UNITED ~~STATESSECURITIES~~STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549

~~Washington,~~Form ~~D.C. 20549~~10-Q

~~FORM~~(Mark ~~10-Q~~One)

[×]		QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the quarterly period ended August 31, 2010 or
[ ]		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
		For the transition period from to

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

~~Commission~~For ~~File~~the ~~Number: 000-53142~~quarterly period ended February 28, 2011 or

~~CHANCERY~~[ ~~RESOURCES,~~] ~~INC.~~TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

~~(Exact~~For ~~name~~the oftransition ~~registrant~~period asfrom ~~specified~~________________ to ~~in its charter)~~__________________

	Nevada		26-4567259
	(State or other jurisdiction		(IRS Employer
	of incorporation)		Identification Number)

Commission File Number 000-53142

CHANCERY RESOURCES, INC.
(Exact name of registrant as specified in its charter)

Nevada	26-4567259
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

4400 Westgrove Drive, Suite 104, Dallas, Texas

75001

(Address of principal executive offices)

(Zip Code)

972-655-9870 (Registrant’s telephone number, including area code)

N/A (Former ~~Name~~name, orformer ~~Former~~address ~~Address~~and former fiscal year, if ~~Changed~~changed ~~Since~~since ~~Last~~last ~~Report~~report)

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. [×X] ~~Yes~~ YES [ ] No NO

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a ~~smaller~~small reporting company. See the definitions of "“large accelerated filer”,~~" "~~ “accelerated filer"” and "“smaller reporting company"” in Rule 12b-2 of the Exchange Act.

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

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

~~State~~APPLICABLE ~~the~~ONLY ~~number~~TO ofISSUERS ~~shares~~INVOLVED IN ~~outstanding~~BANKRUPTCY ofPROCEEDINGS ~~each~~DURING ofTHE ~~the~~PRECEDING ~~issuer's~~FIVE ~~classes of common equity, as of the latest practicable date: 32,250,000 as of October 14, 2010.~~ YEARS

Check whether the registrant has filed all documents and reports required to be filed by Sections 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.
[ ] YES [ ] NO

APPLICABLE ONLY TO CORPORATE ISSUERS

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date. 32,250,000 common shares issued and outstanding as of February 21, 2011

Chancery Resources, Inc.

(An Exploration Stage Company)

February 28, 2011	Index
Consolidated Balance Sheets	3
Consolidated Statements of Expenses	4
Consolidated Statements of Cash Flows	5
Notes to the Consolidated Financial Statements	6

Chancery Resources, Inc.

(An Exploration Stage Company)

Consolidated Balance Sheets

(Unaudited)

August 31,

	August 31, 2010	November 30, 2009
ASSETS

Current Assets

Cash	$ 355	$ 1,638
Prepaid expenses	-	110,471

Total Assets	$ 355	$ 112,109
		,

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Bank indebtedness	$ 225	$ 8,872
Accounts payable and accrued liabilities	190,275	159,394
Loan payable, less unamortized discount of $7,670 and $14,077	44,917	44,917
Due to related parties	54,310	6,680

Total Current Liabilities	289,727	219,863

Loans payable	82,330	75,923

Total Liabilities	372,057	295,786

Commitments and Contingencies

Stockholders’ Deficit

Preferred stock: 2,500,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding (November 30, 2008 – None issued)	–	–

Series A convertible preferred stock: 40,000,000 shares authorized, $0.00001 par value; 31,000,000 shares issued and outstanding	310	310

Common stock: 2,500,000,000 shares authorized, $0.00001 par value; 32,250,000 shares issued and outstanding	322	322

Additional paid-in capital	1,163,227	1,088,418

Donated capital	18,000	13,500

Accumulated other comprehensive loss	(165)	–

Deficit accumulated during the exploration stage	(1,553,396)	(1,286,227)

Total Stockholders’ Deficit	(371,702)	(183,677)

Total Liabilities and Stockholders’ Deficit	$ 355	$ 112,109

~~November 30,~~3

~~ASSETS~~Chancery Resources, Inc.

~~2010 2008~~ (An Exploration Stage Company)

Current Assets

Cash $ 355 $ 1,638

Prepaid expenses - 110,471

Total Assets $ 355 $ 112,109

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Bank indebtedness	$ 225	$ 8,872
Accounts payable and accrued liabilities	190,275	159,394
Loan payable, less unamortized discount of $7,670 and $14,077	44,917	44,917

Due to related parties 54,310 6,680

Total Current Liabilities 289,727 219,863

Loans payable 82,330 75,923

Total Liabilities 372,057 295,786

Commitments and Contingencies

Stockholders’ Deficit

Preferred stock: 2,500,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding (November 30, 2008 – None issued)	–	–
Series A convertible preferred stock: 40,000,000 shares authorized, $0.00001 par value; 31,000,000 shares issued and outstanding	310	310
Common stock: 2,500,000,000 shares authorized, $0.00001 par value; 32,250,000 shares issued and outstanding	322	322
Additional paid-in capital	1,163,227	1,088,418
Donated capital	18,000	13,500
Accumulated other comprehensive loss	(165)	–
Deficit accumulated during the exploration stage (1,553,396) (1,286,227)
Total Stockholders’ Deficit	(371,702)	(183,677)
Total Liabilities and Stockholders’ Deficit	$ 355	$ 112,109

Consolidated Statements of Operations

(Unaudited)

For the Three Months Ended

	For the Three Months Ended	For the Three Months Ended	For the Nine Months Ended	For the Nine Months Ended	Accumulated from September 12, 2006 (Date of Inception)
	August 31,	August 31,	August 31,	August 31,	to August 31,
	2010	2008	2010	2008	2010
Expenses

General and administrative	$ 38,727	$ 28,027	$ 57,306	$ 63,480	$ 187,706
Consulting fees	62,052	–	184,809	–	194,809
Management services	–	1,500	–	4,500	12,750
Impairment of mineral property costs	–	70,000	444	120,000	1,121,074
Mineral property costs	13,703	–	13,703	–	19,778
Rent	1,500	-	4,500	1,794	10,872

Total Operating Expenses	115,982	99,527	260,762	189,774	1,546,989

Interest Expense	2,151	-	6,407	-	6,407

Net Loss	(118,133)	(99,527)	(267,169)	(189,774)	(1,553,396)

Net Loss Per Share – Basic and Diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)	N/A

Weighted Average Common Shares Outstanding	32,250,000	30,250,000	32,250,000	109,551,000	N/A




Statement of Other Comprehensive Loss:

Net Loss	(118,133)	(99,527)	(267,169)	(189,774)	(1,553,396)
Foreign currency translation adjustment	(93)	–	(165)	–	(165)

Total Comprehensive Loss	$ (118,226)	$ (99,527)	$ (267,334)	$ (189,774)	$(1,553,561)

~~For the Three Months Ended~~4

~~For~~Chancery ~~the~~Resources, ~~Nine Months Ended~~Inc.

~~For~~(An ~~the~~Exploration ~~Nine~~Stage ~~Months Ended~~Company)

Accumulated from September 12, 2006 (Date of Inception)

Expenses

August 31, August 31, August 31, August 31, to August 31,

2009 2008 2009 2008 2009

General and administrative	$ 38,727	$ 28,027	$ 57,306	$ 63,480	$ 187,706
Consulting fees	62,052	–	184,809	–	194,809
Management services	–	1,500	–	4,500	12,750
Impairment of mineral property costs	–	70,000	444	120,000	1,121,074
Mineral property costs	13,703	–	13,703	–	19,778
Rent	1,500	-	4,500	1,794	10,872
Total Operating Expenses	115,982	99,527	260,762	189,774	1,546,989
Interest Expense	2,151	-	6,407	-	6,407
Net Loss	(118,133)	(99,527)	(267,169)	(189,774)	(1,553,396)
Net Loss Per Share – Basic and Diluted	$ (0.00)	$ (0.00)	$ (0.01)	$ (0.00)	N/A
Weighted Average Common Shares Outstanding	32,250,000	30,250,000	32,250,000	109,010,000	N/A

Statement of Other Comprehensive Loss:
Net Loss	(118,133)	(99,527)	(267,169)	(189,774)	(1,553,396)
Foreign currency translation adjustment	(93)	–	(165)	–	(165)
Total Comprehensive Loss	$ (118,226)	$ (99,527)	$ (267,334)	$ (189,774)	$(1,553,561)

Consolidated Statements of Cash Flows

(Unaudited)

For the Nine Months Ended August 31,

	For the Nine Months Ended August 31, 2010	For the Nine Months Ended August 31, 2008	Accumulated from September 12, 2006 (Date of Inception) to August 31, 2010

Cash Flows From Operating Activities

Net loss for the period	$ (267,169)	$(189,744)	$(1,553,396)
Adjustments to reconcile net loss to net cash used in operating activities:
Donated services and expenses	4,500	4,500	18,000
Impairment of mineral property costs	444	120,000	1,117,374
Amortization of discount	6,407	–	9,103
Share-based compensation	184,809	–	194,809

Changes in operating assets and liabilities:
Prepaid expenses	471	488	-
Accounts payable and accrued liabilities	30,881	12,171	40,275

Net Cash Used In Operating Activities	(39,657)	(52,585)	(173,835)

Cash Flows From Investing Activities

Mineral property costs	(444)	(50,000)	(50,444)

Net Cash Used In Investing Activities	(444)	(50,000)	(50,444)

Cash Flows From Financing Activities

Advances from related party	47,630	22,088	119,524
Bank indebtedness	(8,647)	–	225
Proceeds from the sale of common stock	-	-	105,050

Net Cash Provided By Financing Activities	38,983	22,088	224,799

Effect of Exchange Rate Changes on Cash	(165)	–	(165)

Net Increase (decrease) in Cash	(1,283)	(80,527)	355

Cash - Beginning of Period	1,638	98,531	-

Cash - End of Period	$ 355	$ 18,004	$ 355

Supplemental Disclosures

Interest paid	$ –	$ –	-
Income taxes paid	$ –	$ –	-

~~For the Nine Months Ended August 31,~~5

~~Accumulated~~Chancery ~~from~~Resources, Inc.

~~September 12, 2006~~ (~~Date~~An ofExploration ~~Inception~~Stage Company)

2009 2008

Cash Flows From Operating Activities

Net loss for the period Adjustments to reconcile net loss to net cash used in operating activities: Donated services and expenses	$ (267,169) 4,500	$(189,744) 4,500	$(1,553,396) 18,000
Impairment of mineral property costs	444	120,000	1,117,374
Amortization of discount	6,407		9,103
Share-based compensation	184,809	–	194,809
Changes in operating assets and liabilities: Prepaid expenses	471	488	-
Accounts payable and accrued liabilities	30,881	12,171	40,275
Net Cash Used In Operating Activities	(39,657)	(52,585)	(173,835)
Cash Flows From Investing Activities
Mineral property costs	(444)	(50,000)	(50,444)
Net Cash Used In Investing Activities	(444)	(50,000)
Cash Flows From Financing Activities
Advances from related party	47,630	22,088	119,524
Bank indebtedness	(8,647)	–	225

Proceeds from the sale of common stock - - 105,050

Net Cash Provided By Financing Activities 38,983 20,000 224,799

Effect of Exchange Rate Changes on Cash	(165)	–	(165)
Decrease in Cash	(1,283)	(80,527)	355
Cash - Beginning of Period	1,638	98,531	-
Cash - End of Period	$ 355	$ 18,004	355
Supplemental Disclosures
Interest paid Income taxes paid	$ – $ –	$ – $ –	_ -

Notes to the Consolidated Financial Statements

(Unaudited)

1. Basis of Presentation

The accompanying unaudited interim financial statements of Chancery Resources, Inc., have been prepared in accordance with accounting principles generally accepted in the United States of America and the rules of the Securities and Exchange Commission, and should be read in conjunction with the audited financial statements and notes thereto contained in Chancery's Annual Report filed with the SEC on Form 10-K. In the opinion of management, all adjustments, consisting of normal recurring adjustments, necessary for a fair presentation of financial position and the results of operations for the interim periods presented have been reflected herein. The results of operations for interim periods are not necessarily indicative of the results to be expected for the full year. Notes to the financial statements which substantially duplicate the disclosure contained in the audited financial statements for fiscal 2008 as reported in the Form 10-K have been omitted.

Effective this quarter, the Company implemented SFAS No. 165, “Subsequent Events” (“SFAS 165”). This standard establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. The adoption of SFAS 165 did not impact the Company’s financial position or results of operations. The Company evaluated all events or transactions that occurred after August 31, ~~2009~~ 2010 up through October 20, ~~2009~~ 2010, the date the Company issued these consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events.

We do not expect the adoption of recently issued accounting pronouncements to have a significant impact on our results of operations, financial position or cash flow.

Certain prior year balances have been reclassed to conform with the current year presentation.

2. Going Concern

These consolidated financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity or debt financing to continue operations, and the attainment of profitable operations. As at August 31, 2010, the Company has a working capital deficit of $289,372 and has accumulated losses of $1,553,396 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

31, 2010, the Company has a working capital deficit of $289,372 and has accumulated losses of $1,553,396 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These consolidated financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.

3. Related Party Transactions

a) For the nine months ended August 31, 2010, the Company recognized $Nil (August 31, 2008 - $4,500) for donated services provided by the former President of the Company.

b) For the nine months ended August 31, 2010, the Company incurred $4,500 (August 31, 2008 - $1,794) in donated rent to a company controlled by the President of the Company, and is indebted to the President for $51,780 (November 30, 2008 - $4,150) for advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

$51,780 (November 30, 2008 - $4,150) for advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

c) As of August 31, 2010, the Company is indebted to the Chief Executive Officer of the Company for $2,530 (November 30, 2008 - $2,530) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

4. Loans Payable

a) As of August 31, 2010, the Company is indebted to the former President of the Company for $44,917 (November 30, 2008 - $44,917) for cash advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

b) On August 8, 2008, the Company received a $20,000 loan which is non-interest bearing, unsecured and due on August 8, ~~2010~~2009.

c) On July 25, 2008, the Company received a $70,000 loan which is non-interest bearing, unsecured and due on July 25, 2010. An implicit interest rate of 15% was recognized resulting in an discount of $14,077 on the date of the loan. For the nine-months ended As at August 31, 2010,

5. Mineral Properties

a) On January 19, 2009, the Company acquired through its wholly-owned subsidiary Chancery Canada, a 100% interest in certain mineral interests located in British Columbia, Canada known as the Fiddler Creek Property by the purchase of a Free Miner Certificate for $444 (CDN$500). As at August 31, 2010, the Company recognized an impairment loss of $444, as it has not yet been determined whether there are proven or probable reserves on the property.

100% interest in certain mineral interests located in British Columbia, Canada known as the Fiddler Creek Property by the purchase of a Free Miner Certificate for $444 (CDN$500). As at August 31, 2009, the Company recognized an impairment loss of $444, as it has not yet been determined whether there are proven or probable reserves on the property.

6. Commitments

a) On February 1, 2009, the Company entered into an agreement with a consultant to prepare a technical report of a mining property in consideration for the lesser of $700 per day or $5,000.

7. Common Stock

a) On February 9, 2009, the Company approved the adoption of the 2009 Stock Option Plan which permits the Company to issue up to 6,450,000 shares of common stock to directors, officers, employees and consultants of the Company.

b) On November 6, 2008, the Company entered into a consulting agreement with a Director of the Company, for the provision of management and operational services for a period of one year. In consideration for these services, the Company issued 1,000,000 shares of restricted common stock with a fair value of $240,000. For the nine months ended August 31, 2009, $184,809 (August 31, 2008 - $Nil) was charged to operations.

~~Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.~~7

~~FORWARD-LOOKING~~Item ~~STATEMENTS~~2. Management's Discussion and Analysis of Financial Condition and Results of Operations.

