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

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-K

(Mark One)

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

For the fiscal year ended November 30, ~~2008~~ 2009

~~[ ]~~o TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from [ ] to [ ]

Commission file number 000-51163

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

Nevada	N/A
(State or other jurisdiction of incorporation or organization)	(I.R.S. Employer Identification No.)
4400 Westgrove Drive, Suite 104, Dallas, Texas	75001
(Address of principal executive offices)	(Zip Code)
Registrant's telephone number, including area code:	(214) 288-9897

(Exact name of registrant as specified in its charter)

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

4400 Westgrove Drive, Suite 104, Dallas, Texas	75001
(Address of principal executive offices)	(Zip Code)

Registrant's telephone number, including area code:	972-655-9870

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class	Name of Each Exchange On Which Registered
N/A	N/A

Securities registered pursuant to Section 12(g) of the Act:

Common Stock, Par Value $0.00001 ~~(Title of class)~~

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

Indicate by check mark if the registrant is ~~not~~a ~~required~~well-known toseasoned ~~file reports~~issuer, ~~pursuant~~as todefined ~~Section~~in Rule 13405 ~~or Section 15(d) of~~ the ~~Act~~Securities ~~Yes [ ] No [X]~~ Act.

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 last 90 days. Yes ~~[X]~~ ¨ No ~~[ ]~~ x

Indicate by check mark if ~~disclosure~~the ofregistrant ~~delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter)~~ is not ~~contained~~ ~~herein,~~required ~~and will not be contained,~~ to ~~the~~file ~~best~~reports ofpursuant ~~registrant's~~to ~~knowledge,~~Section in13 ~~definitive proxy~~ or ~~information~~Section ~~statements~~15(d) ~~incorporated by reference in Part III~~ of ~~this~~the ~~Form 10-K or any amendment to this Form 10-K. [ ]~~ Act

Yes ¨ No x

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

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition 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 [¨ ] Smaller reporting company ~~[X]~~x

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

~~The~~Yes ~~aggregate market value of Common Stock held by~~¨ No non-affiliates of the Registrant on February 23, 2009 was $191,750 based on a $0.01 closing price for the Common Stock on February 23, 2009. For purposes of this computation, all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant. x

~~Indicate~~The aggregate ~~the~~market ~~number~~value of ~~shares~~Common ~~outstanding~~Stock ofheld ~~each~~by non-affiliates of the Registrant ~~registrant’s~~on ~~classes~~February of24, ~~common~~2010was ~~stock~~$322,500 based ason ofa $0.01 closing price for the ~~latest~~Common ~~practicable~~Stock ~~date.~~on 32February 24,~~250,000~~ as2010. For purposes of ~~February~~this 23computation, ~~2009~~all executive officers and directors have been deemed to be affiliates. Such determination should not be deemed to be an admission that such executive officers and directors are, in fact, affiliates of the Registrant.

Indicate the number of shares outstanding of each of the registrant’s classes of common stock as of the latest practicable date. 32,250,000 as of February 23, 2010

DOCUMENTS INCORPORATED BY REFERENCE

None.

TABLE OF CONTENTS

Item 1.	Business	43
Item 1A.	Risk Factors	1110
Item 1B.	Unresolved Staff Comments	1514
Item 2.	Properties	1514
Item 3.	Legal Proceedings	1514
Item 4.	Submission of Matters to a Vote of Security Holders	1514
Item 5.	Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities	1514
Item 6.	Selected Financial Data	1615
Item 7.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	1615
Item 7A.	Quantitative and Qualitative Disclosures About Market Risk	2120
Item 8.	Financial Statements and Supplementary Data	2120
Item 9.	Changes in and Disagreements With Accountants on Accounting and Financial Disclosure	2822
Item 9A(T).	Controls and Procedures	2822
Item 9B.	Other Information	2822
Item 10.	Directors, Executive Officers and Corporate Governance	2923
Item 11.	Executive Compensation	3125
Item 12.	Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters	3327
Item 13.	Certain Relationships and Related Transactions, and Director Independence	3529
Item 14.	Principal Accounting Fees and Services	3529
Item 15.	Exhibits, Financial Statement Schedules	3731

3 2

PART I

Item 1. Business

This annual report contains forward-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~~ comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the ~~section~~ section entitled “Risk 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.

Our financial statements are stated in United States Dollars (US$) and are prepared in accordance with United States Generally Accepted ~~Accounting~~ Accounting Principles.

In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to “common shares” refer to the common shares in our capital stock.

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

General Overview and Business Development over the Last Three Years

We 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.

We maintain our statutory registered agent's office at The Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada 89511 and our business office and mailing address is 4400 Westgrove Drive, Suite ~~104~~ 106, Dallas, Texas 75001. Our telephone number is ~~(214) 288~~972-~~9897~~655-9870.

Since October 2006, we held the rights to nine Mineral Titles Online cells referred to as the Hunter property, through Geoffrey Gachallan, a former director and officer of our company, who held the property for us in trust. On September 9, 2008, our rights to the claim expired.

On March 19, 2008, we entered into a mining acquisition agreement with Altos de Amador S.A., wherein we have agreed to purchase a 100% interest in certain mineral claims in Valparaiso, Antioquia, Colombia, known as the El Cafetal Mine.

As consideration for the purchase, we have agreed to pay to Altos de Amador $270,000 cash, to 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.~~

4(b) $70,000 to be provided within 30 days of signing the acquisition agreement (paid); and

In(c) ~~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~~150,000 ofto ~~the purchase price, after which, profits shall~~ be ~~split~~provided within 90% ~~to our~~days ~~company~~of ~~and~~signing ~~10% to~~ the ~~vendor.~~acquisition ~~We have the right to acquire the vendor’s 10% profit interest at any time for $370,000~~agreement.

