X0303 4 2009-07-13 0 0000894544 CHANCELLOR GROUP INC/ CHAG 0001172704 KOALA PICTURES PTY LTD PO BOX 5103 BURNLEY 3121 VICTORIA AUSTRALIA C3 00000 AUSTRALIA 0 0 1 0 Common Stock 2009-07-13 4 A 0 150000 0.03 A 21812253 D Common Stock 2009-07-13 4 A 0 1000000 0.00 A 0 D Warrants 0.02 2009-08-10 4 A 0 2500000 0.00 A 2009-08-10 2014-12-31 Common Stock 2500000 2500000 D Koala Pictures Proprietary Ltd. ("Koala") is controlled by Maxwell Grant, CEO of the company, who is the beneficial owner of securities owned directly by Koala. Of the shares of common stock shown as being owned beneficially in table 1, 8,453 shares of common stock are held by Axis Network, an affiliate of Koala, whose beneficial owner is Maxwell Grant. Issued for services of Maxwell Grant as a director. Issued as replacement shares for Koala shares transferred for corporate debt. Issued in replacement of previously issued warrant expiring December 31, 2009. /s/ Maxwell Grant 2009-08-11