~~This quarterly report contains forward~~FORWARD-~~looking~~LOOKING statements. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as "may", "should", "expects", "plans", "anticipates", "believes", "estimates", "predicts", "potential" or "continue" or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, that may cause our or our industry's actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.STATEMENTS

~~Our~~This ~~unaudited~~quarterly ~~financial~~report contains forward-looking statements. ~~are~~These ~~stated~~statements inrelate ~~United~~to ~~States~~future ~~Dollars~~events ~~(US$)~~or ~~and~~our ~~are~~future ~~prepared~~financial inperformance. ~~accordance~~In ~~with~~some ~~United~~cases, ~~States~~you ~~Generally~~can ~~Accepted~~identify ~~Accounting~~forward-looking statements ~~Principles.~~by ~~The~~terminology ~~following~~such ~~discussion~~as "may", "should", be"expects", ~~read~~"plans", ~~in conjunction~~"anticipates", "believes", ~~with~~"estimates", ~~our~~"predicts", ~~financial~~"potential" ~~statements~~or ~~and~~"continue" or the ~~related~~negative of ~~notes~~these ~~that~~terms ~~appear~~or ~~elsewhere~~other incomparable ~~this~~terminology. ~~quarterly~~These ~~report. The~~statements ~~following~~are ~~discussion~~only ~~contains~~predictions ~~forward-looking~~and ~~statements~~involve ~~that~~known ~~reflect~~and ~~our~~unknown ~~plans~~risks, ~~estimates~~ uncertainties and ~~beliefs.~~other ~~Our~~factors, that may cause our or our industry's actual results, ~~could~~levels ~~differ~~of activity, performance or achievements to be materially different from ~~those~~any ~~discussed~~future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. Although we believe that the expectations reflected in the forward -looking statements. ~~Factors~~are ~~that~~reasonable, ~~could~~we ~~cause~~cannot guarantee future results, levels of activity, performance or ~~contribute~~achievements. toExcept ~~such~~as ~~differences~~required ~~include~~by applicable law, ~~but~~including ~~are~~the securities laws of the United States, we do not ~~limited~~intend to, ~~those~~update ~~discussed~~any ~~below~~of ~~and~~the ~~elsewhere~~forward-looking instatements ~~this~~to ~~quarterly~~conform ~~report~~these statements to actual results.

InOur ~~this~~unaudited ~~quarterly~~financial ~~report,~~statements are ~~unless~~stated ~~otherwise~~in ~~specified,~~United ~~all~~States ~~dollar~~Dollars ~~amounts~~(US$) and are ~~expressed~~prepared in accordance with United States ~~dollars~~Generally Accepted Accounting Principles. ~~All~~ The ~~references~~following todiscussion ~~"US$"~~should ~~refer~~be toread ~~United~~in ~~States~~conjunction ~~dollars~~with our financial statements and ~~all~~the ~~references~~related notes that appear elsewhere in this quarterly report. The following discussion contains forward-looking statements that reflect our plans, estimates and beliefs. Our actual results could differ materially from those discussed in the forward looking statements. Factors that could cause or contribute to ~~"common~~such ~~shares"~~differences ~~refer~~include, but are not limited to, ~~the~~those ~~common~~discussed ~~shares~~below and elsewhere in ~~our~~this ~~capital~~quarterly ~~stock~~report.

~~As used in~~ In this quarterly report, ~~the terms~~ ~~"we"~~unless otherwise specified, all dollar amounts are expressed in United States dollars. All references to "usUS$"~~, "our", "our company" and “Chancery” mean Chancery~~ ~~Resources,~~refer ~~Inc.~~to ~~and~~United States ~~our~~dollars ~~wholly~~and ~~owned~~all ~~subsidiaries~~references ~~Chancery~~to ~~Mining~~"common ~~Canada~~shares" ~~Ltd.~~refer ~~and~~to ~~Minera~~the ~~Chancery~~common ~~Columbia,~~shares ~~unless~~in ~~otherwise~~our ~~indicated~~capital stock.

~~General~~As ~~Overview~~used in this quarterly report, the terms "we", "us", "our", "our company" and “Chancery” mean Chancery Resources, Inc. and our wholly owned subsidiaries Chancery Mining Canada Ltd. and Minera Chancery Columbia, unless otherwise indicated.

WeGeneral were incorporated in the State of Nevada on September 12, 2006. We are an exploration stage corporation. An exploration stage corporation is one that is engaged in the search from mineral deposits or reserves which are not in either the development or production stage.Overview

We ~~maintain~~were ~~our~~incorporated ~~statutory~~in ~~registered~~the ~~agent's~~State of ~~office~~Nevada aton ~~The~~September ~~Corporation~~12, ~~Trust~~2006. ~~Company~~We ofare ~~Nevada,~~an ~~6100~~exploration ~~Neil~~stage ~~Road,~~corporation. ~~Suite~~An ~~500,~~exploration ~~Reno,~~stage ~~Nevada~~corporation ~~89511~~is ~~and~~one ~~our~~that ~~business~~is ~~office~~engaged in ~~and~~the ~~mailing~~search ~~address~~from ismineral ~~4400~~deposits ~~Westgrove~~or ~~Drive,~~reserves ~~Suite~~which ~~104,~~are ~~Dallas,~~not ~~Texas~~in ~~75001.~~either ~~Our~~the ~~telephone~~development ~~number~~or isproduction ~~(214) 288-9897~~stage.

~~Since~~We ~~October~~maintain ~~2006,~~our westatutory ~~held~~registered agent's ~~the~~office ~~rights~~at toThe ~~nine~~Corporation ~~Mineral~~Trust ~~Titles~~Company ~~Online~~of ~~cells~~Nevada, ~~referred~~6100 toNeil asRoad, ~~the~~Suite ~~Hunter property~~500, ~~through Geoffrey Gachallan~~Reno, aNevada ~~former~~89511 ~~director~~ and ~~officer of~~ our ~~company,~~business ~~who~~office and ~~held~~mailing ~~the~~address ~~property~~is ~~for~~4400 usWestgrove inDrive, ~~trust.~~Suite ~~On September 9~~104, ~~2008~~Dallas, ~~our~~Texas ~~rights~~75001. toOur ~~the~~telephone ~~claim~~number ~~expired~~is (214) 288-9897.

OnSince ~~March~~October 192006, ~~2008,~~ we ~~entered~~held ~~into~~the arights to ~~mining~~nine ~~acquisition~~Mineral ~~agreement~~Titles ~~with~~Online ~~Altos~~cells dereferred ~~Amador~~to ~~S.A.,~~as ~~wherein~~the weHunter ~~have~~property, ~~agreed~~through toGeoffrey ~~purchase~~Gachallan, a ~~100%~~former ~~interest~~director inand ~~certain~~officer of ~~mineral~~our ~~claims~~company, who held the property for us in ~~Valparaiso,~~trust. ~~Antioquia~~On September 9, ~~Colombia~~2008, ~~known~~our asrights to the Elclaim ~~Cafetal Mine~~expired.

AsOn ~~consideration~~March ~~for~~19, ~~the~~2008, ~~purchase~~we entered into a mining acquisition agreement with Altos de Amador S.A., wherein we have agreed to ~~pay~~purchase toa ~~Altos~~100% deinterest ~~Amador~~in ~~$270~~certain mineral claims in Valparaiso,~~000~~ ~~cash~~Antioquia, toColombia, beknown ~~provided~~ as ~~follows:~~the El Cafetal Mine.

~~(a) $50~~As consideration for the purchase,~~000~~ we have agreed to bepay ~~provided~~to onAltos ~~signing~~de ofAmador ~~the~~$270,000 ~~acquisition~~cash, ~~agreement~~to ~~(paid);~~be provided as follows:

(a) $50,000 to be provided on signing of the acquisition agreement (paid); (b) $70,000 to be provided within 30 days of signing the acquisition agreement (paid); and (c) $150,000 to be provided within 90 days of signing the acquisition agreement.

~~(c) $150,000 to be provided within 90 days of signing the acquisition agreement.~~8

3In addition, we have agreed to split profits from mining operations – 60% to our company and 40% to the vendor until such time as we have paid $210,000 of the purchase price, after which, profits shall be split 90% to our company and 10% to the vendor. We have the right to acquire the vendor’s 10% profit interest at any time for $370,000.

InEffective ~~addition~~April 4, 2008, we ~~have~~entered into ~~agreed~~an toamending agreement with Altos de Amador wherein the terms of profit split ~~profits~~have ~~from~~been amended so that, upon commencement of mining operations, –all profits from the sale of ore shall be split 60% to our company and 40% to the vendor. ~~until~~Upon ~~such~~our ~~time~~company having aspaid wea ~~have~~further ~~paid~~ $210,000, ofin addition to the ~~purchase~~funds ~~price,~~payable ~~after~~pursuant ~~which~~to the terms of the mining acquisition agreement, such profits shall then be split 90% to our company and 10% to the vendor. WeOur company will have the right to acquire the vendor’s 10% profit interest at any time upon payment of an additional $370,000. There are currently some governmental requirements that need to be fulfilled for the El Cafetal mining title. These requirements include the present title owner amending a PTO report to comply with certain specifications and paying certain annual governmental fees, all of which are currently being completed.

To date, we have not made the final $~~370~~150,000 payment as required by the mining acquisition agreement. We plan to hold such payment until the above title requirements have been complied with and or alternatively to pay the outstanding governmental fees due on the El Cafetal mine and deduct these amounts from the final $150,000 payment. As our initial mining acquisition agreement with Altos de Amador is no longer in good standing due to certain misrepresentation on warranties and representations made on Altos de Amador’s side, we have signed a Mining Acquisition Agreement on April 14 th , 2009 directly with the owners of the property, Inversiones Midas Limitada, to continue negotiations, which has a final payment of $150,000 minus payments to the outstanding governmental fees due on the El Cafetal mine with no timeframe period for payment.

Effective April 414, ~~2008~~2009, we entered into an ~~amending~~ agreement with ~~Altos~~Inversiones deMidas ~~Amador~~ wherein the terms of profit split ~~have been amended~~ so that, upon commencement of mining operations, all profits from the sale of ore shall be split 60% to our company and 40% to the vendor. Upon our company having paid a further ~~$210~~720 million Colombian pesos (estimated value of land and equipment),~~000~~ Inversiones Midas agrees to give and transfer 50% ownership of the Mining title, in addition to the funds payable pursuant to the terms of the mining acquisition agreement, such profits shall then be split 90% to our company and 10% to the vendor. Our company will have the right to acquire the vendor’s 10% profit interest at any time upon payment of an additional ~~$370,000.~~780 ~~There~~million ~~are~~Colombian ~~currently~~pesos, ~~some~~and ~~governmental~~then ~~requirements~~the ~~that~~remaining ~~need~~50% toof bethe ~~fulfilled~~Title ~~for~~ownership will ~~the~~be Eltransferred ~~Cafetal~~to ~~mining~~our ~~title~~company. ~~These~~As ~~requirements~~January ~~include~~15, ~~the~~2011 ~~present title~~inversiones ~~owner~~Midas ~~amending~~has aan ~~PTO~~option ~~report~~open to ~~comply~~buy ~~with~~back ~~certain~~all ~~specifications~~rights and ~~paying~~to ~~certain~~be ~~annual~~defined by ~~governmental~~July ~~fees, all of which are currently being completed.~~15-2011

ToOn ~~date~~October 16, ~~we have not made the final $150~~2008,~~000~~ ~~payment~~Rafael ~~as required by the mining acquisition agreement~~A. ~~We plan to hold such payment until the above title requirements have been complied with~~ Pinedo and orJeffrey ~~alternatively~~Fanning ~~to pay the~~were ~~outstanding~~appointed ~~governmental fees due on the~~as ~~El Cafetal mine and deduct these~~directors ~~amounts~~of ~~from the final $150,000 payment. As~~ our initial mining acquisition agreement with Altos de Amador is no longer in good standing due to certain misrepresentation on warranties and representations made on Altos de Amador’s side, we have signed a Mining Acquisition Agreement on April 14, 2009 directly with the owners of the property, Inversiones Midas Limitada, to continue negotiations, which has a final payment of $150,000 minus payments to the outstanding governmental fees due on the El Cafetal mine with no timeframe period for paymentcompany.

~~Effective~~Subsequent ~~April~~to ~~14,~~such ~~2009~~appointments, on weOctober ~~entered~~16, ~~into an agreement with Inversiones Midas wherein the terms of profit split so that~~2008, ~~upon~~Juan ~~commencement~~Restrepo ofGutierrez ~~mining~~resigned ~~operations,~~as ~~all~~president ~~profits~~and ~~from~~a ~~the~~director ~~sale~~ of ~~ore shall be split 60% to~~ our company and ~~40%~~Rafael ~~to the vendor~~A. ~~Upon~~Pinedo ~~our~~was ~~company~~appointed president. ~~having~~Mr. ~~paid~~Restrepo aremains ~~further~~as ~~720~~chief ~~million~~executive ~~Colombian~~officer, ~~pesos~~chief ~~(estimated~~financial ~~value of land and equipment)~~officer, ~~Inversiones~~secretary ~~Midas agrees to give~~ and ~~transfer~~treasurer. ~~50%~~In ~~ownership of the Mining title~~addition, inMr. Fanning ~~addition~~was toappointed ~~the~~vice ~~funds~~president ~~payable pursuant to the terms~~ of ~~the mining acquisition agreement, such profits shall then be split 90% to our company and 10% to the vendor~~exploration. Our ~~company~~board ~~will~~of ~~have~~directors ~~the~~now ~~right~~consists toof ~~acquire~~Rafael ~~the~~A. ~~vendor’s~~Pinedo ~~10% profit interest at any time upon payment of additional 780 million Colombian pesos,~~ and ~~then~~ ~~the~~Jeffery ~~remaining 50% of the Title ownership will be transferred to our company~~Fanning.

On ~~October~~November 164, 2008, ~~Rafael~~our board of directors designated 40,000,000 shares of our preferred stock as the Series A Preferred Stock. ~~Pinedo~~Each ~~and~~share ~~Jeffrey~~of ~~Fanning~~Series ~~were~~A ~~appointed~~Preferred Stock asis ~~directors~~convertible into shares of our ~~company.~~common stock on the basis of one (1) share of Series A Preferred Stock for one-fifth (1/5) of one share of our Common Stock;

~~Subsequent~~On toNovember ~~such appointments~~6, ~~on October 16,~~ 2008, ~~Juan~~we ~~Restrepo~~entered ~~Gutierrez resigned as president and~~ into a ~~director~~consulting ofagreement ~~our~~with ~~company and~~ Rafael A. Pinedo, ~~was~~our ~~appointed president~~President. ~~Mr.~~The ~~Restrepo~~term ~~remains~~of asthe ~~chief executive~~agreement ~~officer,~~is ~~chief~~for ~~financial~~a ~~officer,~~period ~~secretary~~of ~~and~~one ~~treasurer.~~year Inand ~~addition,~~in ~~Mr.~~consideration for ~~Fanning~~the ~~was~~services ~~appointed~~to ~~vice~~be ~~president~~provided ofwe ~~exploration.~~have ~~Our~~agreed ~~board~~to ofissue ~~directors~~1,000,000 ~~now~~restricted ~~consists~~shares of ~~Rafael~~our A.common ~~Pinedo~~stock ~~and~~to ~~Jeffery~~Mr. ~~Fanning~~Pinedo.

On November 46, 2008, we entered into a mineral property acquisition agreement with CB Resources Ltd., BNP Resources LLC and Rafael Pinedo to acquire certain mineral property interests known as the HCL Property (the HCL Property is comprised in part by our ~~board~~formerly owned Hunter Property). The closing of ~~directors~~the ~~designated~~transactions 40contemplated in the mineral property acquisition agreement occurred on November 6, 2008. In accordance with the closing of the mineral property acquisition agreement, we agreed to issue 1,000,000 restricted shares of our ~~preferred~~common stock to asCB ~~the~~Resources Ltd., 25,000,000 restricted shares of our Series A Preferred Stock. ~~Each~~to ~~share~~Rafael Pinedo and 6,000,000 restricted shares of our Series A Preferred Stock isto ~~convertible~~BNP ~~into~~Resources ~~shares~~LLC. ofDue ~~our~~to ~~common~~land ~~stock~~ownership onrestrictions ~~the~~under ~~basis~~British ofColumbia ~~one~~laws, ~~(1)~~we ~~share~~entered into ofa ~~Series~~trust Aagreement ~~Preferred~~with ~~Stock~~CB ~~for~~Resources ~~one-fifth~~Ltd., ~~(1/5)~~wherein ofCB ~~one~~Resources ~~share~~Ltd. ofagreed ~~our~~to ~~Common~~hold ~~Stock;~~the mineral property interests in trust for our company.