Effective April 4, 2008, we entered into an amending agreement with Altos de 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 $210,000, 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. 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.3

~~To date~~In addition, we have ~~not~~agreed ~~made~~to ~~the~~split ~~final~~profits ~~$150,000~~from ~~payment~~mining asoperations – 60% to our ~~required~~company byand 40% to the ~~mining~~vendor ~~acquisition~~until ~~agreement.~~such Wetime ~~plan~~as towe ~~hold~~have ~~such~~paid ~~payment~~$210,000 ~~until~~ of the purchase ~~above~~price, ~~title~~after ~~requirements~~which, ~~have~~profits ~~been~~shall ~~complied~~be ~~with~~split ~~and~~90% orto ~~alternatively~~our tocompany ~~pay~~and 10% to the ~~outstanding~~vendor. ~~governmental~~We ~~fees~~have ~~due~~the onright ~~the~~to Elacquire ~~Cafatel~~the ~~mine~~vendor’s ~~and~~10% ~~deduct~~profit ~~these~~interest at ~~amounts~~any ~~from~~time ~~the~~for ~~final~~ $~~150~~370,000 ~~payment~~.

OnEffective April ~~October 16~~4, 2008, ~~Rafael~~we A.entered ~~Pinedo~~into an amending agreement with Altos de 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 ~~Jeffrey~~40% ~~Fanning~~to ~~were~~the vendor. Upon our company having paid a further $210,000, ~~appointed~~in asaddition ~~directors~~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. 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.

~~Subsequent~~To todate, we ~~such~~have ~~appointments,~~not onmade ~~October~~the ~~16,~~final ~~2008~~$150,000 ~~Juan~~payment as required by the mining ~~Restrepo~~acquisition ~~Gutierrez~~agreement. ~~resigned~~We asplan ~~president~~to ~~and~~hold asuch ~~director~~payment ofuntil ~~our~~the ~~company~~above title requirements have been complied with and or alternatively to pay the outstanding ~~Rafael~~governmental A.fees ~~Pinedo~~due ~~was~~on ~~appointed~~the ~~president.~~El ~~Mr.~~Cafetal ~~Restrepo~~mine ~~remains~~and asdeduct ~~chief~~these amounts from the ~~executive~~final ~~officer~~$150,000 ~~chief~~payment. ~~financial~~As ~~officer,~~our ~~secretary~~initial mining acquisition agreement with Altos de Amador is no longer in good standing due to certain misrepresentation on warranties and ~~treasurer.~~representations Inmade on Altos de ~~addition~~Amador’s side, ~~Mr.~~we ~~Fanning~~have ~~was~~signed ~~appointed~~a ~~vice~~Mining ~~president~~Acquisition ofAgreement ~~exploration.~~on ~~Our~~April ~~board~~14 th , 2009 directly with the owners of the property, Inversiones Midas Limitada, to ~~directors~~continue ~~now~~negotiations, ~~consists~~which has a final payment of ~~Rafael~~$150,000 A.minus payments ~~Pinedo~~to ~~and~~the ~~Jeffery~~outstanding ~~Fanning.~~governmental fees due on the El Cafetal mine with no timeframe period for payment.

OnEffective April ~~November~~14, 42009, ~~2008~~we entered into an agreement with Inversiones Midas wherein the terms of profit split so that, ~~our~~upon ~~board~~commencement of ~~directors~~mining ~~designated 40~~operations,~~000,000~~ ~~shares~~all profits from the sale of ore shall be split 60% to our ~~preferred~~company ~~stock~~and as40% to the vendor. ~~Series~~Upon Aour ~~Preferred~~company ~~Stock.~~having ~~Each~~paid a further 720 million Colombian pesos ~~share~~(estimated value of ~~Series~~land Aand ~~Preferred~~equipment), ~~Stock~~Inversiones isMidas ~~convertible~~agrees ~~into~~to ~~shares~~give and transfer 50% ownership of ~~our~~the ~~common~~Mining ~~stock~~title, in addition to the funds payable onpursuant to the ~~basis~~terms of ~~one~~the ~~(1)~~mining ~~share~~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 ~~Series~~additional A780 ~~Preferred~~million ~~Stock~~Colombian ~~for~~pesos, ~~one-fifth~~and ~~(1/5)~~then the remaining 50% of the ~~one~~Title ~~share~~ownership ofwill ~~our~~be ~~Common~~transferred ~~Stock;~~to our company.

On October ~~November 6~~16, 2008, ~~we entered into a consulting agreement with~~ Rafael ~~Pinedo, our President~~A. ~~The~~Pinedo ~~term of the agreement is for a period of one year~~ and inJeffrey ~~consideration~~Fanning ~~for~~were ~~the~~appointed ~~services to be provided we have agreed to~~as ~~issue~~directors ~~1,000,000 restricted shares~~ of our ~~common stock to Mr~~company. ~~Pinedo.~~

OnSubsequent to ~~November~~such 6appointments, on October 16, 2008, weJuan ~~entered~~Restrepo ~~into~~Gutierrez aresigned ~~mineral property~~as ~~acquisition~~president ~~agreement~~and ~~with~~a CBdirector ~~Resources~~of ~~Ltd.,~~our ~~BNP~~company ~~Resources LLC~~ and Rafael ~~Pinedo~~ toA. ~~acquire~~Pinedo ~~certain~~was ~~mineral property interests known as the HCL Property~~appointed ~~(the~~president. ~~HCL Property is comprised in part by our formerly owned Hunter Property)~~Mr. ~~The~~ ~~closing~~Restrepo ofremains ~~the~~as ~~transactions~~chief ~~contemplated~~executive inofficer, ~~the~~chief ~~mineral property acquisition~~financial ~~agreement~~officer, ~~occurred~~secretary onand ~~November 6, 2008~~treasurer. In ~~accordance with the closing of the mineral property acquisition agreement~~addition, weMr. ~~agreed~~Fanning towas ~~issue~~appointed ~~1,000,000 restricted~~vice ~~shares~~president of ~~our common stock to CB Resources Ltd~~exploration., ~~25,000,000~~Our ~~restricted~~board ~~shares~~ of ~~our~~ ~~Series~~directors Anow ~~Preferred~~consists ~~Stock~~of to Rafael ~~Pinedo and 6,000,000 restricted shares of our Series~~ A ~~Preferred Stock to BNP Resources LLC~~. ~~Due to land ownership~~ ~~restrictions~~Pinedo ~~under~~and ~~British~~Jeffery ~~Columbia laws, we entered into a trust agreement with CB Resources Ltd~~Fanning.~~, wherein CB Resources Ltd. agreed to hold the mineral property interests in trust for our company.~~

