United
States
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C. 20549
 
 
 **FORM
10-QSB**
 
 
 **[X]
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)**
 **OF
THE SECURITIES EXCHANGE ACT OF 1934**
 
 For the
First Quarter ended March 31,
2005
 
 Commission
File Number: 0-30565
 
 **Austin
Chalk Oil and Gas, Ltd.**
 
 Nevada 91-2014670
 (Jurisdiction
of Incorporation) (I.R.S.
Employer Identification No.)
 
 5868
Westheimer, Suite 233, Houston TX 77057
 (Address of
principal executive offices)      (Zip
Code)
 
 
 Registrant's
telephone number, including area code:  (713)
780-7633
 
 As of March 31,
2005 the
Total Issued and Outstanding was 96,460,736
 
 Transitional
Small Business Disclosure Format (check one): yes [ ] no [X]
 
 
 
 ***Page
- 1***
 
 
 ****
 **PART
I: FINANCIAL INFORMATION**
 
 ****
 **Item
1. Financial Statements.**
 
 The
financial statements, for the three months ended March 31, 2005, included herein
have been prepared by the Company, without audit pursuant to the rules and
regulations of the Securities and Exchange Commission. Certain information and
footnotes disclosure normally included in financial statements prepared in
accordance with generally accepted accounting principles have been condensed or
omitted pursuant to such rules and regulations, although the Company believes
that the disclosures are adequate to make the information not
misleading.
 
 The
Remainder of this Page is Intentionally left Blank
 
 
 
 
 
 ***Page
- 2***
  
 **Austin
Chalk Oil & Gas, LTD**
 
 Financial
Statements
 
 March
31,2005
 
 
 
 ***Page
- 3***
 
 **Austin
Chalk Oil & Gas, LTD.**
 (a
Development Stage Company)
 Balance
Sheets
 March
      31,
    
    
    December
      31,2005
    
    
    2004**ASSETS**
    
    
    (Unaudited)Current
      AssetsCash
    
    $
    39,374
    
    $
    44,909Total
      Current Assets
    
    
    39,374
    
    
    44,909Investment
      - Oil Properties
    
    
    74,500
    
    
    74,500Total
      Assets
    
    $
    113,874
    
    $
    119,409**LIABILITIES
      AND STOCKHOLDERS' EQUITY**Current
      LiabilitiesAccounts
      Payable
    
    $
    195
    
    $
    195Notes
      Payable - Related Party
    
    
    30,119
    
    
    19,287Notes
      Payable
    
    
    24,970
    
    
    24,970Total
      Current Liabilities
    
    
    55,284
    
    
    44,452Total
      Liabilities
    
    
    55,284
    
    
    44,452Stockholders'
      EquityCommon
      Stock, Authorized 100,000,000 Shares of $.001 Par Value,96,460,736
      and 96,460,736 shares issued and outstanding respectively
    
    
    96,460
    
    
    96,460Additional
      Paid in Capital
    
    
    1,262,501
    
    
    1,262,501Subscription
      Receivable
    
    
    (2,500
    )
    
    (2,500
    )Accumulated
      Deficit
    
    
    (1,297,871
    )
    
    (1,281,504
    )Total
      Stockholders' Equity
    
    
    58,590
    
    
    74,957Total
      Liabilities and Stockholders' Equity
    
    $
    113,874
    
    $
    119,409




***Page
- 4***
 
 **Austin
Chalk Oil & Gas, LTD.**
 (a
Development Stage Company)
 Statements
of Operations
 (Unaudited)
 For
      the three
    
    
    For
      the three
    
    
    From
      Inceptionmonths
      ended
    
    
    months
      ended
    
    on
      December 16, 1998March
      31,
    
    
    March
      31,
    
    
    thru
      March 31,2005
    
    
    2004
    
    
    2005Revenues
    
    $
    -
    
    $
    -
    
    $
    -Operating
      ExpensesGeneral
      & Administrative
    
    
    16,367
    
    
    91,601
    
    
    984,736Total
      Operating Expenses
    
    
    16,367
    
    
    91,601
    
    
    984,736Operating
      Income (Loss) before discontinued operations
    
    
    (16,367
    )
    
    (91,601
    )
    
    (984,736
    )(Loss)
      from discontinued operations
    
    
    -
    
    
    -
    
    
    (443,238
    )(Loss)
      from disposal of discontinued operations
    
    
    -
    
    
    -
    
    
    133,499Net
      (loss) from operations
    
    
    (16,367
    )
    
    (91,601
    )
    
    (1,294,475
    )Other
      Income (Expense)Impairment
      Loss
    
    
    
    
    
    
    
    
    -Miscellaneous
      Income
    
    
    -
    
    
    -
    
    
    -Interest
      Expense
    
    
    -
    
    
    (3,396
    )
    