On November 6, 2008, we entered into a consulting agreement with Rafael Pinedo, our President. The term of the agreement is for a period of one year and in consideration for the services to be provided we have agreed to issue9

1On November 12,~~000~~ 2008,~~000~~ ~~restricted~~we ~~shares~~incorporated ofa ~~our~~wholly owned ~~common~~subsidiary ~~stock~~pursuant to ~~Mr.~~the ~~Pinedo~~laws of the Province of British Columbia under the name Chancery Mining Canada Ltd.

On ~~November~~January 619, ~~2008~~2009, we ~~entered~~acquired through ~~into~~our awholly ~~mineral~~owned ~~property~~subsidiary, ~~acquisition~~Chancery ~~agreement~~Mining ~~with~~Canada ~~CB Resources~~ Ltd., ~~BNP~~ ~~Resources~~an ~~LLC~~undivided ~~and~~one ~~Rafael~~hundred ~~Pinedo~~percent ~~to acquire certain mineral property interests known as the HCL Property~~ (~~the HCL Property is comprised in part by our formerly owned Hunter Property~~100%)~~. The closing of the transactions~~ ~~contemplated~~interest in ~~the~~certain mineral interests ~~property~~located ~~acquisition~~in ~~agreement~~British ~~occurred on November 6~~Columbia, ~~2008.~~Canada Inknown ~~accordance~~as ~~with~~ the ~~closing~~Fiddler ofCreek ~~the mineral property acquisition agreement, we agreed to issue 1,000,000 restricted shares of our common stock to CB Resources Ltd~~Property.~~, 25,000,000 restricted shares of our Series A Preferred Stock to Rafael Pinedo and~~

~~6,000,000 restricted shares~~ The Fiddler Creek Property is comprised of ~~our Series A Preferred Stock to BNP Resources LLC~~ 25 mineral claims, totaling 465. ~~Due to land ownership~~74 ~~restrictions~~hectares ~~under~~located within the Omineca Mining Division in northwestern British Columbia. ~~laws,~~The acquired weblock ~~entered~~of ~~into~~claims acounts ~~trust~~with ~~agreement~~records ~~with~~of CBa ~~Resources Ltd.~~past producer “Fiddler Creek,” ~~wherein~~which CBdescribes ~~Resources~~the ~~Ltd.~~geology ~~agreed~~of tothe Property ~~hold~~as an area that is underlain by argillites of the ~~mineral~~Jurassic ~~property~~to ~~interests~~Cretaceous Bowser Lake Group, in ~~trust~~which auriferous quartz veins are probable sources for ~~our~~placer ~~company~~gold along Fiddler Creek (BC Minfile 103I206). The deposit types that historically predominate in the Fiddler-Doreen area are Silver, Gold, Lead and Zinc. Geophysical, soil, rock and core samples will be analyzed soon; an exploration program recommended by a qualified geology person will be released when finalized.

4On January 30, 2009, we incorporated a wholly owned subsidiary pursuant to the laws of Columbia under the name Minera Chancery Colombia.

On ~~November~~July 1224, ~~2008~~2009, weChancery ~~incorporated~~Resources, Inc. (the "Company") received a ~~wholly~~NI ~~owned~~43-101 ~~subsidiary~~Canadian ~~pursuant~~Compliant Geological report on the El Cafetal Property as prepared and submitted by James R. Reeves, Reg., P.Geo., in his capacity as a geological consultant to the ~~laws~~Company. ofTechnical Report was formatted on Canadian National Instrument 43-101 ("NI 43-101"), which is a mineral resource classification scheme that provides strict guidelines for the ~~Province~~public disclosure of ~~British~~scientific and technical information relating to mineral properties.

~~Columbia~~ On August ~~under~~3rd, ~~the~~2009, ~~name~~Vincent ~~Chancery~~Higgins ~~Mining~~was ~~Canada~~appointed ~~Ltd~~as independent director of our company.

~~On January 19~~Subsequent to such appointment, on August 4, 2009, ~~we acquired through our wholly owned subsidiary, Chancery Mining Canada Ltd., an~~ ~~undivided~~Juan ~~one~~Restrepo ~~hundred~~Gutierrez ~~percent~~resigned ~~(100%)~~as ~~interest~~chief inexecutive ~~certain~~officer ~~mineral~~and ~~interests~~remains ~~located~~as inchief ~~British~~operations ~~Columbia~~officer, ~~Canada~~ ~~known~~secretary asand ~~the~~director of ~~Fiddler~~our ~~Creek~~company ~~Property~~and Rafael A. Pinedo was appointed chief executive and ratified as president.

~~The~~Mr. ~~Fiddler~~Higgins, ~~Creek~~age ~~Property~~43, is ~~comprised~~recognized ofinternational leader 25in ~~mineral claims~~training, ~~totaling~~leadership ~~465.74~~development, ~~hectares~~and ~~located~~multicultural ~~within~~team building. Founded the ~~Omineca~~Institute ~~Mining~~for ~~Division~~Effective ~~in northwestern British Columbia~~Leadership. Served ~~The~~as ~~acquired~~the ~~block~~Director of ~~claims~~the ~~counts~~Lumen ~~with records~~Institute, ~~of a past producer “Fiddler Creek~~Dallas,” ~~which~~Texas ~~describes~~and founded the ~~geology~~Dallas ofbranch. Trilingual: ~~the~~English, ~~Property~~Spanish, and asItalian. anExtensive ~~area~~experience ~~that~~in isoperations ~~underlain~~and bygrowth ~~argillites~~ of ~~the~~international ~~Jurassic~~non-profit toorganizations ~~Cretaceous~~including ~~Bowser~~institutional ~~Lake~~fundraising and ~~Group,~~networking. inObtained ~~which~~undergraduate ~~auriferous~~degree ~~quartz~~in ~~veins~~Physics, ~~are~~Summa ~~probable~~Cum ~~sources~~Laude ~~for~~at ~~placer~~the ~~gold~~University ~~along~~of ~~Fiddler~~Dallas, ~~Creek (BC Minfile 103I206)~~TX. ~~The~~Doctoral ~~deposit~~track ~~types that historically predominate~~ in ~~the~~High Energy ~~Fiddler-Doreen~~Physics, ~~area~~at ~~are~~Purdue ~~Silver~~University, ~~Gold~~West Lafayette, ~~Lead~~Indiana and ~~Zinc.~~degrees ~~Geophysical,~~in ~~soil,~~Philosophy ~~rock~~ and ~~core~~Theology ~~samples~~at ~~will~~the bePontifical ~~analyzed~~University Regina ~~soon;~~Apostolorum, anin ~~exploration~~Rome, ~~program recommended by a qualified geology person will be released when finalized~~Italy.

OnThere ~~January~~are ~~30,~~no ~~2009,~~family werelationships ~~incorporated~~with ~~a wholly owned subsidiary pursuant to the laws~~ any of ~~Columbia~~our ~~under~~directors ~~the~~and ~~name~~officers.

~~Minera~~October ~~Chancery~~16th ~~Colombia~~, 2009, the Company dismissed Manning Elliott, as its independent registered public accounting firm and, on October 16 th , 2009, engaged Malone & Bailey, PC, from Houston Texas as its new independent registered public accounting firm.

OnOther ~~July~~than ~~24,~~as ~~2009,~~set ~~Chancery~~out ~~Resources~~herein, ~~Inc.~~we ~~(the~~have ~~"Company")~~not ~~received~~been involved ain NIany ~~43-101~~bankruptcy, ~~Canadian~~receivership ~~Compliant~~or ~~Geological~~similar ~~report~~proceedings, onnor ~~the~~have Elwe ~~Cafetal~~been ~~Property~~a asparty ~~prepared~~to ~~and~~any ~~submitted~~material ~~by James R. Reeves~~reclassification, ~~Reg.~~merger, consolidation ~~P.Geo.,~~or inpurchase ~~his~~or ~~capacity~~sale asof a ~~geological~~significant ~~consultant~~amount toof ~~the~~assets ~~Company.~~not ~~Technical~~in ~~Report was formatted on Canadian National Instrument 43-101 ("NI 43-101"), which is a mineral resource classification scheme that provides strict guidelines for~~ the ~~public~~ ~~disclosure~~ordinary course of ~~scientific~~our ~~and technical information relating to mineral properties~~business.

OnOur ~~August~~Current ~~3rd, 2009, Vincent Higgins was appointed as independent director of our company.~~Business

~~Subsequent~~We toare ~~such~~an ~~appointment,~~exploration onstage ~~August~~mining company 4,engaged ~~2009,~~in ~~Juan~~the ~~Restrepo~~exploration ~~Gutierrez~~of ~~resigned~~minerals ason ~~chief executive officer and remains as chief operations officer, secretary and director of~~ our ~~company and Rafael A~~properties. ~~Pinedo was appointed chief executive and ratified as president.~~

~~Mr.~~Our ~~Higgins,~~current ~~age~~operational ~~43,~~focus is to ~~recognized~~conduct ~~international~~exploration ~~leader~~activities inon ~~training,~~our ~~leadership~~HCL ~~development~~Property, ~~and~~to ~~multicultural~~complete ~~team building. Founded~~ the ~~Institute~~terms ~~for Effective Leadership. Served as the Director~~ of the ~~Lumen~~mining ~~Institute, Dallas,~~acquisition ~~Texas~~agreement ~~and~~with ~~founded~~Altos ~~the~~de Amador ~~Dallas branch~~S. ~~Trilingual: English, Spanish, and Italian~~A. ~~Extensive~~for ~~experience in operations and growth of international non-profit organizations including institutional fundraising and networking. Obtained undergraduate degree in Physics, Summa Cum Laude at~~ the ~~University~~El ofCafetal ~~Dallas,~~Mine ~~TX. Doctoral track in High Energy Physics, at Purdue University, West Lafayette, Indiana~~ and ~~degrees~~to ~~in Philosophy~~conduct ~~and~~exploration ~~Theology~~activities aton ~~the~~our ~~Pontifical~~Fiddler ~~University~~Creek ~~Regina Apostolorum, in Rome, Italy~~Property.

~~There are no family relationships with any of our directors and officers.~~10

~~Other~~HCL than as set out herein, we have not been involved in any bankruptcy, receivership or similar proceedings, nor have we been a party to any material reclassification, merger, consolidation or purchase or sale of a significant amount of assets not in the ordinary course of our business.Property

~~Our~~General ~~Current Business~~Information

WeThe ~~are~~HCL anProperty ~~exploration~~is ~~stage~~a mining ~~company~~claim located ~~engaged~~ in ~~the~~Merritt, ~~exploration~~British ofColumbia, ~~minerals~~Canada, onand ~~our~~totals ~~properties~~415.04 hectares or 1,026 acres approximately.

~~Our~~The ~~current~~following ~~operational focus~~ is toa ~~conduct~~list ~~exploration~~of ~~activities~~tenure numbers, ~~on our HCL Property~~claim, toand ~~complete~~expiration ~~the~~date ~~terms~~ of ~~the mining acquisition agreement with Altos de Amador S.A. for the El Cafetal Mine and to conduct exploration activities on~~ our ~~Fiddler Creek Property.~~claims:

HCL Property

Tenure Number	Claim Name	No. MTO Cells	Expiration Date
752702	HCL	20	04/04/2011

~~General~~A ~~Information~~cell is an area, which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. The online grid is the geographical basis for the cell. Formerly, the claim was established by sticking stakes in the ground to define the area and then recording the staking information. The staking system is now antiquated in British Columbia and has been replaced with the online grid. The claim is registered in the name of the CB Resources Ltd. who has agreed to hold the claim in trust on behalf of Chancery Resources. As October 06, 2008, it’s not yet been determined whether there are proven or probable reserves on the property.

~~The~~There ~~HCL~~are ~~Property~~no isnative aland ~~mining~~claims ~~claim~~that affect ~~located~~title into ~~Merritt,~~the ~~British Columbia, Canada, and totals 415~~property.~~04 hectares or~~

~~1,026~~Location ~~acres~~and ~~approximately.~~Access

The ~~following~~HCL mineral claim is acomprised of ~~list~~20 contiguous cells totalling 415.0483 hectares. The center of ~~tenure~~the ~~numbers,~~property is located at the latitude 50o 2' 14" N and the longitude is 120o 47' 1" W. The claim is motor vehicle accessible from the Town of Merritt, ~~and~~B.C. ~~expiration~~by ~~date~~traveling 19 miles east along Highway #5 beyond the Village of ~~our~~Quilchena, ~~claims:~~B.C. to the Minnie Lake cut-off and then for 18 miles south by gravel ranch roads to the mineral claim.

Tenure Number	Claim Name	No. MTO Cells	Expiration D
592560	HCL	20	10/04/200

Below is map of the HCL Claim:

A cell is an area, which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a claim. A claim is a grant from the Crown of the available land within the cells to the holder to remove and sell minerals. The online grid is the geographical basis for the cell. Formerly, the claim was established by sticking stakes in the ground to define the area and then recording the staking information. The staking system is now antiquated in British Columbia and has been replaced with the online grid. The claim is registered in the name of the CB Resources Ltd. who has agreed to hold the claim in trust on behalf of Chancery Resources. As October 06,11

~~2008, it’s not yet been determined whether there are proven or probable reserves on the property. There are no native land claims that affect title to the property.~~Physiography

~~Location~~The Town of Merritt, British Columbia which lies 37 miles by road northwest of the HCL mineral claim offers much of the necessary infrastructure required to base and carry-out ~~Access~~an exploration program (accommodations, communications, equipment and supplies). Merritt B.C. is highway accessible from Vancouver, B.C. in a few hours by traveling over the Coquihalla (toll section) highway, in the time it takes to travel 200 miles. The overnight Greyhound bus service is a popular way to send-in samples and to receive additional equipment and supplies. The claim area ranges in elevation from 2,850 feet to 3,400 feet mean sea level. The physiographic setting of the property can be described as rounded, open range, plateau terrain that has been surficially altered both by the erosional and the depositional (drift cover) effects of glaciation. Thickness of drift cover in the valleys may vary considerably. Fresh water lakes and streams are abundant in the area. Below is a map of the HCL Property location:

The HCL mineral claim is comprised of 20 contiguous cells totalling 415.0483 hectares. The center of the property is located at the latitude 50o 2' 14" N and the longitude is 120o 47' 1" W. The claim is motor vehicle accessible from the Town of Merritt, B.C. by traveling 19 miles east along Highway #5 beyond the Village of Quilchena, B.C. to the Minnie Lake cut-off and then for 18 miles south by gravel ranch roads to the mineral claim.12

~~Below~~Location, isHistory ~~map~~and ofLand ~~the HCL Claim:~~Tenure

The ~~linked~~ ~~image~~geology ~~cannot~~of the HCL mineral claim may be ~~displayed~~described as being underlain by units of the Nicola Group. ~~The~~ ~~file~~Some or all of these units may ~~have~~be ~~been~~found ~~moved~~to host economic mineralization. The property geological setting offers good underlying possibilities and all overburden areas should be checked if a field program is undertaken. The deposit types that historically predominate in the general area are, ~~renamed~~as the larger target, as a porphyry-type base metal (copper-gold-palladium or ~~deleted~~copper-molybdenum) occurrence with peripheral base and precious metal occurrences as veins and/or contact zones of mineralization. ~~Verify~~The ~~that~~most ~~the~~prolific ~~link~~host ~~points~~in tothis area is the ~~correct~~Nicola ~~file~~Group andesitic tuffs that are often skarned or altered. Any occurrences of Princeton Group sediments, i.e. shales, sanstone, etc. should be checked thoroughly for coal occurrences and ~~location~~possibly coal-bed methane gas possibilities.