On November 124, 2008, weour ~~incorporated~~board aof ~~wholly~~directors ~~owned~~designated ~~subsidiary~~40,000,000 shares of our ~~pursuant~~preferred tostock as the ~~laws~~Series A Preferred Stock. Each share of ~~the~~Series ~~Province~~A Preferred Stock is convertible into shares of ~~British~~our ~~Columbia~~common ~~under~~stock on the ~~name~~basis ~~Chancery~~of ~~Mining~~one ~~Canada~~(1) ~~Ltd.~~share of Series A Preferred Stock for one-fifth (1/5) of one share of our Common Stock;

On November ~~January 19~~6, ~~2009~~2008, we ~~acquired~~entered ~~through~~into ~~our~~a ~~wholly~~consulting ~~owned subsidiary,~~agreement ~~Chancery~~with ~~Mining~~Rafael ~~Canada~~Pinedo, ~~Ltd~~our President., anThe ~~undivided~~term of the agreement is for a period of one ~~hundred~~year ~~percent~~and ~~(100%)~~in ~~interest~~consideration infor ~~certain~~the ~~mineral~~services ~~interests~~to ~~located~~be inprovided ~~British~~we ~~Columbia,~~have ~~Canada~~agreed ~~known~~to issue 1,000,000 asrestricted ~~the~~shares ~~Fiddler~~of ~~Creek~~our ~~Property~~common stock to Mr. Pinedo.

5On November 6, 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 formerly owned Hunter Property). The closing of the transactions contemplated 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 common stock to CB Resources Ltd., 25,000,000 restricted shares of our Series A Preferred Stock to Rafael Pinedo and 6,000,000 restricted shares of our Series A Preferred Stock to BNP Resources LLC. Due to land ownership restrictions under British Columbia laws, we entered into a trust agreement with CB Resources Ltd., wherein CB Resources Ltd. agreed to hold the mineral property interests in trust for our company.

~~The~~On November ~~Fiddler~~12, ~~Creek Property is comprised of 25 mineral claims~~2008, ~~totaling~~we ~~465.74~~incorporated ~~hectares located within the Omineca Mining Division in northwestern British Columbia. The acquired block of claims counts with records of~~ a ~~past~~wholly ~~producer~~owned ~~“Fiddler~~subsidiary ~~Creek,”~~pursuant ~~which~~to ~~describes~~ the laws ~~geology~~ of the ~~Property~~Province ~~as an area that is underlain by argillites~~ of ~~the~~British ~~Jurassic~~Columbia tounder ~~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~~name ~~area~~Chancery ~~are~~Mining ~~Silver, Gold, Lead and Zinc~~Canada Ltd. ~~Geophysical, soil, rock and core samples will be analyzed soon; an exploration program recommended by a qualified geology person will be released when finalized.~~

On January 3019, 2009, we ~~incorporated~~acquired athrough our wholly owned subsidiary, ~~pursuant~~Chancery Mining toCanada ~~the~~Ltd., ~~laws~~an ofundivided one hundred percent (100%) interest in certain mineral interests located in British Columbia, ~~under~~Canada ~~the~~known ~~name~~as ~~Minera~~the ~~Chancery~~Fiddler ~~Colombia~~Creek Property.

~~Our Current Business~~4

WeThe Fiddler ~~are~~Creek anProperty ~~exploration~~is ~~stage~~comprised ~~mining~~of ~~company~~25 ~~engaged~~mineral claims, totaling 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 ~~exploration~~underlain by argillites of ~~minerals~~the onJurassic ~~our~~to ~~properties~~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 qualified geology person will be released when finalized.

~~Our~~On January ~~current~~30, ~~operational~~2009, ~~focus~~we isincorporated toa ~~conduct~~wholly ~~exploration activities~~owned onsubsidiary ~~our~~pursuant ~~HCL Property,~~ to ~~complete~~ the ~~terms~~ laws of ~~the~~Columbia ~~mining~~under ~~acquisition agreement with Altos de Amador S.A. for~~ the Elname ~~Cafetal~~Minera ~~Mine~~Chancery ~~and to conduct exploration activities on our Fiddler Creek Property~~Colombia.

~~HCL~~On July 24, 2009, Chancery Resources, Inc. (the "Company") received a NI 43-101 Canadian 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 Company. Technical 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 of scientific and technical information relating to mineral properties.

~~General~~ On ~~Information~~August 3rd, 2009, Vincent Higgins was appointed as independent director of our company. Subsequent to such appointment, on August 4, 2009, Juan Restrepo Gutierrez resigned as chief executive officer and remains as chief operations officer, secretary and director of our company and Rafael A. Pinedo was appointed chief executive and ratified as president.

~~The~~Mr. Higgins, ~~HCL~~age ~~Property~~43, is a ~~mining~~recognized ~~claim~~international ~~located~~leader in ~~Merritt~~training, ~~British~~leadership ~~Columbia~~development, ~~Canada~~and multicultural team building. He founded the Institute for Effective Leadership. Mr. Higgins served as the Director of the Lumen Institute, Dallas, Texas and ~~totals~~founded ~~415~~the Dallas branch.04 Trilingual: ~~hectares~~English, orSpanish, 1and Italian. Extensive experience in operations and growth of international non-profit organizations including institutional fundraising and networking. Obtained undergraduate degree in Physics,~~026~~ ~~acres~~Summa ~~approximately~~Cum Laude at the University of Dallas, TX. Doctoral track in High Energy Physics, at Purdue University, West Lafayette, Indiana and degrees in Philosophy and Theology at the Pontifical University Regina Apostolorum, in Rome, Italy.

~~The~~There ~~following~~are no isfamily arelationships ~~list~~with ofany ~~tenure numbers, claim, and expiration date~~ of our ~~claims:~~directors and officers.