    (3,396
    )Total
      Other Income (Expense)
    
    
    -
    
    
    (3,396
    )
    
    (3,396
    )Net
      Income (Loss)
    
    $
    (16,367
    )
    $
    (94,997
    )
    $
    (1,297,871
    )Net
      Income (Loss) Per Share
    
    $
    (0.00
    )
    $
    (0.05
    )
    $
    (0.09
    )Weighted
      Average Shares Outstanding
    
    
    96,460,535
    
    
    1,794,403
    
    
    14,631,540


***Page
- 5***
  **Austin
Chalk Oil & Gas, LTD.**
 (a
Development Stage Company)
 Statements
of Cash Flows
 (Unaudited)
  For
      the three months ended
    
    
    From
      inceptionMarch
      31,
    
    on
      December 16, 1998to
      March 31,2005
    
    
    2004
    
    
    2005Cash
      Flows from Operating ActivitiesNet
      Income (Loss)
    
    $
    (16,367
    )
    $
    (94,997
    )
    $
    (1,297,871
    )Adjustments
      to Reconcile Net Loss to Net CashProvided
      by Operations:Bad
      debt expense
    
    
    -
    
    
    -
    
    
    11,154Stock
      Issued for Services
    
    
    -
    
    
    -
    
    
    700,629Stock
      Issued for stisfaction of payables
    
    
    
    
    
    
    
    
    367,652Stock
      options issued for services
    
    
    -
    
    
    -
    
    
    30,000Change
      in Assets and Liabilities(Increase)
      in Accounts Payable -related
    
    
    10,832
    
    
    -
    
    
    30,119Increase
      (Decrease) in Accounts Payable and Accrued Expenses
    
    
    -
    
    
    94,978
    
    
    14,204Net
      Cash Provided(Used) by Operating Activities
    
    
    (5,535
    )
    
    (19
    )
    
    (144,113
    )Cash
      Flows from Investing ActivitiesCash
      paid for notes receivable
    
    
    -
    
    
    -
    
    
    (63,993
    )-
    
    
    
    
    
    -
    
    
    (74,500
    )Net
      Cash Provided (Used) by Investing Activities
    
    
    -
    
    
    -
    
    
    (138,493
    )Cash
      Flows from Financing ActivitiesCash
      received from notes payable
    
    
    -
    
    
    -
    
    
    35,000Payments
      on notes payable
    
    
    -
    
    
    -
    
    
    (10,030
    )Cash
      received from subscription receivable
    
    
    -
    
    
    -
    
    
    9,800Cash
      received from spin-off
    
    
    -
    
    
    -
    
    
    3,710Common
      stock issued for cash
    
    
    -
    
    
    -
    
    
    283,500Net
      Cash Provided(Used) by Financing Activities
    
    
    -
    
    
    -
    
    
    321,980Increase
      (Decrease) in Cash
    
    
    (5,535
    )
    
    (19
    )
    
    39,374Cash
      and Cash Equivalents at Beginning of Period
    
    
    44,909
    
    
    26
    
    
    -Cash
      and Cash Equivalents at End of Period
    
    
    39,374
    
    
    7
    
    $
    39,374Cash
      Paid For:Interest
    
    $
    -
    
    $
    -
    
    $
    -Income
      Taxes
    
    $
    -
    
    $
    -
    
    $
    -
 
 
 
 
 
 ***Page
- 6***
   **Austin
Chalk Oil & Gas, LTD**
 Notes to
the Financial Statements
 March
31,2005
 
 
 
 GENERAL
 
 Austin
Chalk Oil & Gas, LTD  (the Company) has elected to omit substantially
all footnotes to the financial statements for the three months ended March 31,
2005 since there have been no material changes (other than indicated in other
footnotes) to the information previously reported by the Company in their Annual
Report filed on Form 10-KSB for the fiscal year ended December 31,
2004.
 
 
 UNAUDITED
INFORMATION
 
 The
information furnished herein was taken from the books and records of the Company
without audit. However, such information reflects all adjustments which are, in
the opinion of management, necessary to properly reflect the results of the
interim period presented. The information presented is not necessarily
indicative of the results from operations expected for the full fiscal
year.
 
 
 ***Page
- 7***
 
 **Item
2. Discussion and Analysis or Plan of Operation** **.**
 
 **(** **a** **)
Plan of Operation for the next twelve months** **.** Our plan
of operation is substantially unchanged from our annual report for the year
ended December 31, 2004.
 
 **(** **b** **)
Discussion and Analysis of Financial Condition and Results of
Operations** **.** We have
enjoyed no revenues during the periods covered by this report or corresponding
periods during the previous fiscal year.
 