~~Physiography~~Requirements for Title

~~The~~Title ~~Town~~to ofthe ~~Merritt~~property has already been granted CB Resources Ltd., ~~British~~who ~~Columbia~~holds ~~which~~the ~~lies~~claim 37in ~~miles~~trust byfor ~~road~~our ~~northwest~~company. ofTo ~~the~~obtain ~~HCL~~a ~~mineral~~Free ~~claim offers~~Miner's ~~much~~Certificate, ~~of the necessary infrastructure~~ which is required to ~~base and carry-out an exploration program (accommodations,~~ ~~communications,~~hold ~~equipment~~a ~~and~~mining ~~supplies~~claim in British Columbia, Section 8(1). ~~Merritt~~of the B.C. isMineral ~~highway~~Tenure ~~accessible~~Act ~~from~~(MTA) ~~Vancouver,~~stipulates Bthat a corporation must be registered under the British Columbia Business Corporations Act.C Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the corporation is not registered in British Columbia the claim is held in trust for the Company by CB Resources Ltd., a ~~few~~corporation ~~hours~~registered under the British Columbia Business Corporations Act. The mineral title claim has been registered with the Government of British Columbia.

byFiddler ~~traveling~~Creek over the Coquihalla (toll section) highway, in the time it takes to travel 200 miles. The overnight Greyhound bus service is a popular way to send-in samples and to receive additional equipment and supplies. The claim area ranges in elevation from 2,850 feet to 3,400 feet mean sea level. The physiographic setting of the property can be described as rounded, open range, plateau terrain that has been surficially altered both by the erosional and the depositional (drift cover) effects of glaciation. Thickness of drift cover in the valleys may vary considerably. Fresh water lakes and streams are abundant in the area. Below is a map of the HCL Property ~~location:~~

~~The linked~~General ~~image cannot be displayed. The file may have been moved, renamed, or deleted. Verify that the link points to the correct file and location.~~Information

~~Location, History and Land Tenure~~13

The ~~geology~~Fiddler ofCreek ~~the~~Property ~~HCL~~is comprised of 25 mineral ~~claim~~claims, ~~may~~totaling be465.74 ~~described~~hectares aslocated ~~being~~within ~~underlain~~the byOmineca ~~units~~Mining ofDivision ~~the~~in ~~Nicola~~northwestern ~~Group~~British Columbia. ~~Some~~The acquired orblock ~~all~~ of ~~these units may be found to host economic mineralization. The property geological setting offers good~~ ~~underlying~~claims ~~possibilities~~counts ~~and~~with ~~all~~records ~~overburden~~of ~~areas~~a ~~should~~past beproducer ~~checked~~“Fiddler ifCreek,” awhich ~~field~~describes ~~program~~the isgeology ~~undertaken. The deposit~~of ~~types~~the Property as an area that ~~historically predominate in~~is ~~the~~underlain ~~general area~~by ~~are,~~argillites asof the ~~larger~~Jurassic ~~target,~~to asCretaceous ~~a porphyry-type base metal~~Bowser ~~(copper-gold-palladium~~Lake orGroup, ~~copper-molybdenum)~~in ~~occurrence~~which ~~with~~auriferous ~~peripheral~~quartz veins ~~base~~are ~~and~~probable ~~precious~~sources ~~metal~~for ~~occurrences~~placer asgold ~~veins~~along ~~and/or~~Fiddler ~~contact~~Creek ~~zones~~(BC ofMinfile ~~mineralization~~103I206). The ~~most~~deposit ~~prolific~~types ~~host~~that historically predominate in ~~this area is~~ the ~~Nicola~~Fiddler-Doreen ~~Group~~area ~~andesitic tuffs that~~ are ~~often~~Silver, ~~skarned~~Gold, orLead ~~altered~~and Zinc. ~~Any~~Geophysical, ~~occurrences~~soil, ofrock ~~Princeton~~and ~~Group~~core ~~sediments,~~samples ~~i.e.~~will ~~shales,~~be ~~sanstone,~~analyzed ~~etc.~~soon; ~~should~~an exploration beprogram ~~checked~~recommended ~~thoroughly~~by ~~for~~a ~~coal~~qualify ~~occurrences~~geology ~~and~~person ~~possibly~~will ~~coal-bed~~be ~~methane~~released ~~gas~~when ~~possibilities~~finalized.

~~Requirements~~The ~~for~~following ~~Title~~is a list of tenure number, claim name, and expiration date of our claims:

Title to the property has already been granted CB Resources Ltd., who holds the claim in trust for our company. To obtain a Free Miner's Certificate, which is required to hold a mining claim in British Columbia, Section 8(1) of the B.C. Mineral Tenure Act (MTA) stipulates that a corporation must be registered under the British Columbia Business Corporations Act. Section 8(2) of the MTA stipulates that an individual applicant must either be a resident of Canada or be authorized to work in Canada. As the corporation is not registered in British Columbia the claim is

Tenure Number	Claim Name	No. MTO Cells	Expiration Date
752682	Fiddler Creek	25	04/19/2011

~~held~~Below inis ~~trust for the Company by CB Resources Ltd.,~~ a ~~corporation~~map ~~registered~~of ~~under~~ the ~~British~~Fiddler ~~Columbia Business~~Creek Property:

~~Corporations~~Climate ~~Act.~~and ~~The~~Local ~~mineral title claim has been registered with the Government of British Columbia.~~Resources

~~Fiddler~~The ~~Creek~~climate ~~Property~~in the area is temperate with significant coastal influence coming from the west up the Skeena valley as well as from the southwest up the Kitimat valley. The northern location allows for long hours of daylight during the summer, while significant snowfall occurs during winter season, which limits fieldwork. Field season is comprised between June and early September.

~~General~~The ~~Information~~closest airport is the Terrace airport, which receives daily flights from Vancouver and serves as a transportation hub for the area. The Canadian National Railway and Yellowhead Highway (Highway 16) go through Terrace along the Skeena River and connect the interior of B.C. to the ocean ports of Prince Rupert and Kitimat.

The Fiddler Creek Property is comprised of 25 mineral claims, totalling 465.74 hectares located within the Omineca Mining Division in northwestern British Columbia. The acquired block of claims counts with records of a past producer “Fiddler Creek,” which describes the geology of the Property as an area that is underlain by argillites of the Jurassic to Cretaceous Bowser Lake Group, in which auriferous quartz veins are probable sources for placer gold along Fiddler Creek (BC Minfile 103I206). The deposit types that historically predominate in the Fiddler-Doreen area are Silver, Gold, Lead and Zinc. Geophysical, soil, rock and core samples will be analyzed soon; an exploration program recommended by a qualify geology person will be released when finalized.14

~~The~~El Cafetal ~~following is a list of tenure number, claim name, and expiration date of our claims:~~Mine

Tenure Number	Claim Name	No. MTO Cells	Expiration D
597810	Fiddler Creek	25	01/19/201

General Information

~~Below~~The El Cafetal Mine is alocated ~~map~~in the River basin of the ~~Fiddler~~Honda ~~Creek~~stream, ~~Property:~~on the Eastern flank of the Western Mountain range, in the municipality of Valparaiso, Antioquia, Colombia.

The ~~linked~~ ~~image~~property ~~cannot~~covers bean ~~displayed~~area of 135 hectares. The ~~file~~geology ~~may~~of ~~have~~the ~~been~~zone ~~moved,~~includes ~~renamed,~~sedimentary orrocks ~~deleted.~~and ~~Verify~~basaltic ~~that~~lava ~~the~~and ~~link~~Andesite ~~points~~of toTertiary ~~the~~age ~~correct~~with ~~file~~several veins and ~~location~~veins with different thicknesses and sulfide concentrations up to 80%.

~~Climate~~The mineralization consists of several veins with thicknesses between 0.15 and ~~Local~~1.1 ~~Resources~~m, composed by quartz, pyrite and partly free gold fitted in andesite lava, the strips of 0.15 m of thickness with great sulfide concentrations are common mainly pyrite up to an 80% with intermediate zones of rock with scattered sulfides, in the endorsements the salband are common to conform a mineralized zone up to 1.1 m.

~~The~~We ~~climate~~recently incompleted ~~the~~preliminary sampling ~~area~~and ischemical ~~temperate~~analyses ~~with~~on ~~significant~~the ~~coastal~~El ~~influence~~Cafatel ~~coming~~property. ~~from~~Our ~~the~~management ~~west~~is upawaiting the ~~Skeena~~results ~~valley as well as~~ from the ~~southwest~~preliminary upsampling program ~~the~~and ~~Kitimat~~will ~~valley.~~update ~~The~~shareholders ~~northern~~in ~~location allows for long hours of daylight during~~ the ~~summer,~~near ~~while significant snowfall occurs during winter season, which limits fieldwork~~future. ~~Field season is comprised between June and early September.~~

~~The~~Results closest airport is the Terrace airport, which receives daily flights from Vancouver and serves as a transportation hub for the area. The Canadian National Railway and Yellowhead Highway (Highway 16) go through Terrace along the Skeena River and connect the interior of ~~B.C. to the ocean ports of Prince Rupert and Kitimat.~~Operations

ElThree ~~Cafetal~~Months ~~Mine~~Ended August 31, 2010 and August 31, 2008

~~General~~The ~~Information~~following summary of our results of operations should be read in conjunction with our financial statements for the quarter ended August 31, 2010 which are included herein.

~~The~~Our Eloperating ~~Cafetal~~results ~~Mine~~for isthe ~~located~~three months inended ~~the~~August ~~River~~28, ~~basin~~2010, offor the ~~Honda~~three ~~stream,~~months onended ~~the~~August ~~Eastern~~31, ~~flank~~2008 ofand the ~~Western~~changes ~~Mountain~~between ~~range,~~those inperiods for the ~~municipality~~respective items ofare ~~Valparaiso,~~summarized ~~Antioquia,~~as ~~Colombia.~~follows:

The property covers an area of 135 hectares. The geology of the zone includes sedimentary rocks and basaltic lava and Andesite of Tertiary age with several veins and veins with different thicknesses and sulfide concentrations up to

	Three Months Ended August 31, 2010	Three Months Ended August 31, 2008	Change Between Three Month Period Ended August 31, 2009 and August 31, 2008
Revenue	$ Nil	$ Nil	$ Nil
General and administrative	38,727	28,027	10,700
Consulting fees	62,052	-	62,052
Management services	-	1,500	(1,500)
Impairment of mineral property costs	-	70,000	(70,00)
Mineral property costs	13,703	-	13,703
Rent	1,500	-	1,500
Net Loss	(115,982)	(99,527)	(16,455)

~~80%~~Our accumulated losses increased to $1,553,396 as of August 31, 2010. Our financial statements report a net loss of $267,169 for the nine month period ended August 31, 2009 compared to a net loss of $189,774 for the nine month period ended August 31, 2008.

~~The~~As ~~mineralization~~at ~~consists~~August ~~of several veins with thicknesses between 0.15 and 1.1 m~~31, ~~composed by quartz~~2010, ~~pyrite~~we ~~and~~had ~~partly free gold fitted~~ $289,727 in ~~andesite~~current ~~lava, the strips of 0~~liabilities.15 mOur ofnet ~~thickness~~cash ~~with~~at ~~great~~August ~~sulfide concentrations~~31, ~~are~~2009 ~~common~~was ~~mainly~~$355 ~~pyrite~~compared up to an$1,638 ~~80%~~at ~~with~~November ~~intermediate zones of rock with scattered sulfides~~30, ~~in the endorsements the salband are common to conform a mineralized zone up to 1~~2008.~~1 m.~~

We recently completed preliminary sampling and chemical analyses on the El Cafatel property. Our management is awaiting the results from the preliminary sampling program and will update shareholders in the near future.15

~~Results of Operations~~Equity Compensation

~~Three~~We ~~Months~~currently ~~Ended~~do ~~August~~not ~~31,~~have ~~2009~~any ~~and~~stock option ~~August~~or ~~31,~~equity ~~2008~~compensation plans or arrangements.

~~The~~Liquidity ~~following~~and ~~summary~~Financial ~~of our results of operations should be read in conjunction with our financial statements for the quarter ended August 31, 2009 which are included herein.~~Condition

~~Our~~Working ~~operating results for the three months ended August 28, 2009, for the three months ended August 31, 2008 and the changes between those periods for the respective items are summarized as follows:~~Capital

Three Months Ended August 31,

		At			At
		August 31,			November 30,
		2010			2008
Current assets	$	355		$	112,109
Current liabilities		289,727			219,863
Working capital	$	(289,372	)	$	(107,754	)

~~2009~~Cash Flows

Three Months Ended August 31,

		Nine Months Ended
		August 31,			August 31,
		2010			2008
Net cash used in operating activities	$	(39,657	)	$	(52,585	)
Net cash used in investing activities		(444	)		(50,000)
Net cash provided by financing activities		38,983			22,088
Net increase (decrease) in cash during period	$	(1,283)		$	(80,527	)

~~2008~~As of August 31, 2010, our company had working capital deficiency of $289,372. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:

~~Change~~Estimated ~~Between~~Funding ~~Three~~Required During the Twelve Month Period Ending August 31, 2011

Ended

General and administrative	$	60,000
Exploration Expenses	$	449,135
Professional fees	$	35,000
Total		544,135

~~August~~We ~~31,~~plan ~~2009~~to raise additional capital required to meet immediate short-term needs and ~~August~~to 31meet the balance of our estimated funding requirements for the twelve months, primarily ~~2008~~through the private placement of our securities.

Revenue $ Nil $ Nil $ NilWe are not aware of any known trends, demands, commitments, events or uncertainties that will result in or that are reasonably likely to result in our liquidity increasing or decreasing in any material way.

~~General~~Future and administrative 38,727 28,027 10,700Financings

~~Consulting~~We ~~fees 62~~will require additional financing in order to enable us to proceed with the continued exploration of our current properties,~~052 - 62~~ including approximately $95,~~052~~000 over the next 12 months to pay for our ongoing operating expenses. These expenses include audit, legal and office expenses. These cash requirements are in excess of our current cash and working capital resources. Accordingly, we will require additional financing in order to continue operations and to repay our liabilities. There is no assurance that any party will advance additional funds to us in order to enable us to sustain our plan of operations or to repay our liabilities.

~~Management~~We services - 1,500 (1,500)anticipate ~~Impairment~~continuing to rely on equity sales of ~~mineral~~our ~~property~~common costs - 70,000 (70,00)stock ~~Mineral~~in ~~property~~order costs 13,703 - 13,703to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.

Rent 1,500 - 1,50016

~~Net~~We presently ~~Loss (115~~do not have any arrangements for additional financing for the expansion of our exploration operations,~~982) (99,527) (16,455)~~ and no potential lines of credit or sources of financing are currently available for the purpose of proceeding with our plan of operations.

~~Our~~Contractual ~~accumulated losses increased to $1,458,752 as of August 31, 2010. Our financial statements report a net loss of~~Obligations

~~$267,169~~As ~~for the nine month period ended August 31, 2009 compared to~~ a ~~net~~“smaller ~~loss~~reporting ~~of $189~~company”,~~774~~ we ~~for~~are ~~the~~not ~~nine~~required ~~month~~to ~~period~~provide ~~ended~~tabular ~~August~~disclosure ~~31, 2008~~obligations.

AsGoing ~~at August 31, 2009, we had $289,727 in current liabilities. Our net cash at August 31, 2009 was $355 compared to $1,638 at November 30, 2008.~~Concern

~~Equity~~We ~~Compensation~~have suffered recurring losses from operations. The continuation of our company as a going concern is dependent upon our company attaining and maintaining profitable operations and raising additional capital. The financial statements do not include any adjustment relating to the recovery and classification of recorded asset amounts or the amount and classification of liabilities that might be necessary should our company discontinue operations.