Tenure Number	Claim Name	No. MTO Cells	Expiration Date
592560	HCL	20	10/04/2009

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

AOther than ~~cell~~as isset anout ~~area~~herein, ~~which~~we ~~appears~~have ~~electronically~~not onbeen ~~the~~involved ~~British Columbia~~in ~~Internet~~any ~~Minerals~~bankruptcy, receivership ~~Titles~~or ~~Online~~similar ~~Grid~~proceedings, ~~and~~nor ~~was~~have ~~formerly~~we ~~called~~been a ~~claim.~~party ~~A claim is a grant from the Crown of the available land within the cells~~ to ~~the holder~~any ~~to remove and sell minerals. The online grid is the geographical basis~~material ~~for~~reclassification, ~~the cell. Formerly~~merger, ~~the~~consolidation ~~claim~~or ~~was~~purchase ~~established~~or bysale ~~sticking~~of ~~stakes~~a ~~in the~~significant ~~ground~~amount toof ~~define~~assets ~~the~~not ~~area and then recording the staking information. The staking system is now antiquated~~ in ~~British Columbia and has been replaced with~~ the ~~online~~ordinary ~~grid.~~course ~~The claim is registered in the name~~ of ~~the~~our ~~CB Resources Ltd~~business. ~~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.~~

~~There are no native land claims that affect title to the~~Our ~~property.~~Current Business

~~Location~~We ~~and~~are ~~Access~~an exploration stage mining company engaged in the exploration of minerals on our properties.

~~The HCL mineral claim is comprised of 20 contiguous cells~~Our ~~totaling~~current ~~415.0483~~operational ~~hectares.~~focus ~~The center of the property~~ is ~~located~~to atconduct ~~the latitude~~exploration ~~50o~~activities 2'on ~~14"~~our ~~N and the longitude is 120o 47' 1" W. The claim is motor~~HCL ~~vehicle~~Property, ~~accessible~~to ~~from~~complete the ~~Town~~terms of ~~Merritt,~~the ~~B.C.~~mining byacquisition ~~traveling~~agreement 19with ~~miles east~~Altos ~~along~~de ~~Highway~~Amador ~~#5 beyond the Village of Quilchena, B~~S.CA. tofor the ~~Minnie~~El ~~Lake cut-off~~Cafetal Mine and ~~then~~to ~~for~~conduct 18exploration ~~miles~~activities ~~south~~on our byFiddler ~~gravel~~Creek ~~ranch roads to the mineral claim~~Property.

6 HCL Property

~~Below is map of the HCL Claim:~~ General Information

~~Physiography~~The HCL Property is a mining claim located in Merritt, British Columbia, Canada, and totals 415.04 hectares or 1,026 acres approximately.

The ~~Town of Merritt, British Columbia which lies 37 miles by~~ ~~road~~following northwest of the HCL mineral claim offers much of the necessary infrastructure required to base and carry-out an exploration program (accommodations, communications, equipment and supplies). Merritt B.C. is ~~highway~~ ~~accessible from Vancouver, B.C. in~~ a ~~few~~list ~~hours~~of bytenure ~~traveling over the Coquihalla (toll section) highway~~numbers, ~~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~~expiration ~~depositional~~date ~~(drift cover) effects~~ of ~~glaciation. Thickness of drift cover in the valleys may vary~~our ~~considerably. Fresh water lakes and streams are abundant in the area.~~ claims:

Tenure Number		Claim Name		No. MTO Cells		Expiration Date
592560		HCL		20		10/04/2010

~~Below~~A cell is an area, which appears electronically on the British Columbia Internet Minerals Titles Online Grid and was formerly called a ~~map~~claim. A claim is a grant from the Crown of the ~~HCL~~available ~~Property~~land ~~location:~~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.

~~Location,~~There ~~History~~are no ~~and~~native ~~Land~~land ~~Tenure~~claims that affect title to the property.

~~The geology of the HCL mineral claim may be described as being~~Location ~~underlain by units of the Nicola Group. Some or all of these units may be found 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, as the larger target, as a porphyry-type base metal (copper-gold-palladium or copper-molybdenum) occurrence with peripheral base and precious metal occurrences as veins and/or contact zones of mineralization. The most prolific host in this area is the Nicola 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 possibly coal-bed methane gas possibilities. Access

~~Requirements~~The HCL mineral claim is comprised of 20 contiguous cells totaling 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 ~~Title~~18 miles south by gravel ranch roads to the mineral claim.

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 held in trust for the Company by CB Resources Ltd., a corporation registered under the British Columbia Business Corporations Act. The mineral title claim has been registered with the Government of British Columbia. 5

8Below is map of the HCL Claim:

~~Fiddler Creek Property~~ Physiography

~~General~~The ~~Information~~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 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.

The Fiddler Creek Property is comprised of 25 mineral claims, totaling 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. 6

~~The~~Below ~~following~~ is a ~~list~~map of ~~tenure~~the ~~number,~~HCL ~~claim~~Property ~~name, and expiration date of our claims~~location:

Tenure Number	Claim Name	No. MTO Cells	Expiration Date
597810	Fiddler Creek	25	01/19/2010

Location, History and Land Tenure

~~Below~~The geology of the HCL mineral claim may be described as being underlain by units of the Nicola Group. Some or all of these units may be found 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, as the larger target, as a ~~map~~porphyry-type base metal (copper-gold-palladium or copper-molybdenum) occurrence with peripheral base and precious metal occurrences as veins and/or contact zones of mineralization. The most prolific host in this area is the ~~Fiddler~~Nicola ~~Creek~~Group ~~Property:~~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 possibly coal-bed methane gas possibilities.

9Requirements for Title

~~Climate~~Title ~~and~~to the ~~Local~~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 held in trust for the Company by CB Resources Ltd., a corporation registered under the British Columbia Business Corporations Act. The mineral title claim has been registered with the Government of British Columbia.

The climate 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. 7

~~The~~Fiddler ~~closest airport is the Terrace airport, which receives~~Creek 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. Property

~~El Cafetal Mine~~General Information

~~General~~The Fiddler ~~Information~~Creek Property is comprised of 25 mineral claims, totaling 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.