 **PART
II: OTHER INFORMATION**
 
 
 **Item
1. Legal Proceedings.** None.
 
 **Item
2. Changes in Securities.** None.
 
 **Item
3. Defaults on Senior Securities.** None.
 
 **Item
4. Submission of Matters to Vote of Security Holders** . None
 **Item
5. Other Information** .
None.
 
 **Item
6. Exhibits and Reports on Form 8-K.**
 
 31.  Section
302 Certification
 
 32.  Certification(s)
Pursuant to 18 USC Section 1350;
 
 ***Page
- 8***
 
 ****
 **SIGNATURES**
 
 Pursuant
to the requirements of the Securities Exchange Act of 1934, this Form 10-Q
Report for the Quarter ended March 31, 2005, has been signed below by the
following person on behalf of the Registrant and in the capacity and on the date
indicated.
 
 ******
 ***Austin
Chalk Oil & Gas, Inc.***
 Dated:
May 15, 2005  by
 
 
 
 /s/
Marlen L. Roepke
 Marlen L.
Roepke
 Secretary/Director
 
  
 ***Page
- 9***
 
 
 
 **Exhibit
31**
 
 **Section
302 Certification**
 
 
   
 ***Page
- 10***
 ****
 ****
 ****
 **CERTIFICATIONS
PURSUANT TO SECTION 302**
 
 I,Marlen
      L. Roepke,
      certify that:
 
 1. I have
reviewed this quarterly report on Form 10-QSB of *Austin
Chalk Oil & Gas, Inc.* .;
 
 2. Based
on my knowledge, this quarterly report does not contain any untrue statement of
a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such statements were
made, not misleading with respect to the period covered by this quarterly
report;
 
 3. Based
on my knowledge, the financial statements, and other financial information
included in this quarterly report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this quarterly report;
 
 4. The
registrant's other certifying officers and I are responsible for establishing
and maintaining disclosure controls and procedures (as defined in Exchange Act
Rules 13a-14 and 15d-14) for the registrant and have:
 
 a)
      designed such disclosure controls and procedures to ensure that material
      information relating to the registrant, including its consolidated
      subsidiaries, is made known to us by others within those entities,
      particularly during the period in which this quarterly report is being
      prepared;
 
 b)
      evaluated the effectiveness of the registrant's disclosure controls and
      procedures as of a date within 90 days prior to the filing date of this
      quarterly report (the "Evaluation Date");
and
 
 c)
      presented in this quarterly report our conclusions about the effectiveness
      of the disclosure controls and procedures based on our evaluation as of
      the Evaluation Date;
 
 5. The
registrant's other certifying officers and I have disclosed, based on our most
recent evaluation, to the registrant's auditors and the audit committee of
registrant's board of directors (or persons performing the equivalent
functions):
 
 a)
      all significant deficiencies in the design or operation of internal
      controls which could adversely affect the registrant's ability to record,
      process, summarize and report financial data and have identified for the
      registrant's auditors any material weaknesses in internal controls;
      and
 
 b)
      any fraud, whether or not material, that involves management or other
      employees who have a significant role in the registrant's internal
      controls; and
 
 6. The
registrant's other certifying officers and I have indicated in this quarterly
report whether there were significant changes in internal controls or in other
factors that could significantly affect internal controls subsequent to the date
of our most recent evaluation, including any corrective actions with regard to
significant deficiencies and material weaknesses.
 
 Dated:
May 15, 2005  by
 
 
 
 /s/
Marlen L. Roepke
 Marlen L.
Roepke
 Secretary/Director
 
   
 ***Page
- 11***
 
 
 
 
 **Exhibit
32**
 
 **CERTIFICATION
PURSUANT TO 18 USC SECTION 1350**
 
 
   
 ***Page
- 12***
 
 **CERTIFICATION
PURSUANT TO 18 U.S.C. SECTION 1350**
 
 **AS
ADOPTED PURSUANT TO SECTION 906 OF THE**
 **SARBANES-OXLEY
ACT OF 2002**
 
 
 
 In
connection with the Quarterly Report of *Austin
Chalk Oil & Gas, Inc.* a Nevada
corporation (the "Company"), on 10-QSB for March 31, 2005 as filed with the
Securities and Exchange Commission (the "Report"), I, Marlen L.
Roepke, (
Officer Director of the Company, on March 31, 2005), certify, pursuant to 906 of
the Sarbanes-Oxley Act of 2002 (18 U.S.C. 1350), that to my
knowledge:
 
 
 
 (1) The
Report fully complies with the requirements of section 13(a) or 15(d) of the
Securities Exchange Act of 1934; and
 
 
 
 (2) The
information contained in the Report fairly presents, in all material respects,
the financial condition and results of operations of the Company.
 
 
 Dated:
May 15, 2005  by
 
 
 
 /s/
Marlen L. Roepke
 Marlen L.
Roepke
 Secretary/Director
 
 
 ***Page
- 13***