WeDue ~~currently~~to dothe ~~not~~uncertainty ~~have~~of ~~any~~our ~~stock~~ability to ~~option~~meet orour ~~equity~~current ~~compensation~~operating ~~plans~~expenses orand ~~arrangements~~the capital expenses noted above, in their report on the annual financial statements for the year ended November 30, 2009, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.

Liquidity and Financial Condition Working Capital
	At August 31, 2009	At November 30, 2008
Current assets	$ 355	$ 112,109
Current liabilities	289,727	219,863
Working capital	$ (289,372 )	$ (107,754 )
Cash Flows
	Nine Mon August 31, 2009	ths Ended August 31, 2008
Net cash used in operating activities	$ (39,657 )	$ (50,527 )
Net cash used in investing activities	(444 )	(50,000)
Net cash provided by financing activities	38,983	20,000
Net increase (decrease) in cash during period	$ (1,283)	$ (80,527 )

The continuation of our business is dependent upon us raising additional financial support. The issuance of additional equity securities by us could result in a significant dilution in the equity interests of our current stockholders. Obtaining commercial loans, assuming those loans would be available, will increase our liabilities and future cash commitments.

~~As of~~Off-Balance ~~August 31,~~Sheet ~~2009, our company had working capital deficiency of $289,372. We estimate our operating expenses and working capital requirements for the next twelve month period to be as follows:~~Arrangements

~~Estimated~~We ~~Funding~~have ~~Required~~no ~~During~~off-balance ~~the~~sheet ~~Twelve~~arrangements that ~~Month~~have ~~Period~~or ~~Ending~~are ~~August~~reasonably 31likely to have a current or future effect on our financial condition, ~~2010~~changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to stockholders.

General and administrative	$ 60,000
Exploration Expenses	$ 449,135
Professional fees	$ 35,000
Total	544,135

Application of Critical Accounting Policies

WeOur ~~plan~~financial tostatements ~~raise~~and ~~additional~~accompanying notes ~~capital~~are ~~required~~prepared toin ~~meet~~accordance ~~immediate~~with ~~short-term~~generally ~~needs~~accepted ~~and~~accounting principles used in the United States. Preparing financial statements requires management to ~~meet~~make estimates and assumptions that affect the ~~balance~~reported amounts of ~~our~~ ~~estimated~~assets, ~~funding~~liabilities, ~~requirements~~revenue, ~~for~~and expenses. These estimates and assumptions are affected by management's application of accounting policies. We believe that understanding the ~~twelve~~basis ~~months,~~and ~~primarily~~nature ~~through~~of the ~~private~~estimates ~~placement~~and assumptions involved with the following aspects of our ~~securities~~consolidated financial statements is critical to an understanding of our financials.

WeThe discussion and analysis of our financial condition and results of operations are ~~not~~based ~~aware~~upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of ~~any~~America. ~~known~~Preparing ~~trends~~financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, ~~demands~~liabilities, ~~commitments~~revenue, ~~events~~and orexpenses. ~~uncertainties~~These estimates ~~that~~and ~~will~~assumptions ~~result~~are inaffected orby management’s application of accounting policies. We believe that ~~are~~understanding the ~~reasonably~~basis ~~likely~~and tonature ~~result~~of inthe estimates and assumptions involved with the following aspects of our ~~liquidity~~financial ~~increasing~~statements oris ~~decreasing~~critical to inan ~~any~~understanding ~~material~~of ~~way~~our financial statements.

~~Future~~Mineral ~~Financings~~Property Costs

WeThe ~~will~~Company ~~require~~has ~~additional~~been ~~financing~~ in ~~order to enable us to proceed with~~ the ~~continued~~ exploration stage ofsince ~~our~~its ~~current~~inception ~~properties, including approximately $95,000 over the next 12 months to pay for our ongoing operating expenses. These expenses include audit, legal~~ and ~~office~~has ~~expenses.~~not ~~These~~yet ~~cash~~realized ~~requirements~~any ~~are~~revenues infrom ~~excess~~its ofplanned ~~our current cash and working capital resources~~operations. ~~Accordingly,~~It weis ~~will~~primarily ~~require~~engaged ~~additional financing~~ in ~~order~~the ~~to continue operations~~ acquisition and toexploration ~~repay~~of ~~our~~mining ~~liabilities~~properties. ~~There~~Mineral isproperty noexploration ~~assurance~~costs ~~that~~are ~~any~~expensed ~~party~~as ~~will~~incurred. ~~advance~~Mineral ~~additional~~property ~~funds~~acquisition costs toare usinitially incapitalized ~~order~~when ~~to enable us to sustain our plan of operations or to repay our liabilities.~~incurred

We anticipate continuing to rely on equity sales of our common stock in order to continue to fund our business operations. Issuances of additional shares will result in dilution to our existing stockholders. There is no assurance that we will achieve any additional sales of our equity securities or arrange for debt or other financing to fund our planned business activities.17

Weusing the ~~presently~~guidance doin ~~not~~EITF ~~have~~04-02, ~~any~~“Whether ~~arrangements~~Mineral ~~for~~Rights ~~additional~~Are ~~financing~~Tangible ~~for~~or Intangible Assets”. The Company assesses the ~~expansion~~carrying costs offor ~~our~~impairment ~~exploration~~under ~~operations~~SFAS No. 144, ~~and~~“Accounting nofor ~~potential~~Impairment ~~lines~~or Disposal of ~~credit~~Long orLived ~~sources~~Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of ~~financing~~establishing proven and probable reserves, the costs then incurred to develop such property, are ~~currently~~capitalized. ~~available~~Such ~~for~~costs ~~the~~will ~~purpose~~be amortized using the units-of-production ~~proceeding~~method ~~with~~over ~~our~~the ~~plan~~estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~Contractual~~Long-lived ~~Obligations~~Assets

AsIn aaccordance with SFAS No. 144, “~~smaller~~Accounting ~~reporting~~for ~~company~~the Impairment or Disposal of Long-Lived Assets”, wethe Company tests long-lived assets or asset groups for recoverability when events or changes in circumstances indicate that their carrying amount may not be recoverable. Circumstances which could trigger a review include, but are not ~~required~~limited to: ~~provide~~significant ~~tabular~~decreases ~~disclosure~~in ~~obligations~~the market price of the asset; significant adverse changes in the business climate or legal factors; accumulation of costs significantly in excess of the amount originally expected for the acquisition or construction of the asset; current period cash flow or operating losses combined with a history of losses or a forecast of continuing losses associated with the use of the asset; and current expectation that the asset will more likely than not be sold or disposed significantly before the end of its estimated useful life. Recoverability is assessed based on the carrying amount of the asset and its fair value which is generally determined based on the sum of the undiscounted cash flows expected to result from the use and the eventual disposal of the asset, as well as specific appraisal in certain instances. An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.

~~Going~~Financial ~~Concern~~Instruments

~~We have suffered recurring losses from operations.~~ The ~~continuation~~ fair values of ~~our company as a going concern is~~ ~~dependent~~financial ~~upon~~instruments, which ~~our~~include ~~company~~cash, ~~attaining~~accounts payable and ~~maintaining~~accrued ~~profitable~~liabilities, ~~operations~~amounts due to a related party and ~~raising~~loans ~~additional capital~~payable, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The ~~financial~~Company’s operations ~~statements~~are doin ~~not~~Canada, ~~include~~which ~~any~~results ~~adjustment~~in ~~relating~~exposure to market risks from changes in foreign currency rates. The financial risk is the ~~recovery~~risk to the Company’s operations that arise from fluctuations in foreign exchange rates and ~~classification~~the degree of ~~recorded~~ ~~asset~~volatility of ~~amounts~~these orrates. Currently, the ~~amount~~Company ~~and~~does ~~classification~~not ofuse ~~liabilities~~derivative ~~that~~instruments ~~might~~to bereduce ~~necessary~~its ~~should~~exposure ~~our company~~to ~~discontinue~~foreign ~~operations~~currency risk.

~~Due~~Income to the uncertainty of our ability to meet our current operating expenses and the capital expenses noted above, in their report on the annual financial statements for the year ended November 30, 2008, our independent auditors included an explanatory paragraph regarding the substantial doubt about our ability to continue as a going concern. Our financial statements contain additional note disclosures describing the circumstances that lead to this disclosure by our independent auditors.Taxes

The ~~continuation of our business is dependent upon us raising additional financial support~~ Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The ~~issuance of~~ ~~additional equity securities by us could result in a significant dilution in~~ asset and liability method provides that deferred tax assets and liabilities are recognized for the ~~equity interests~~ expected future tax consequences of ~~our current~~ ~~stockholders.~~temporary differences ~~Obtaining~~between ~~commercial~~the ~~loans,~~financial ~~assuming~~reporting ~~those~~and ~~loans~~tax ~~would~~bases beof ~~available~~assets and liabilities, ~~will~~and ~~increase~~for ~~our~~operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and ~~future~~laws ~~cash~~that ~~commitments~~will be in effect when the differences are expected to reverse. The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.

~~Off~~Stock-~~Balance~~based ~~Sheet Arrangements~~Compensation

WeThe ~~have~~Company norecords ~~off~~stock-~~balance~~based ~~sheet~~compensation in ~~arrangements~~accordance ~~that~~with ~~have~~SFAS orNo. ~~are~~123R, ~~reasonably~~“Share ~~likely~~Based toPayments”, ~~have~~using athe ~~current~~fair orvalue ~~future~~method. ~~effect~~All ontransactions ~~our~~in ~~financial~~which ~~condition,~~goods or ~~changes~~services inare ~~financial~~the ~~condition,~~consideration ~~revenues~~received orfor ~~expenses,~~the ~~results~~issuance of ~~operations,~~equity ~~liquidity,~~instruments ~~capital~~are ~~expenditures~~accounted for based on the fair value of the consideration received or ~~capital~~the ~~resources~~fair ~~that~~value of the equity instrument issued, whichever is ~~material~~more toreliably ~~stockholders~~measurable.

~~Application~~Recent ~~of Critical~~ Accounting ~~Policies~~Pronouncements

~~Our~~In ~~financial~~June ~~statements~~2008, ~~and~~the ~~accompanying~~Financial ~~notes~~Accounting Standards ~~are~~Board ~~prepared~~(“FASB”) inissued ~~accordance~~FASB ~~with~~Staff ~~generally~~Position ~~accepted accounting~~EITF ~~principles~~03-6-1, ~~used~~“Determining Whether Instruments Granted in ~~the~~Share-Based ~~United~~Payment ~~States.~~Transactions ~~Preparing~~Are ~~financial~~Participating ~~statements~~Securities”. ~~requires~~FSP ~~management~~EITF to03-6-1 ~~make estimates~~addresses ~~and~~whether ~~assumptions~~instruments ~~that~~granted in ~~affect the reported amounts of assets, liabilities,~~share-based ~~revenue, and expenses. These estimates and~~payment ~~assumptions~~transactions are ~~affected~~participating bysecurities ~~management's~~prior ~~application~~to ofvesting, ~~accounting policies. We believe that understanding the basis~~ and ~~nature~~therefore ofneed ~~the~~to ~~estimates~~be ~~and~~included ~~assumptions~~in ~~involved with~~ the ~~following aspects~~ computation of ~~our~~earnings ~~consolidated~~per ~~financial~~share ~~statements~~under isthe ~~critical to an understanding of our financials.~~two-

The discussion and analysis of our financial condition and results of operations are based upon our consolidated financial statements, which have been prepared in accordance with the accounting principles generally accepted in the United States of America. Preparing financial statements requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, revenue, and expenses. These estimates and assumptions are affected by management’s application of accounting policies. We believe that understanding the basis and nature of the estimates and assumptions involved with the following aspects of our financial statements is critical to an understanding of our financial statements.18

~~Mineral~~class method ~~Property~~as ~~Costs~~described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. The adoption of this statement is not expected to have a material effect on our company’s consolidated financial statements.

In May 2008, the FASB issued SFAS No. 162, “The ~~Company~~Hierarchy ~~has~~of ~~been~~Generally Accepted Accounting Principles”. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the ~~exploration~~preparation ~~stage~~of ~~since~~financial ~~its~~statements ~~inception~~of nongovernmental ~~and~~entities ~~has~~that ~~not~~are ~~yet~~presented ~~realized~~in ~~any~~conformity ~~revenues~~with ~~from~~generally ~~its~~accepted ~~planned~~accounting ~~operations~~principles in the United States. It is ~~primarily~~effective ~~engaged~~60 indays following the ~~acquisition~~SEC’s ~~and~~approval ~~exploration~~of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of ~~mining~~Present ~~properties~~Fairly in Conformity With Generally Accepted Accounting Principles”. ~~Mineral~~The ~~property~~adoption of ~~exploration~~this ~~costs~~statement ~~are~~is ~~expensed~~not asexpected ~~incurred.~~to ~~Mineral~~have ~~property~~a ~~acquisition~~material ~~costs~~effect ~~are~~on ~~initially~~our ~~capitalized~~company’s ~~when~~consolidated ~~incurred~~financial statements.

~~using~~In March 2008, the ~~guidance~~FASB inissued ~~EITF~~SFAS No. ~~04-02~~161, “~~Whether~~Disclosures ~~Mineral~~about ~~Rights~~Derivative ~~Are~~Instruments ~~Tangible~~and orHedging ~~Intangible~~Activities ~~Assets~~– an amendment to FASB Statement No. 133”. SFAS ~~The Company~~No. ~~assesses~~161 ~~the~~is ~~carrying~~intended ~~costs~~to improve financial standards for ~~impairment~~derivative ~~under~~instruments ~~SFAS~~and ~~No.~~hedging ~~144,~~activities ~~“Accounting~~by ~~for~~requiring ~~Impairment~~enhanced disclosures orto ~~Disposal~~enable ofinvestors ~~Long~~to ~~Lived~~better ~~Assets”~~understand attheir ~~each~~effects ~~fiscal~~on ~~quarter~~an ~~end~~entity's financial position, financial performance, and cash flows. ~~When~~Entities itare ~~has~~required ~~been~~to ~~determined~~provide ~~that~~enhanced disclosures about: (a) ~~mineral~~how ~~property~~and ~~can~~why bean ~~economically~~entity ~~developed~~uses asderivative ainstruments; (b) ~~result~~how ofderivative ~~establishing~~instruments ~~proven~~and related hedged items are accounted for under SFAS No. 133 and ~~probable~~its ~~reserves,~~related ~~the~~interpretations; ~~costs~~and (c) ~~then~~how ~~incurred~~derivative toinstruments ~~develop~~and ~~such~~related ~~property~~hedged items affect an entity’s financial position, ~~are~~financial ~~capitalized~~performance, and cash flows. ~~Such~~SFAS ~~costs~~No. ~~will~~161 beis ~~amortized~~effective ~~using~~for ~~the~~financial ~~units-of-production~~statements ~~method over the~~issued ~~estimated~~for ~~life~~fiscal ofyears ~~the~~beginning ~~probable reserve. If mineral properties are subsequently abandoned or impaired~~after November 15, ~~any capitalized costs will be~~ ~~charged~~2008, towith early ~~operations~~adoption encouraged. The adoption of this statement did not have a material effect on our company's consolidated financial statements.

~~Long~~In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-~~lived~~controlling ~~Assets~~interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on our company's consolidated financial statements.