The following ~~El Cafetal Mine~~ is ~~located~~a inlist ~~the River basin~~ of ~~the~~tenure ~~Honda stream~~number, onclaim ~~the Eastern flank of the Western Mountain range~~name, inand ~~the~~expiration ~~municipality~~ date of ~~Valparaiso, Antioquia, Colombia.~~ our claims:

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 80%.

Tenure Number		Claim Name		No. MTO Cells		Expiration Date
597810		Fiddler Creek		25		01/19/2011

~~The~~Below ~~mineralization consists of several veins with thicknesses~~is ~~between~~a ~~0.15~~map ~~and 1.1 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~~Fiddler ~~the~~Creek ~~salband are common to conform a mineralized zone up to 1.1 m.~~Property:

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. 8

10Climate and Local Resources

~~Competition~~The climate 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.

WeThe closest ~~are~~airport ais ~~mineral~~the ~~resource~~Terrace ~~exploration~~airport, ~~company.~~which Wereceives ~~compete~~daily ~~with~~flights from ~~other~~Vancouver ~~mineral~~and ~~resource~~serves ~~exploration~~as ~~companies~~a ~~for~~transportation ~~financing~~hub ~~and~~ for the ~~acquisition~~ ~~of new mineral properties~~area. ~~Many~~The ofCanadian ~~the mineral resource exploration~~National ~~companies~~Railway ~~with whom we compete have greater financial~~ and ~~technical~~Yellowhead ~~resources than~~Highway ~~those~~(Highway ~~available~~16) togo ~~us.~~through ~~Accordingly,~~Terrace ~~these~~along ~~competitors~~the ~~may be able to spend~~Skeena ~~greater~~River ~~amounts~~and onconnect ~~acquisitions~~the ofinterior ~~mineral properties~~ of ~~merit, on exploration of their mineral properties and on development of their mineral properties~~B.C. ~~In addition, they may be able~~ to ~~afford more geological expertise in~~ the ~~targeting and~~ocean ~~exploration~~ports of ~~mineral~~Prince ~~properties.~~Rupert ~~This competition could result in competitors having mineral properties of greater quality~~ and ~~interest to~~ ~~prospective investors who may finance additional exploration~~Kitimat. ~~This competition could adversely impact on our ability to finance further exploration and to achieve the financing necessary for us to develop our mineral properties.~~

~~Compliance~~El ~~with Government Regulation~~ Cafetal Mine

~~We are committed to complying with and are, to our knowledge,~~General in compliance with, all governmental and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties. Information

~~Subsidiaries~~The El Cafetal Mine is located in the River basin of the Honda stream, on the Eastern flank of the Western Mountain range, in the municipality of Valparaiso, Antioquia, Colombia.

~~Other~~The property ~~than~~covers ~~Chancery~~an ~~Mining~~area ~~Canada~~of ~~Ltd~~135 hectares. The geology of the zone includes sedimentary rocks and ~~Minera~~basaltic ~~Chancery~~lava ~~Colombia,~~and weAndesite doof ~~not~~Tertiary ~~have~~age ~~any~~with ~~subsidiaries.~~several veins and veins with different thicknesses and sulfide concentrations up to 80%.

~~Research~~The mineralization consists of several veins with thicknesses between 0.15 and ~~Development~~1.1 m, ~~Expenditures~~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.

We recently ~~have~~completed ~~incurred~~preliminary ~~$Nil~~sampling inand ~~research~~chemical ~~and~~analyses ~~development~~on ~~expenditures~~the El Cafatel ~~over~~property. Our management is awaiting the ~~last~~results ~~fiscal~~from ~~year~~the preliminary sampling program and will update shareholders in the near future.

~~Employees~~ 9

~~Currently, we have two employees. We do not expect any material changes in the number of employees over the next 12 month period.~~Competition

We ~~engage~~are ~~contractors~~a mineral ~~from~~resource ~~time~~exploration tocompany. ~~time~~We tocompete ~~consult~~with other mineral resource exploration companies for financing and for the acquisition of new mineral properties. Many of the mineral resource exploration companies with whom we compete have greater financial and technical resources than those available to us. Accordingly, these competitors may be able to spend greater amounts on ~~specific~~acquisitions ~~corporate~~of ~~affairs~~mineral orproperties of merit, on exploration of their mineral properties and on development of their mineral properties. In addition, they may be able to ~~perform~~afford ~~specific~~more ~~tasks~~geological expertise in ~~connection~~the ~~with~~targeting and exploration of mineral properties. This competition could result in competitors having mineral properties of greater quality and interest to prospective investors who may finance additional exploration. This competition could adversely impact on our ability to finance further exploration ~~programs~~and to achieve the financing necessary for us to develop our mineral properties.

~~Intellectual~~Compliance with ~~Property~~Government Regulation

We doare committed ~~not~~to ~~own~~complying with and are, ~~either~~to ~~legally~~our orknowledge, ~~beneficially~~in compliance with, ~~any~~all governmental ~~patent~~and environmental regulations applicable to our company and our properties. Permits from a variety of regulatory authorities are required for many aspects of mine operation and reclamation. We cannot predict the extent to which these requirements will affect our company or our properties if we ~~trademark~~identify the existence of minerals in commercially exploitable quantities. In addition, future legislation and regulation could cause additional expense, capital expenditure, restrictions and delays in the exploration of our properties.

~~Item 1A. Risk Factors~~Subsidiaries

~~Risks~~Other than ~~Associated~~Chancery ~~With~~ Mining Canada Ltd. and Minera Chancery Colombia, we do not have any other subsidiaries.

~~All of our properties are in the exploration stage. There is~~Research no assurance that we can establish the existence of any mineral resource on any of our properties in commercially exploitable quantities. Until we can do so, we cannot earn any revenues from operations and ifDevelopment ~~we do not do so we will lose all of the funds that we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.~~ Expenditures

~~Despite~~We ~~exploration work on our mineral properties, we~~ have ~~not~~ ~~established~~incurred ~~that~~$Nil ~~any~~in ofresearch ~~them~~and ~~contain~~development ~~any~~expenditures ~~mineral~~over ~~reserve,~~the ~~nor~~last ~~can there be any~~fiscal ~~assurance that we will be able to do so~~year. ~~If we do not, our business could fail.~~

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.Employees

11Currently, we have two employees. We do not expect any material changes in the number of employees over the next 12 month period.

