal Financial Officer

Pursuant to the requirements of the Securities Exchange Act of 1934, this Report
has been signed below by the  following  persons on behalf of the  Registrant in
the capacities indicated, on March 27, 2014.


/s/ Maxwell Grant
-----------------------------------------
Maxwell Grant
Chief Executive Officer and Director


/s/ Dudley Muth
-----------------------------------------
Dudley Muth
Director

                                       41