In ~~accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the~~ ~~Company~~December ~~tests~~2007, ~~long-lived~~the ~~assets~~FASB orissued SFAS ~~asset~~No. ~~groups~~160, ~~for~~“Non-controlling ~~recoverability~~Interests ~~when events or changes~~ in ~~circumstances~~Consolidated ~~indicate~~Financial ~~that~~Statements ~~their~~Liabilities ~~carrying~~– ~~amount~~an ~~may~~Amendment ~~not~~of beARB No. ~~recoverable~~51”. ~~Circumstances~~This ~~which~~statement ~~could~~amends ~~trigger~~ARB a51 ~~review include, but are not limited~~ to: ~~significant~~establish ~~decreases~~accounting inand ~~the~~reporting ~~market~~standards ~~price~~for of the ~~asset;~~Non-controlling ~~significant adverse changes~~ interest in ~~the~~a ~~business~~subsidiary ~~climate~~and ~~or legal factors; accumulation of costs significantly in excess of the amount originally expected~~ for the ~~acquisition~~deconsolidation ~~or construction~~ of ~~the asset; current period cash flow or operating losses combined with~~ a ~~history~~subsidiary. ofThis ~~losses~~statement oris aeffective ~~forecast~~for offiscal ~~continuing~~years, ~~losses associated with the use of the asset;~~ and ~~current~~interim ~~expectation~~periods within ~~that~~those ~~the~~fiscal ~~asset~~years, ~~will~~beginning ~~more~~on ~~likely than not be sold~~ or ~~disposed~~after ~~significantly~~December ~~before~~15, ~~the~~2008, ~~end~~and ofearlier ~~its~~adoption ~~estimated~~is ~~useful life~~prohibited. ~~Recoverability~~The isadoption ~~assessed~~of ~~based~~this ~~on the carrying amount of the asset and its fair value which~~ statement is ~~generally determined based on the sum of the~~ ~~undiscounted~~not ~~cash flows~~ expected to ~~result~~have ~~from~~a ~~the~~material ~~use~~effect ~~and~~on ~~the~~our ~~eventual~~company’s ~~disposal~~consolidated offinancial ~~the asset, as well as specific appraisal in certain instances~~statements. ~~An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.~~

In February 2007, the FASB issued SFAS No. 159, “The Fair Value Option for Financial ~~Instruments~~Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after November 15, 2007. Early adoption is permitted as of the beginning of a fiscal year that begins on or before November 15, 2007, provided the entity also elects to apply the provision of SFAS No. 157, “Fair Value Measurements”. The adoption of this statement did not have a material effect on our company's consolidated financial statements.

~~The~~In ~~fair~~September ~~values of financial instruments~~2006, ~~which~~the ~~include~~FASB ~~cash,~~issued SFAS ~~accounts~~No. ~~payable and accrued liabilities~~157, ~~amounts~~“Fair ~~due~~Value toMeasurements”. aThe ~~related~~objective ~~party~~of ~~and~~SFAS ~~loans~~No. ~~payable,~~157 ~~were~~is ~~estimated~~ to ~~approximate~~increase ~~their~~consistency ~~carrying~~and ~~values~~comparability in ~~due~~fair tovalue ~~the~~measurements ~~immediate~~and ~~or short-term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure~~ to ~~market~~expand ~~risks~~disclosures ~~from~~about ~~changes~~fair invalue ~~foreign~~measurements. ~~currency~~SFAS ~~rates~~No. ~~The~~157 ~~financial~~defines ~~risk~~fair isvalue, ~~the risk to~~establishes a ~~the~~framework ~~Company’s~~for ~~operations~~measuring ~~that~~fair ~~arise~~value ~~from fluctuations~~ in ~~foreign~~generally ~~exchange~~accepted ~~rates~~accounting principles, and ~~the~~expands ~~degree~~disclosures ofabout ~~volatility~~fair ofvalue ~~these~~measurements. SFAS ~~rates~~No. ~~Currently,~~157 ~~the~~applies ~~Company~~under ~~does~~other ~~not~~accounting ~~use~~pronouncements ~~derivative~~that ~~instruments~~require toor ~~reduce~~permit ~~its~~fair ~~exposure~~value tomeasurements ~~foreign~~and ~~currency~~does ~~risk.~~not require any

~~Income Taxes~~19

~~The~~new fair ~~Company~~value ~~accounts~~measurements. ~~for~~The ~~income~~provisions ~~taxes~~of ~~using the asset and liability method in accordance with~~ SFAS No. ~~109,~~ ~~“Accounting~~157 ~~for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities~~ are ~~recognized~~effective for ~~the~~fair ~~expected~~value ~~future~~measurements ~~tax~~made ~~consequences~~in offiscal ~~temporary~~years ~~differences~~beginning after ~~between~~November ~~the financial reporting and tax bases of assets and liabilities~~15, ~~and for operating loss and tax credit carry-forwards~~2007. ~~Deferred~~ ~~tax~~The ~~assets~~adoption ~~and~~of ~~liabilities~~this ~~are~~statement ~~measured~~did ~~using~~not ~~the~~have ~~currently~~a ~~enacted~~material ~~tax rates and laws that will be in~~ effect ~~when~~on ~~the~~our ~~differences~~company's ~~are~~consolidated ~~expected to reverse~~financial statements. ~~The Company records a valuation allowance to reduce deferred tax assets to the amount that is believed more likely than not to be realized.~~

~~Stock-based~~Item ~~Compensation~~3. Quantitative Disclosures About Market Risks

~~The~~As ~~Company~~a ~~records stock-based compensation in accordance with SFAS No. 123R,~~ “~~Share~~smaller ~~Based Payments~~reporting company”, we ~~using the fair value method. All transactions in which goods or services~~ are ~~the~~not ~~consideration received~~required ~~for~~to ~~the~~provide ~~issuance of equity instruments are accounted for based on~~ the ~~fair~~information ~~value~~required ofby ~~the~~this ~~consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable~~Item.

~~Recent~~Item ~~Accounting~~4T. ~~Pronouncements~~Controls and Procedures.

~~In June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position EITF 03-6-1,~~We ~~“Determining~~maintain ~~Whether~~disclosure ~~Instruments~~controls ~~Granted~~and procedures that are designed to ensure that information required to be disclosed in ~~Share-Based~~our ~~Payment~~reports ~~Transactions~~filed ~~Are~~under ~~Participating~~ the Securities”. ~~FSP EITF 03-6-1 addresses whether instruments granted~~ Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in ~~share-based payment transactions are participating~~ ~~securities~~the ~~prior~~Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to ~~vesting~~our management, including our president (our principal executive officer) our chief financial officer (our principal financial officer and ~~therefore~~principal ~~need~~accounting officer) to beallow ~~included~~for intimely ~~the~~decisions ~~computation~~regarding required disclosure. In designing and evaluating our disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of ~~earnings~~achieving ~~per~~the ~~share~~desired ~~under~~control objectives, and our management is required to apply its judgment in evaluating the ~~two~~cost-benefit relationship of possible controls and procedures.

~~class~~Under ~~method~~the supervision and with the participation of our management, including our president (our principal executive officer) our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as ~~described~~defined in ~~FASB~~Rules ~~Statement~~13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, ~~Financial~~as ~~Accounting~~of ~~Standards~~the Noend of the period covered by this report. ~~128~~Based on this evaluation, ~~“Earnings~~our ~~per~~president ~~Share~~(our principal executive officer) our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were not effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.” Management’s conclusion was based on the fact that the auditors identified several adjustments to our financial statements for the period ended February, 2010.

~~FSP~~Additionally, ~~EITF~~there ~~03-6-1~~were isno ~~effective~~changes in ~~for~~our ~~financial~~internal ~~statements~~controls ~~issued~~or ~~for~~in ~~fiscal~~other ~~years~~factors ~~beginning~~that oncould significantly affect these controls subsequent to the evaluation date. We have not identified any significant deficiencies or ~~after~~material ~~December 15~~weaknesses in our internal controls, and therefore there were no corrective actions taken.

~~2008~~PART ~~and~~II ~~earlier~~- ~~adoption~~OTHER ~~is prohibited. The adoption of this statement is not expected to have a material effect on our company’s consolidated financial statements.~~INFORMATION

InItem ~~May 2008, the FASB issued SFAS No~~1. ~~162,~~Legal ~~“The Hierarchy of Generally Accepted Accounting Principles”~~Proceedings. SFAS No. 162 identifies the sources of accounting principles and the framework for selecting the principles to be used in the preparation of financial statements of nongovernmental entities that are presented in conformity with generally accepted accounting principles in the United States. It is effective 60 days following the SEC’s approval of the Public Company Accounting Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly in Conformity With Generally Accepted Accounting Principles”. The adoption of this statement is not expected to have a material effect on our company’s consolidated financial statements.

InWe ~~March~~know ~~2008~~of no material, ~~the~~existing or ~~FASB~~pending ~~issued~~legal ~~SFAS~~proceedings Noagainst our company, nor are we involved as a plaintiff in any material proceeding or pending litigation. There ~~161~~are no proceedings in which any of our directors, ~~“Disclosures~~officers ~~about~~or ~~Derivative~~affiliates, ~~Instruments~~or ~~and~~any ~~Hedging~~registered ~~Activities~~or beneficial shareholder, is an adverse party or has a material interest adverse to our interest.

~~– an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for~~Item derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial position, financial performance, and cash flows1A. ~~Entities~~Risk are required to provide enhanced disclosures about: (a) how and why an entity uses derivative instruments; (b) how derivative instruments and related hedged items are accounted for under SFAS No. 133 and its related interpretations; and (c) how derivative instruments and related hedged items affect an entity’s financial position, financial performance, and cash flows. SFAS No. 161 is effective for financial statements issued for fiscal years beginning after November 15,Factors

~~2008~~Much of the information included in this quarterly report includes or is based upon estimates, projections or other "forward looking statements". Such forward looking statements include any projections or estimates made by us and our management in connection with ~~early adoption encouraged~~ our business operations. ~~The adoption~~ While these forward-looking statements, and any assumptions upon which they are based, are made in good faith and reflect our current judgment regarding the direction of ~~this statement did not have a material effect on~~ our ~~company's~~business, ~~consolidated~~actual ~~financial~~results ~~statements~~will almost always vary, sometimes materially, from any estimates, predictions, projections, assumptions or other future performance suggested herein.

In December 2007, the FASB issued SFAS No. 141 (revised 2007), “Business Combinations”. SFAS No. 141 (revised 2007) establishes principles and requirements for how the acquirer of a business recognizes and measures in its financial statements the identifiable assets acquired, the liabilities assumed, and any non-controlling interest in the acquiree. The statement also provides guidance for recognizing and measuring the goodwill acquired in the business combination and determines what information to disclose to enable users of the financial statements to evaluate the nature and financial effects of the business combination. SFAS No. 141 (revised 2007) applies prospectively to business combinations for which the acquisition date is on or after the beginning of the first annual reporting period beginning on or after December 15, 2008. The adoption of this statement is not expected to have a material effect on our company's consolidated financial statements.20

~~In December 2007~~Such estimates, ~~the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial~~ ~~Statements~~projections ~~Liabilities~~or –other an"forward ~~Amendment~~looking ofstatements" ~~ARB~~involve ~~No.~~various ~~51”.~~risks ~~This~~and ~~statement~~uncertainties ~~amends~~as ~~ARB~~outlined 51below. We tocaution ~~establish~~the ~~accounting~~reader ~~and~~that ~~reporting~~important ~~standards~~factors ~~for~~in ~~the~~some ~~Non-controlling~~cases ~~interest~~have inaffected ~~a subsidiary~~ and, ~~for~~in the ~~deconsolidation~~future, ofcould amaterially ~~subsidiary.~~affect ~~This~~actual ~~statement~~results and iscause ~~effective~~actual ~~for~~results ~~fiscal~~to ~~years,~~differ ~~and~~materially ~~interim~~from ~~periods~~the ~~within~~results ~~those~~expressed ~~fiscal~~in ~~years,~~any ~~beginning~~such onestimates, projections or ~~after~~other ~~December~~"forward looking statements".

~~15,~~Our ~~2008,~~common ~~and~~shares ~~earlier~~are ~~adoption~~considered speculative isduring ~~prohibited.~~the ~~The~~development ~~adoption~~ of ~~this~~our ~~statement~~new isbusiness ~~not~~operations. ~~expected~~Prospective toinvestors ~~have~~should aconsider ~~material~~carefully ~~effect~~the onrisk ~~our~~factors set ~~company’s~~out ~~consolidated financial statements~~below.

InRISKS ~~February~~RELATED ~~2007,~~TO ~~the~~OUR FASB issued SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities – Including an Amendment of FASB Statement No. 115”. This statement permits entities to choose to measure many financial instruments and certain other items at fair value. Most of the provisions of SFAS No. 159 apply only to entities that elect the fair value option. However, the amendment to SFAS No. 115 “Accounting for Certain Investments in Debt and Equity Securities” applies to all entities with available-for-sale and trading securities. SFAS No. 159 is effective as of the beginning of an entity’s first fiscal year that begins after NovemberBUSINESS

~~15,~~All ~~2007.~~of ~~Early~~our ~~adoption~~properties are in the exploration stage. There is ~~permitted~~no asassurance ofthat we can establish the ~~beginning~~existence of aany ~~fiscal~~mineral ~~year~~resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and if we do not do so we will lose all of the funds that ~~begins~~we expend on orexploration. ~~before~~If ~~November 15~~we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

~~2007,~~Despite ~~provided~~exploration ~~the~~work ~~entity~~on ~~also~~our ~~elects~~mineral properties, towe ~~apply~~have ~~the~~not ~~provision~~established that any of ~~SFAS~~them ~~No.~~contain ~~157~~any mineral reserve, ~~“Fair~~nor ~~Value~~can ~~Measurements”. The~~there ~~adoption~~be ofany ~~this~~assurance ~~statement~~that ~~did~~we ~~not~~will ~~have~~be able ato ~~material~~do ~~effect~~so. onIf ~~our~~we ~~company's~~do ~~consolidated~~not, ~~financial~~our ~~statements~~business could fail.

InA ~~September~~mineral ~~2006,~~reserve is defined by the Securities ~~FASB~~and ~~issued~~Exchange ~~SFAS~~Commission ~~No.~~in ~~157,~~its ~~“Fair~~Industry ~~Value~~Guide ~~Measurements”.~~7 ~~The~~(which ~~objective~~can ofbe ~~SFAS~~viewed Noover the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) ~~157~~as isthat topart ~~increase~~of ~~consistency~~a ~~and~~mineral ~~comparability~~deposit inwhich ~~fair~~could ~~value~~be ~~measurements~~economically and tolegally ~~expand~~extracted ~~disclosures~~or ~~about~~produced ~~fair~~at ~~value~~the ~~measurements.~~time ~~SFAS~~of Nothe reserve determination. The ~~157~~probability ~~defines~~of ~~fair~~an ~~value,~~individual ~~establishes~~prospect aever ~~framework~~having ~~for~~a ~~measuring~~"reserve" ~~fair~~that ~~value in~~meets ~~generally~~the ~~accepted~~requirements ~~accounting~~of ~~principles,~~the Securities and ~~expands~~Exchange Commission's ~~disclosures~~Industry ~~about~~Guide ~~fair~~7 ~~value~~is ~~measurements.~~extremely ~~SFAS No.~~remote; ~~157~~in ~~applies~~all ~~under~~probability ~~other~~our ~~accounting~~mineral ~~pronouncements~~resource ~~that~~property ~~require~~does ornot ~~permit~~contain ~~fair~~any ~~value~~'reserve' and ~~measurements~~any ~~and~~funds ~~does~~that ~~not~~we ~~require~~spend ~~any~~on exploration will probably be lost.

~~new~~Even ~~fair~~if ~~value~~we ~~measurements.~~do ~~The~~eventually ~~provisions~~discover a mineral reserve on one or more of ~~SFAS~~our ~~No.~~properties, ~~157~~there ~~are~~can ~~effective~~be ~~for~~no ~~fair~~assurance ~~value~~that ~~measurements~~we ~~made~~will inbe ~~fiscal~~able ~~years~~to ~~beginning~~develop ~~after~~our ~~November~~properties ~~15,~~into producing ~~2007.~~mines ~~The~~and ~~adoption~~extract ofthose ~~this~~resources. ~~statement~~Both ~~did~~mineral ~~not~~exploration ~~have~~and development involve a ~~material~~high ~~effect~~degree onof ~~our~~risk ~~company's~~and ~~consolidated~~few ~~financial~~properties which ~~statements~~are explored are ultimately developed into producing mines.