~~Even~~We ~~if we do eventually discover a mineral reserve on one or~~engage ~~more~~contractors offrom ~~our~~time ~~properties,~~to ~~there~~time ~~can be no assurance that we will be able~~ to ~~develop~~ ~~our~~consult ~~properties~~with ~~into~~us ~~producing~~on ~~mines~~specific ~~and~~corporate ~~extract those resources. Both~~affairs ~~mineral~~or ~~exploration~~to ~~and~~perform ~~development~~specific ~~involve~~tasks ain ~~high~~connection ~~degree~~with ofour ~~risk and few~~exploration ~~properties which are explored are ultimately developed into producing mines~~programs.

~~The commercial viability of an established mineral deposit will~~Intellectual 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. Most of these factors will be beyond our control, and any of them could increase costs and make extraction of any identified mineral resource unprofitable.Property

~~Mineral~~We ~~operations~~do ~~are subject to applicable law and~~not ~~government regulation. Even if we discover a mineral resource in a commercially exploitable quantity~~own, ~~these~~either ~~laws~~legally ~~and regulations could restrict~~ or ~~prohibit~~beneficially, ~~the exploitation of that mineral resource. If we cannot exploit~~ any ~~mineral~~patent ~~resource that~~or ~~we might discover on our properties, our business may fail~~trademark.

~~Both mineral exploration and extraction require permits from~~Item 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 matters1A. Risk There 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 operation of a mine on our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.Factors

~~We believe that we are in compliance with all material laws and~~Legal ~~regulations that currently apply to our activities but there can be no assurance that we can continue to remain in compliance~~Proceedings. Current laws and regulations could be amended and we might not be able to comply with them, as amended. Further, there can be no assurance that we will be able to obtain or maintain all permits necessary for our future operations, or that we will be able to obtain them on reasonable terms. To the extent such approvals are required and are not obtained, we may be delayed or prohibited from proceeding with planned exploration or development of our mineral properties.

IfWe weknow of ~~establish~~no ~~the~~material, ~~existence~~existing ofor apending ~~mineral~~legal ~~resource~~proceedings onagainst ~~any~~our company, nor ofare ~~our~~we ~~properties~~involved inas a ~~commercially~~plaintiff ~~exploitable~~in ~~quantity,~~any wematerial ~~will~~proceeding ~~require additional~~or ~~capital~~pending inlitigation. There ~~order~~are tono ~~develop~~proceedings ~~the~~in ~~property~~which ~~into~~any aof ~~producing~~our ~~mine.~~directors, Ifofficers weor affiliates, ~~cannot~~or ~~raise~~any ~~this~~registered ~~additional~~or ~~capital~~beneficial shareholder, weis ~~will~~an ~~not~~adverse beparty ~~able~~or tohas ~~exploit the~~a ~~resource,~~material ~~and~~interest ~~our~~adverse ~~business~~to ~~could~~our ~~fail~~interest.

~~If we do discover mineral resources in commercially exploitable~~Risk quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction 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 to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.Factors

~~Mineral~~Much ~~exploration~~of the ~~and~~information ~~development~~included in this quarterly report includes or is ~~subject~~based toupon ~~extraordinary~~estimates, ~~operating~~projections ~~risks~~or other "forward looking statements". WeSuch doforward looking ~~not~~statements ~~currently~~include ~~insure~~any ~~against~~projections ~~these~~or ~~risks.~~estimates made by us and our Inmanagement ~~the~~in ~~event~~connection ofwith aour ~~cave~~business operations. While these forward-inlooking orstatements, ~~similar~~and ~~occurrence~~any assumptions upon which they are based, ~~our~~are made ~~liability~~in ~~may~~good ~~exceed~~faith and reflect our current judgment regarding the direction of ~~resources~~our business, ~~which~~actual ~~would~~results ~~have~~will analmost ~~adverse~~always ~~impact~~vary, onsometimes ~~our~~materially, ~~company~~from any estimates, predictions, projections, assumptions or other future performance suggested herein.

~~Mineral exploration~~Such estimates, ~~development~~projections ~~and~~or ~~production~~other ~~involves~~"forward ~~many risks~~looking ~~which~~statements" ~~even~~involve avarious risks ~~combination of experience, knowledge~~ and ~~careful~~uncertainties ~~evaluation may~~as ~~not~~outlined ~~be able to overcome~~below. ~~Our~~We ~~operations~~caution ~~will~~the bereader ~~subject~~that ~~to all the hazards~~important ~~and~~factors ~~risks inherent~~ in ~~the~~some ~~exploration~~cases ~~for~~have ~~mineral~~affected ~~resources~~ and, ~~if we discover a mineral resource~~ in ~~commercially~~the ~~exploitable quantity~~future, ~~our operations~~ could bematerially affect ~~subject~~actual toresults ~~all of the hazards~~ and ~~risks~~cause ~~inherent~~actual inresults ~~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~~differ ~~such~~materially ~~event~~from ~~could result in work stoppages and damage to property, including damage to~~ the ~~environment. We do not currently maintain any insurance~~results ~~coverage~~expressed ~~against~~in ~~these operating hazards. The payment of~~ any ~~liabilities that arise from any~~ such ~~occurrence~~estimates, ~~would~~projections ~~have~~or aother ~~material~~"forward ~~adverse impact on our~~looking ~~company~~statements".

~~Mineral~~Our common ~~prices~~shares are ~~subject~~considered tospeculative ~~dramatic~~during ~~and~~the ~~unpredictable~~development of our new ~~fluctuations~~business operations. Prospective investors should consider carefully the risk factors set out below.

~~We expect to derive revenues, if any, either from the sale of~~Risks ~~our~~Associated ~~mineral~~With 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 extraction developments and improved extraction and production 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.Mining

12All of our properties are in the exploration stage. There is no assurance that we can establish the existence of any mineral 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 we expend on exploration. If we do not discover any mineral resource in a commercially exploitable quantity, our business could fail.

~~The~~Despite exploration ~~mining~~work ~~industry~~on isour ~~highly~~mineral ~~competitive~~properties, ~~and~~we ~~there~~have isnot ~~no assurance~~established that weany ~~will~~of them ~~continue~~contain toany bemineral ~~successful~~reserve, innor ~~acquiring~~can ~~mineral~~there ~~claims.~~be ~~If we~~any ~~cannot~~assurance ~~continue~~that towe ~~acquire~~will ~~properties~~be able to ~~explore~~do ~~for~~so. ~~mineral~~If ~~resources,~~ we ~~may~~ bedo ~~required~~not, toour ~~reduce~~business orcould ~~cease operations~~fail.

~~The~~A mineral ~~exploration, development, and production industry~~ reserve is ~~largely~~defined ~~un-integrated.~~by Wethe ~~compete~~Securities ~~with~~and ~~other~~Exchange ~~exploration~~Commission ~~companies~~in ~~looking~~its Industry ~~for~~Guide ~~mineral~~7 ~~resource~~(which ~~properties.~~can ~~While~~be weviewed ~~compete~~over ~~with~~the ~~other~~Internet ~~exploration~~at http://www.sec.gov/divisions/corpfin/forms/industry.htm#secguide7) ~~companies~~as inthat ~~the~~part ~~effort~~of toa ~~locate~~mineral ~~and~~deposit ~~acquire~~which ~~mineral~~could ~~resource~~be ~~properties,~~economically weand legally ~~will~~extracted ~~not~~or ~~compete~~produced ~~with~~at ~~them~~the ~~for~~time of the ~~removal~~reserve ordetermination. ~~sales~~The probability of ~~mineral~~an ~~products~~individual ~~from~~prospect ~~our properties~~ever ifhaving wea ~~should~~"reserve" ~~eventually~~that ~~discover~~meets the ~~presence~~requirements of the ~~them~~Securities inand ~~quantities sufficient~~Exchange toCommission's ~~make~~Industry ~~production~~Guide ~~economically~~7 ~~feasible.~~is ~~Readily~~extremely ~~available markets~~remote; ~~exist~~in ~~worldwide~~all ~~for~~probability ~~the~~our ~~sale of~~ mineral ~~products.~~resource ~~Therefore,~~property wedoes ~~will~~not ~~likely~~contain beany 'reserve' ~~able~~and ~~to sell~~ any ~~mineral~~funds ~~products~~ that we ~~identify~~spend ~~and~~on ~~produce.~~exploration will probably be lost.

In 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.10

~~Risks~~Even ~~Related~~if we Todo ~~Our~~eventually ~~Company~~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.

WeThe commercial ~~have~~viability aof ~~limited~~an ~~operating~~established ~~history~~mineral deposit will depend on ~~which~~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 ~~base~~infrastructure ansuch as a ~~evaluation~~smelter, roads and a point for shipping, government regulation and market prices. Most of these factors will be beyond our ~~business~~control, and ~~prospects~~any of them could increase costs and make extraction of any identified mineral resource unprofitable.

WeMineral operations ~~have~~are ~~been~~subject into ~~the~~applicable ~~business~~law ~~of exploring mineral resource properties since September 2006~~ and wegovernment ~~have not yet located any mineral reserve~~regulation. As aEven ~~result,~~if we ~~have never had any revenues from our operations. In addition,~~ ~~our~~discover ~~operating~~a ~~history has been restricted to the acquisition and exploration of our~~ mineral ~~properties~~resource ~~and~~in ~~this does not provide~~ a ~~meaningful~~commercially ~~basis~~exploitable ~~for~~quantity, ~~an evaluation~~these ~~of our prospects if we ever determine that we have a mineral reserve~~laws and ~~commence~~regulations ~~the~~could ~~construction~~restrict ~~and~~or ~~operation~~prohibit ~~of a mine. We have no way to evaluate~~ the ~~likelihood~~exploitation of ~~whether~~that ~~our~~ mineral ~~properties contain any mineral~~ ~~reserve or, if they do that we will be able to build or operate a mine successfully~~resource. WeIf ~~anticipate that~~ we ~~will~~cannot ~~continue~~exploit ~~to incur operating costs without realizing~~ any ~~revenues~~mineral ~~during~~resource ~~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 ~~unable~~discover ~~to generate significant~~on ~~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.~~may ~~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~~fail. 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.

~~The~~Both mineral ~~fact~~exploration ~~that~~and weextraction ~~have~~require ~~not~~permits ~~earned~~from ~~any~~various ~~operating revenues~~foreign, ~~since~~federal, ~~our~~state, ~~incorporation~~provincial ~~raises~~and ~~substantial~~local ~~doubt~~governmental ~~about~~authorities ~~our~~and ~~ability~~are governed by laws and regulations, including those with respect to ~~continue~~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 can be no assurance that we will be able to ~~explore~~obtain or maintain any of the permits required for the continued exploration of our mineral properties asor for the construction and operation of a mine ~~going~~on ~~concern~~our properties at economically viable costs. If we cannot accomplish these objectives, our business could fail.