~~Item~~The 3commercial viability of an established mineral deposit will depend on a number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource to infrastructure such as a smelter, roads and a point for shipping, government regulation and market prices. ~~Quantitative~~Most ~~Disclosures~~of ~~About~~these ~~Market~~factors ~~Risks~~will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.

AsMineral operations are subject to applicable law and government regulation. Even if we discover a ~~“smaller~~mineral ~~reporting~~resource ~~company”~~in a commercially exploitable quantity, wethese laws ~~are~~and ~~not~~regulations ~~required~~could torestrict ~~provide~~or prohibit the ~~information~~exploitation ~~required~~of bythat ~~this~~mineral ~~Item~~resource. If we cannot exploit any mineral resource that we might discover on our properties, our business may fail.

~~Item~~Both 4Tmineral exploration and extraction require permits from various foreign, federal, state, provincial and local governmental authorities and are governed by laws and regulations, including those with respect to prospecting, mine development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There ~~Controls~~can be no assurance that we will be able to obtain or maintain any of the permits required for the continued exploration of our mineral properties or for the construction and ~~Procedures~~operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We ~~maintain~~believe ~~disclosure~~that ~~controls~~we ~~and~~are ~~procedures~~in ~~that~~compliance with ~~are~~all ~~designed~~material tolaws ~~ensure~~and regulations that ~~information~~currently ~~required~~apply to ~~be disclosed in~~ our ~~reports~~activities ~~filed~~but ~~under~~there ~~the~~can ~~Securities~~be ~~Exchange~~no ~~Act~~assurance ofthat ~~1934~~we ,can ascontinue to ~~amended,~~remain ~~is recorded, processed, summarized and reported within the time periods specified~~ in ~~the~~compliance. ~~Securities~~Current ~~and~~laws ~~Exchange Commission's rules~~ and ~~forms,~~regulations ~~and~~could ~~that~~be ~~such~~amended ~~information is accumulated~~ and ~~communicated~~we tomight ~~our~~not ~~management,~~be ~~including~~able ~~our president (our principal executive officer) our chief financial officer (our principal financial officer and principal accounting officer)~~ to ~~allow~~comply ~~for~~with ~~timely~~them, ~~decisions~~as ~~regarding required disclosure~~amended. ~~In designing and evaluating our disclosure controls and procedures~~ Further, ~~our management recognizes that any controls and procedures, no matter how well designed and~~ ~~operated,~~there can ~~provide~~be ~~only~~no ~~reasonable~~ assurance ofthat ~~achieving~~we ~~the~~will ~~desired~~be ~~control~~able ~~objectives,~~to ~~and~~obtain ~~our~~or ~~management~~maintain isall ~~required~~permits tonecessary ~~apply~~for ~~its~~our ~~judgment~~future inoperations, or ~~evaluating~~that ~~the~~we ~~cost-benefit~~will ~~relationship~~be ofable ~~possible~~to ~~controls and procedures.~~obtain

Under the supervision and with the participation of our management, including our president (our principal executive officer) our chief financial officer (our principal financial officer and principal accounting officer), we have conducted an evaluation of the effectiveness of the design and operation of our disclosure controls and procedures, as defined in Rules 13a-15(e) and 15d-15(e) under the Securities and Exchange Act of 1934, as of the end of the period covered by this report. Based on this evaluation, our president (our principal executive officer) our chief financial officer (our principal financial officer and principal accounting officer) concluded as of the evaluation date that our disclosure controls and procedures were effective such that the material information required to be included in our Securities and Exchange Commission reports is recorded, processed, summarized and reported within the time periods specified in SEC rules and forms relating to our company, particularly during the period when this report was being prepared.21

~~Additionally,~~them on ~~there~~reasonable ~~were~~terms. noTo ~~changes~~the inextent ~~our~~such ~~internal~~approvals ~~controls~~are orrequired inand ~~other~~are ~~factors~~not ~~that~~obtained, ~~could~~we ~~significantly~~may ~~affect~~be ~~these~~delayed ~~controls subsequent to the evaluation date. We have not identified any significant deficiencies~~ or ~~material~~ ~~weaknesses~~prohibited infrom ~~our~~proceeding with ~~internal~~planned ~~controls,~~exploration ~~and~~or ~~therefore~~development ~~there~~of ~~were~~our nomineral ~~corrective actions taken~~properties.

~~PART~~If IIwe -establish ~~OTHER~~the ~~INFORMATION~~existence of ~~Item~~a 1mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. ~~Legal~~If ~~Proceedings~~we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.

WeIf ~~know~~we do discover mineral resources in commercially exploitable quantities on any of noour ~~material~~properties, ~~existing~~we orwill ~~pending~~be ~~legal~~required ~~proceedings~~to ~~against~~expend ~~our~~substantial ~~company~~sums of money to establish the extent of the resource, ~~nor~~develop ~~are~~processes weto ~~involved as~~extract ait ~~plaintiff~~and indevelop ~~any~~extraction ~~material~~and ~~proceeding~~processing orfacilities ~~pending~~and ~~litigation~~infrastructure. Although ~~There~~we ~~are~~may noderive ~~proceedings~~substantial inbenefits ~~which~~from ~~any~~the discovery of ~~our~~a ~~directors~~major deposit, ~~officers~~there orcan ~~affiliates~~be no assurance that such a resource will be large enough to justify commercial operations, ornor can there be any ~~registered~~assurance orthat ~~beneficial~~we ~~shareholder,~~will isbe anable ~~adverse~~to ~~party~~raise orthe ~~has~~funds required for development on a ~~material~~timely ~~interest~~basis. ~~adverse~~If towe cannot raise the necessary capital or complete the necessary facilities and infrastructure, our ~~interest~~business may fail.

~~Item~~Mineral 1Aexploration and development is subject to extraordinary operating risks. ~~Risk~~We ~~Factors~~do not currently insure against these risks. In the event of a cave-in or similar occurrence, our liability may exceed our resources, which would have an adverse impact on our company.

~~Much~~Mineral ofexploration, ~~the~~development and ~~information~~production ~~included~~involves inmany ~~this~~risks ~~quarterly~~which ~~report~~even ~~includes~~a orcombination isof ~~based~~experience, ~~upon~~knowledge ~~estimates,~~and ~~projections~~careful orevaluation ~~other~~may ~~"forward~~not ~~looking~~be ~~statements"~~able to overcome. ~~Such~~Our ~~forward~~operations ~~looking~~will ~~statements~~be ~~include~~subject ~~any~~to ~~projections~~all orthe ~~estimates~~hazards ~~made~~and byrisks usinherent in the exploration for mineral resources and, ~~our~~if we ~~management~~ discover a mineral resource in ~~connection~~commercially ~~with our~~exploitable ~~business~~quantity, our operations. ~~While these~~could ~~forward-looking statements,~~be subject to all of the hazards and risks ~~any~~inherent ~~assumptions~~in ~~upon~~the ~~which~~development ~~they~~and ~~are~~production ~~based~~of resources, ~~are~~including ~~made~~liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in ~~good~~work ~~faith~~stoppages and ~~reflect~~damage ~~our~~to property, ~~current judgment~~including ~~regarding~~damage to the ~~direction~~ environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of ~~our business, actual results will almost always vary, sometimes materially,~~ any liabilities that arise from any ~~estimates,~~ ~~predictions,~~such ~~projections,~~occurrence ~~assumptions~~would orhave ~~other~~a ~~future~~material ~~performance~~adverse ~~suggested~~impact ~~herein~~on our company.

~~Such~~Mineral ~~estimates,~~prices ~~projections~~are orsubject ~~other~~to dramatic ~~"forward looking statements" involve various risks~~ and ~~uncertainties~~unpredictable ~~as outlined below~~fluctuations. We caution the reader that important factors in some cases have affected and, in the future, could materially affect actual results and cause actual results to differ materially from the results expressed in any such estimates, projections or other "forward looking statements".

~~Our~~We ~~common~~expect ~~shares~~to ~~are~~derive ~~considered~~revenues, ~~speculative~~if any, ~~during~~either from the ~~development~~sale of our mineral resource properties or from the extraction and sale of precious and base metals such as gold, silver and copper. The price of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to new ~~business~~extraction developments ~~operations~~and improved extraction and production methods. ~~Prospective~~The ~~investors~~effect ~~should~~of ~~consider~~these ~~carefully~~factors on the ~~risk~~price ~~factors~~of ~~set~~base ~~out~~and ~~below~~precious metals, and therefore the economic viability of any of our exploration properties and projects, cannot accurately be predicted.

~~RISKS~~The ~~RELATED~~mining TOindustry ~~OUR~~is ~~BUSINESS~~highly competitive and there is no assurance that we will continue to be successful in acquiring mineral claims. If we cannot continue to acquire properties to explore for mineral resources, we may be required to reduce or cease operations.

~~All~~The ofmineral ~~our~~exploration, ~~properties~~development, and ~~are~~production inindustry ~~the~~is ~~exploration~~largely ~~stage~~un-integrated. ~~There~~We iscompete nowith ~~assurance~~other ~~that~~exploration companies looking for mineral resource properties. While we ~~can~~compete ~~establish~~with other exploration companies in the ~~existence~~effort ofto ~~any~~locate and acquire mineral resource onproperties, ~~any~~we will not compete with them for the removal or sales of mineral products from our properties inif ~~commercially~~we ~~exploitable~~should eventually discover the presence of them in quantities sufficient to make production economically feasible. ~~Until~~Readily weavailable ~~can~~markets doexist ~~so,~~worldwide ~~we cannot~~for ~~earn any revenues from operations and if we do not do so we will lose all of~~ the ~~funds that we expend on~~ ~~exploration~~sale of mineral products. IfTherefore, we dowill ~~not~~likely ~~discover~~be ~~any~~able ~~mineral~~to ~~resource~~sell inany amineral ~~commercially~~products ~~exploitable~~that ~~quantity,~~we ~~our~~identify ~~business~~and ~~could fail~~produce.

~~Despite~~In ~~exploration~~identifying ~~work~~and onacquiring ~~our~~ mineral resource properties, we ~~have~~compete ~~not~~with ~~established~~many ~~that~~companies ~~any~~possessing ofgreater ~~them~~financial ~~contain~~resources ~~any~~and ~~mineral~~technical ~~reserve,~~facilities. ~~nor~~This ~~can~~competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be ~~any~~no assurance that we will beacquire ~~able~~any tointerest doin ~~so.~~additional Ifmineral weresource doproperties ~~not,~~that ~~our~~might ~~business~~yield ~~could~~reserves ~~fail~~or result in commercial mining operations.

A mineral reserve is defined by the Securities and Exchange Commission in its Industry Guide 7 (which can be viewed over the Internet at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7 ) as that part of a mineral deposit which could be economically and legally extracted or produced at the time of the reserve determination. The probability of an individual prospect ever having a "reserve" that meets the requirements of the Securities and Exchange Commission's Industry Guide 7 is extremely remote; in all probability our mineral resource property does not contain any 'reserve' and any funds that we spend on exploration will probably be lost.22

~~Even~~Risks Related ifTo weOur do eventually discover a mineral reserve on one or more of our properties, there can be no assurance that we will be able to develop our properties into producing mines and extract those resources. Both mineral exploration and development involve a high degree of risk and few properties which are explored are ultimately developed into producing mines.Company

~~The~~We ~~commercial~~have ~~viability~~a oflimited anoperating ~~established mineral deposit will depend~~ history on awhich ~~number of factors including, by way of example, the size, grade and other attributes of the mineral deposit, the proximity of the resource~~ to ~~infrastructure~~ ~~such~~base asan aevaluation ~~smelter, roads and a point for shipping, government regulation and market prices. Most~~ of ~~these factors will be beyond~~ our ~~control,~~business and ~~any of them could increase costs and make extraction of any identified mineral resource unprofitable~~prospects.

~~Mineral~~ We have been in the business of exploring mineral resource properties since September 2006 and we have not yet located any mineral reserve. As a result, we have never had any revenues from our operations ~~are subject~~ . In addition, our operating history has been restricted to ~~applicable law~~ the acquisition and ~~government regulation. Even~~ exploration of our mineral properties and this does not provide a meaningful basis for an evaluation of our prospects if we ~~discover~~ ever determine that we have a mineral ~~resource in a commercially exploitable quantity, these laws~~ reserve and ~~regulations could restrict or prohibit~~ commence the ~~exploitation~~construction and operation of ~~that~~a mine. We have no way to evaluate the likelihood of whether our mineral ~~resource~~properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We Ifanticipate that we ~~cannot~~will ~~exploit~~continue to incur operating costs without realizing any ~~mineral~~revenues ~~resource~~during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are ~~might discover~~unable onto generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business ~~may~~development. ~~fail~~We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.

~~Both~~The ~~mineral~~fact ~~exploration~~that ~~and~~we ~~extraction~~have ~~require~~not ~~permits~~earned any ~~from~~operating ~~various~~revenues ~~foreign,~~since ~~federal,~~our ~~state,~~incorporation ~~provincial~~raises ~~and local~~substantial ~~governmental~~doubt ~~authorities~~about ~~and~~our ~~are~~ability ~~governed by laws and regulations, including those with respect~~ to ~~prospecting,~~ ~~mine~~continue development, mineral production, transport, export, taxation, labour standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. There can be no assurance that we will be able to ~~obtain~~explore ~~or maintain any of the permits required for the continued exploration of~~ our mineral properties as ~~or for the construction and operation of~~ a ~~mine~~going ~~on our properties at economically viable costs~~concern. ~~If we cannot accomplish these objectives, our business could fail.~~

We ~~believe~~have not generated any revenue from operations since our incorporation and we anticipate that we ~~are~~will incontinue ~~compliance~~to ~~with~~incur ~~all~~operating ~~material~~expenses ~~laws~~without revenues unless and ~~regulations~~until ~~that~~we ~~currently~~are ~~apply~~able to ~~our~~identify ~~activities~~a ~~but~~mineral ~~there~~resource ~~can~~in bea nocommercially ~~assurance~~exploitable ~~that~~quantity on one or more of our mineral properties and we ~~can~~build ~~continue~~and tooperate ~~remain~~a mine. We had cash in ~~compliance~~the amount of $355 as of August 31, 2010. ~~Current~~At ~~laws~~August 31, 2010, we had working capital deficit of $289,972. We incurred a net loss of $267,169 for the nine months ended August 31, 2010 and ~~regulations could~~$1,553,396 since inception on September 12, 2006. We estimate our average monthly operating expenses to be ~~amended~~approximately $7,800 to $9,500, including mineral property costs, management services and administrative costs. Should the results of our planned exploration require us to increase our current operating budget, we ~~might~~may ~~not~~have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to ~~comply~~successfully ~~with~~explore ~~them~~and develop our mineral properties, aswe will ~~amended~~probably find it difficult to raise debt financing from traditional lending sources. ~~Further~~We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to ~~obtain~~do orso. ~~maintain~~If ~~all~~we cannot ~~permits~~raise ~~necessary~~the ~~for~~money that we need to continue exploration of our ~~future~~mineral ~~operations~~properties, we may be forced to delay, scale back, or eliminate ~~that~~our weexploration ~~will~~activities. beIf ~~able~~any of these were to ~~obtain~~occur, there is a substantial risk that our business would fail.

~~them~~These oncircumstances ~~reasonable~~lead ~~terms~~our independent registered public accounting firm, in their report dated August 31, 2010, to comment about our company’s ability to continue as a going concern. ToManagement ~~the~~has ~~extent~~plans ~~such~~to ~~approvals~~seek ~~are~~additional ~~required~~capital through a private placement and public offering of its capital stock. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are ~~not~~no ~~obtained~~assurances that management’s plans will be realized, wemanagement ~~may~~believes that our company will be ~~delayed~~able orto ~~prohibited~~continue operations ~~from~~in ~~proceeding~~the ~~with~~future. ~~planned~~The ~~exploration~~consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or ~~development~~the amounts of and classification of liabilities that might be necessary in the event our company ~~mineral~~cannot ~~properties~~continue in existence.” We continue to experience net operating losses.

IfRisks weAssociated ~~establish~~with ~~the~~Our existence of a mineral resource on any of our properties in a commercially exploitable quantity, we will require additional capital in order to develop the property into a producing mine. If we cannot raise this additional capital, we will not be able to exploit the resource, and our business could fail.Common Stock

IfTrading ~~we do discover mineral resources in commercially exploitable quantities~~ on ~~any~~the ofOTC ~~our~~Bulletin ~~properties,~~Board may ~~we will~~ be ~~required~~volatile toand ~~expend~~sporadic, ~~substantial~~which ~~sums~~could ofdepress ~~money to establish~~ the ~~extent~~market price of ~~the~~our ~~resource,~~common ~~develop~~stock ~~processes~~and tomake ~~extract~~ it ~~and~~difficult ~~develop~~for ~~extraction~~our ~~and processing facilities and infrastructure. Although we may derive substantial benefits from the discovery of a major deposit, there can be no assurance that such a resource will be large enough~~ stockholders to ~~justify~~resell ~~commercial operations, nor can there be any assurance that we will be able to raise the funds required for~~their ~~development on a timely basis~~shares. ~~If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.~~

~~Mineral~~Our ~~exploration~~common ~~and~~stock ~~development~~ is ~~subject~~quoted toon ~~extraordinary~~the OTC ~~operating~~Bulletin ~~risks.~~Board Weservice doof ~~not~~the ~~currently~~Financial ~~insure~~Industry ~~against~~Regulatory ~~these risks~~Authority. InTrading ~~the event of a cave-~~in orstock ~~similar~~quoted ~~occurrence,~~on ~~our~~the ~~liability~~OTC ~~may~~Bulletin ~~exceed~~Board ~~our~~is often ~~resources, which~~thin ~~would~~and ~~have~~characterized anby ~~adverse~~wide ~~impact~~fluctuations onin ~~our company.~~trading

Mineral exploration, development and production involves many risks which even a combination of experience, knowledge and careful evaluation may not be able to overcome. Our operations will be subject to all the hazards and risks inherent in the exploration for mineral resources and, if we discover a mineral resource in commercially exploitable quantity, our operations could be subject to all of the hazards and risks inherent in the development and production of resources, including liability for pollution, cave-ins or similar hazards against which we cannot insure or against which we may elect not to insure. Any such event could result in work stoppages and damage to property, including damage to the environment. We do not currently maintain any insurance coverage against these operating hazards. The payment of any liabilities that arise from any such occurrence would have a material adverse impact on our company.23

~~Mineral~~ prices, due ~~are~~to ~~subject~~many factors that may have little to ~~dramatic~~do with our operations or business prospects. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and ~~unpredictable~~trading ~~fluctuations~~of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

WeOur ~~expect~~stock tois ~~derive~~a ~~revenues,~~penny ifstock. ~~any, either from the sale~~ Trading of our ~~mineral~~stock ~~resource~~may ~~properties~~be orrestricted ~~from~~by the ~~extraction~~SEC’s ~~and~~penny ~~sale~~stock ofregulations ~~precious~~ and ~~base~~FINRA’s ~~metals~~sales ~~such~~practice ~~as gold~~requirements, ~~silver~~which may ~~and~~limit ~~copper.~~a ~~The~~stockholder’s ~~price~~ability of those commodities has fluctuated widely in recent years, and is affected by numerous factors beyond our control, including international, economic and political trends, expectations of inflation, currency exchange fluctuations, interest rates, global or regional consumptive patterns, speculative activities and increased production due to ~~new extraction developments and~~ ~~improved~~buy ~~extraction~~ and ~~production~~sell ~~methods. The effect of these factors on the price of base and precious metals, and therefore the economic viability of any of~~ our ~~exploration properties and projects, cannot accurately be~~ ~~predicted~~stock.

~~The~~Our ~~mining industry~~stock is ~~highly~~a ~~competitive~~penny stock. The Securities and ~~there~~Exchange isCommission nohas ~~assurance~~adopted ~~that~~Rule ~~we will~~15g-9 ~~continue~~which generally defines “penny stock” to be ~~successful~~ any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in ~~acquiring~~excess ~~mineral~~of ~~claims~~$5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding $200,000 or $300,000 jointly with their spouse. IfThe wepenny ~~cannot~~stock ~~continue~~rules require a broker-dealer, prior to a ~~acquire~~transaction ~~properties~~in a penny stock not otherwise exempt from the rules, to ~~explore~~deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for ~~mineral~~the ~~resources~~penny stock, wethe ~~may~~compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be ~~required~~given to ~~reduce~~the customer orally or ~~cease~~in ~~operations~~writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.

~~The~~In ~~mineral~~addition ~~exploration,~~to ~~development,~~the “penny stock” rules promulgated by the Securities and ~~production~~Exchange ~~industry~~Commission, isthe ~~largely~~Financial ~~un-integrated.~~Industry WeRegulatory ~~compete~~Authority ~~with other~~has ~~exploration~~adopted ~~companies~~rules ~~looking~~that require ~~for~~that ~~mineral~~in ~~resource~~recommending ~~properties.~~an ~~While~~investment weto ~~compete~~a ~~with~~customer, ~~other~~a ~~exploration~~broker-dealer ~~companies~~must inhave reasonable grounds for believing that the ~~effort~~investment is suitable for that customer. Prior to ~~locate~~recommending ~~and~~speculative ~~acquire~~low ~~mineral~~priced ~~resource~~securities ~~properties~~to their non-institutional customers, webroker-dealers must ~~will~~make ~~not~~reasonable ~~compete~~efforts ~~with~~to ~~them~~obtain ~~for~~information about the ~~removal~~customer’s orfinancial ~~sales~~status, oftax ~~mineral~~status, ~~products~~investment ~~from~~objectives and ~~our~~other ~~properties~~information. ifUnder weinterpretations ~~should~~of ~~eventually~~these ~~discover~~rules, the ~~presence~~Financial ~~of them~~Industry inRegulatory ~~quantities~~Authority ~~sufficient~~believes tothat ~~make~~there ~~production~~is a ~~economically~~high ~~feasible.~~probability ~~Readily~~that ~~available~~speculative ~~markets~~low-priced ~~exist worldwide~~securities ~~for~~will ~~the~~not ~~sale~~be ofsuitable ~~mineral~~for ~~products~~at least some customers. ~~Therefore,~~The weFinancial ~~will~~Industry Regulatory ~~likely~~Authority’ berequirements ~~able~~make toit ~~sell~~more ~~any~~difficult ~~mineral~~for ~~products~~broker-dealers to recommend that wetheir ~~identify~~customers buy our common stock, which may limit your ability to buy and ~~produce~~sell our stock.

InOther identifying and acquiring mineral resource properties, we compete with many companies possessing greater financial resources and technical facilities. This competition could adversely affect our ability to acquire suitable prospects for exploration in the future. Accordingly, there can be no assurance that we will acquire any interest in additional mineral resource properties that might yield reserves or result in commercial mining operations.Risks

Trends, Risks ~~Related~~and ~~To Our Company~~Uncertainties

We have asought ~~limited~~to ~~operating~~identify ~~history~~what onwe believe ~~which~~ to ~~base~~be anthe ~~evaluation~~most ofsignificant risks to our business, ~~and~~but ~~prospects~~we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.

WeItem ~~have been in the business of exploring mineral resource properties since September 2006 and we have not yet located any mineral reserve~~2. AsUnregistered aSales ~~result, we have never had any revenues from our operations. In addition, our operating history has been restricted to the acquisition and exploration~~ of ~~our~~Equity ~~mineral~~Securities ~~properties~~ and ~~this~~Use ~~does not provide a meaningful basis for an evaluation~~ of our prospects if we ever determine that we have a mineral reserve and commence the construction and operation of a mine. We have no way to evaluate the likelihood of whether our mineral properties contain any mineral reserve or, if they do that we will be able to build or operate a mine successfully. We anticipate that we will continue to incur operating costs without realizing any revenues during the period when we are exploring our properties. We therefore expect to continue to incur significant losses into the foreseeable future. We recognize that if we are unable to generate significant revenues from mining operations and any dispositions of our properties, we will not be able to earn profits or continue operations. At this early stage of our operation, we also expect to face the risks, uncertainties, expenses and difficulties frequently encountered by companies at the start up stage of their business development. We cannot be sure that we will be successful in addressing these risks and uncertainties and our failure to do so could have a materially adverse effect on our financial condition. There is no history upon which to base any assumption as to the likelihood that we will prove successful and we can provide investors with no assurance that we will generate any operating revenues or ever achieve profitable operations.Proceeds

~~The fact that we have not earned any operating revenues since our incorporation raises substantial doubt about our ability to continue to explore our mineral properties as a going concern~~None.

We have not generated any revenue from operations since our incorporation and we anticipate that we will continue to incur operating expenses without revenues unless and until we are able to identify a mineral resource in a commercially exploitable quantity on one or more of our mineral properties and we build and operate a mine. We had cash in the amount of $355 as of August 31, 2009. At August 31, 2009, we had working capital deficit of24

~~$289,972.~~Item ~~We incurred a net loss of $267,169 for the nine months ended August 31, 2009 and $1,372,578 since inception on September 12, 2006~~3. WeDefaults ~~estimate~~Upon ~~our~~Senior ~~average monthly operating expenses to be approximately $7,800 to $9,500, including mineral property costs, management services and administrative costs~~Securities. Should the results of our planned exploration require us to increase our current operating budget, we may have to raise additional funds to meet our currently budgeted operating requirements for the next 12 months. As we cannot assure a lender that we will be able to successfully explore and develop our mineral properties, we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised our operating capital from sales of equity and debt securities, but there can be no assurance that we will continue to be able to do so. If we cannot raise the money that we need to continue exploration of our mineral properties, we may be forced to delay, scale back, or eliminate our exploration activities. If any of these were to occur, there is a substantial risk that our business would fail.

~~These circumstances lead our independent registered public accounting firm, in their report dated August 31, 2009, to comment about our company’s ability to continue as a going concern~~None. Management has plans to seek additional capital through a private placement and public offering of its capital stock. These conditions raise substantial doubt about our company’s ability to continue as a going concern. Although there are no assurances that management’s plans will be realized, management believes that our company will be able to continue operations in the future. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event our company cannot continue in existence.” We continue to experience net operating losses.

~~Risks~~Item ~~Associated~~4. ~~with~~Submission ~~Our~~of ~~Common~~Matters ~~Stock~~to a Vote of Security Holders.

~~Trading on the OTC Bulletin Board may be volatile and sporadic, which could depress the market price of our common stock and make it difficult for our stockholders to resell their shares~~None.

~~Our~~Item ~~common stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority~~5. ~~Trading~~Other ~~in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading~~Information

~~prices, due to many factors that may have little to do with our operations or business prospects~~None. This volatility could depress the market price of our common stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin Board is not a stock exchange, and trading of securities on the OTC Bulletin Board is often more sporadic than the trading of securities listed on a quotation system like NASDAQ or a stock exchange like Amex. Accordingly, shareholders may have difficulty reselling any of their shares.

~~Our~~Item ~~stock is a penny stock~~6. ~~Trading of our stock may be restricted by the SEC’s penny stock regulations and~~Exhibits.

~~FINRA’s~~Exhibits ~~sales~~required ~~practice~~by ~~requirements,~~Item ~~which~~601 of ~~may~~Regulation ~~limit a stockholder’s ability to buy and sell our stock.~~S-K

Our stock is a penny stock. The Securities and Exchange Commission has adopted Rule 15g-9 which generally defines “penny stock” to be any equity security that has a market price (as defined) less than $5.00 per share or an exercise price of less than $5.00 per share, subject to certain exceptions. Our securities are covered by the penny stock rules, which impose additional sales practice requirements on broker-dealers who sell to persons other than established customers and “accredited investors”. The term “accredited investor” refers generally to institutions with assets in excess of $5,000,000 or individuals with a net worth in excess of $1,000,000 or annual income exceeding

Exhibit	Description
Number
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo

$200,000 or $300,000 jointly with their spouse. The penny stock rules require a broker-dealer, prior to a transaction in a penny stock not otherwise exempt from the rules, to deliver a standardized risk disclosure document in a form prepared by the SEC which provides information about penny stocks and the nature and level of risks in the penny stock market. The broker-dealer also must provide the customer with current bid and offer quotations for the penny stock, the compensation of the broker-dealer and its salesperson in the transaction and monthly account statements showing the market value of each penny stock held in the customer’s account. The bid and offer quotations, and the broker-dealer and salesperson compensation information, must be given to the customer orally or in writing prior to effecting the transaction and must be given to the customer in writing before or with the customer’s confirmation. In addition, the penny stock rules require that prior to a transaction in a penny stock not otherwise exempt from these rules, the broker-dealer must make a special written determination that the penny stock is a suitable investment for the purchaser and receive the purchaser’s written agreement to the transaction. These disclosure requirements may have the effect of reducing the level of trading activity in the secondary market for the stock that is subject to these penny stock rules. Consequently, these penny stock rules may affect the ability of broker-dealers to trade our securities. We believe that the penny stock rules discourage investor interest in, and limit the marketability of, our common stock.25

In addition to the “penny stock” rules promulgated by the Securities and Exchange Commission, the Financial Industry Regulatory Authority has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the Financial Industry Regulatory Authority believes that there is a high probability that speculative low-priced securities will not be suitable for at least some customers. The Financial Industry Regulatory Authority’ requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock.SIGNATURES

~~Other~~Pursuant ~~Risks~~to the requirements of Section 13 or 15(d) 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.

Trends, Risks and Uncertainties

	CHANCERY RESOURCES, INC.
	(Registrant)


Dated: April 20, 2011	/s/ Rafael Pinedo
	Rafael Pinedo
	President and Director
	(Principal Executive Officer)

We have sought to identify what we believe to be the most significant risks to our business, but we cannot predict whether, or to what extent, any of such risks may be realized nor can we guarantee that we have identified all possible risks that might arise. Investors should carefully consider all of such risk factors before making an investment decision with respect to our common stock.20

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

Item 3. Defaults Upon Senior Securities.

None.

Item 4. Submission of Matters to a Vote of Security Holders.

None.

Item 5. Other Information

None.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-K

Exhibit Description

Number

(31) Rule 13a-14(a)/15d-14(a) Certifications

31.1* Section 302 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo

(32) Section 1350 Certifications

32.1* Section 906 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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.

CHANCERY RESOURCES, INC.

(Registrant)

Dated: October 14, 2010 /s/ Rafael Pinedo Rafael Pinedo President and Director

(Principal Executive Officer)

EXHIBIT 31.1

CERTIFICATION PURSUANT TO

18 U.S.C. ss 1350, AS ADOPTED PURSUANT TO SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

I, Rafael Pinedo, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Chancery Resources, Inc.;

2. Based on my knowledge, this 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 report;

3. Based on my knowledge, the financial statements, and other financial information included in this 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 report;

4. The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, 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 report is being prepared;

(b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; and

5. The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):

(a) All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and

(b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal control over financial reporting.

Date: October 14, 2010

/s/ Rafael Pinedo

Rafael Pinedo

President and Director

Principal Executive Officer

EXHIBIT 32.1

CERTIFICATION PURSUANT TO

18 U.S.C. SECTION 1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

I, Rafael Pinedo, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the

Sarbanes-Oxley Act of 2002, that:

(1) the Quarterly Report on Form 10-Q of Chancery Resources, Inc. for the period ended August 31, 2009 (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 Chancery Resources, Inc.

Dated: October 20, 2009

/s/ Rafael Pinedo Rafael Pinedo President and Director

(Principal Executive Officer)

Chancery Resources, Inc.

A signed original of this written statement required by Section 906, or other document authenticating, acknowledging, or otherwise adopting the signature that appears in typed form within the electronic version of this written statement required by Section 906, has been provided to Chancery Resources, Inc. and will be retained by Chancery Resources, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		CHANCERY RESOURCES, INC.
Date: October 14, 2010	By:	/s/ Rafael Pinedo
		Rafael Pinedo
		President and Director

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