We ~~have not generated any revenue from operations since our~~ ~~incorporation~~believe ~~and we anticipate~~ that we ~~will~~are ~~continue~~in tocompliance ~~incur~~with ~~operating expenses~~all ~~without~~material ~~revenues~~laws ~~unless~~ and ~~until~~regulations wethat currently ~~are~~apply ~~able~~ to ~~identify~~our aactivities ~~mineral resource~~but inthere acan ~~commercially~~be ~~exploitable~~no ~~quantity~~assurance onthat ~~one~~we ~~or more of our mineral~~can ~~properties~~continue ~~and~~to weremain ~~build and operate a mine. We had cash~~ in ~~the amount of $1,638 as of November 30, 2008~~compliance. AtCurrent ~~November~~laws ~~30,~~and ~~2008,~~regulations wecould ~~had~~be ~~working capital deficit of~~amended ~~$107,754. We incurred a net loss of $1,224,237 for the year ended November 30, 2008~~ and ~~$1,286,227~~we ~~since~~might ~~inception~~not ~~on September 12, 2006. We estimate our average monthly operating expenses to~~ be ~~approximately~~able ~~$7,800~~ to ~~$9,500, including~~comply ~~mineral~~with ~~property costs~~them, ~~management~~as ~~services and administrative costs~~amended. ~~Should~~ ~~the results of our planned exploration require us to increase our current operating budget~~Further, wethere ~~may~~can ~~have to raise additional funds to meet our currently~~be ~~budgeted~~no ~~operating~~assurance ~~requirements for the next 12 months. As we cannot assure a lender~~ that we will be able to ~~successfully~~obtain ~~explore~~or ~~and~~maintain ~~develop~~all ~~our~~permits ~~mineral~~necessary ~~properties,~~for ~~we will probably find it difficult to raise debt financing from traditional lending sources. We have traditionally raised~~ our ~~operating~~future ~~capital from sales of equity and debt securities~~operations, ~~but~~or ~~there can be no assurance~~ that we will ~~continue to~~ be able to doobtain ~~so.~~them Ifon wereasonable terms. ~~cannot~~To ~~raise~~ the ~~money~~extent ~~that~~such weapprovals ~~need~~are ~~to continue~~required ~~exploration~~and ofare ~~our~~not ~~mineral properties~~obtained, we may be ~~forced to delay, scale~~ ~~back,~~delayed or ~~eliminate~~prohibited ~~our~~from ~~exploration~~proceeding ~~activities.~~with Ifplanned ~~any~~exploration ofor ~~these~~development ~~were to occur,~~of ~~there is a substantial risk that~~ our ~~business~~mineral ~~would fail~~properties.

~~These circumstances lead our independent registered public~~If ~~accounting~~we ~~firm,~~establish inthe ~~their~~existence ~~report~~of ~~dated~~a ~~February~~mineral ~~23,~~resource ~~2009,~~on toany ~~comment~~of ~~about~~ our ~~company’s~~ ~~ability~~properties toin ~~continue as~~ a commercially ~~going~~exploitable ~~concern.~~quantity, ~~Management~~we ~~has~~will ~~plans~~require ~~to seek~~ additional capital ~~through~~in ~~a private placement and public offering of its~~order ~~capital~~to ~~stock.~~develop ~~These~~the ~~conditions~~property ~~raise~~into ~~substantial doubt about our company’s ability to continue as~~ a ~~going~~producing ~~concern~~mine. ~~Although~~If ~~there~~we ~~are~~cannot noraise ~~assurances that~~this ~~management’s~~additional ~~plans will be realized~~capital, ~~management~~we ~~believes~~will ~~that~~not ~~our company will~~ be able to ~~continue~~exploit ~~operations in~~ the ~~future. The consolidated financial statements do not include any adjustments relating to the recoverability and classification of recorded assets~~resource, ~~or the amounts of~~ and ~~classification of liabilities that might be necessary in the event~~ our ~~company cannot continue in~~ ~~existence.”~~business Wecould ~~continue to experience net operating losses~~fail.

13If we do discover mineral resources in commercially exploitable quantities on any of our properties, we will be required to expend substantial sums of money to establish the extent of the resource, develop processes to extract it and develop extraction 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 to justify commercial operations, nor can there be any assurance that we will be able to raise the funds required for development on a timely basis. If we cannot raise the necessary capital or complete the necessary facilities and infrastructure, our business may fail.

~~Risks~~Mineral exploration ~~Associated~~and ~~with~~development ~~Our~~is ~~Common~~subject ~~Stock~~to extraordinary operating risks. We 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.

~~Trading~~Mineral exploration, ondevelopment ~~the~~and ~~OTC~~production ~~Bulletin~~involves ~~Board~~many risks which even a combination of experience, knowledge and careful evaluation may not be ~~volatile~~able to overcome. Our operations will be subject to all the hazards and risks inherent ~~sporadic~~in the exploration for mineral resources and, ~~which~~if we discover a mineral resource in commercially exploitable quantity, our operations could ~~depress~~be ~~the~~subject ~~market~~to ~~price~~all of the ~~our~~hazards ~~common~~and ~~stock~~risks inherent in the development and ~~make~~production itof resources, ~~difficult~~including liability for ~~our~~pollution, ~~stockholders~~cave-ins or similar hazards against which we cannot insure or against which we may elect not to ~~resell~~insure. ~~their~~Any ~~shares~~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.

~~Our common stock is quoted on the OTC Bulletin Board service of~~Mineral ~~the Financial Industry Regulatory Authority. Trading in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading~~ prices, ~~due~~are tosubject ~~many factors that may have little~~ to dodramatic 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 ~~trading~~unpredictable ~~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~~fluctuations. ~~Accordingly, shareholders may have difficulty reselling any of their shares.~~

~~Our~~We ~~stock~~expect to isderive arevenues, ~~penny~~if ~~stock.~~any, ~~Trading~~either from the sale of our ~~stock~~mineral ~~may~~resource properties beor from the extraction and sale of precious and base metals such as ~~restricted~~gold, silver and copper. The price of those commodities has fluctuated widely in recent years, and is affected by ~~the~~numerous ~~SEC’s~~factors ~~penny~~beyond ~~stock~~our ~~regulations~~control, including international, economic and ~~FINRA’s~~political ~~sales~~trends, ~~practice~~expectations of inflation, ~~requirements~~currency exchange fluctuations, ~~which~~interest ~~may~~rates, ~~limit~~global aor ~~stockholder’s~~regional ~~ability~~consumptive patterns, speculative activities and increased production due to ~~buy~~new extraction developments and ~~sell~~improved extraction and production 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 ~~stock~~be predicted.

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 $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.11

~~In addition to the “penny stock” rules promulgated by the~~The ~~Securities~~mining ~~and~~industry 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~~highly ~~for~~competitive 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 ano ~~high~~assurance ~~probability~~ that ~~speculative~~we ~~low-priced securities~~ will continue ~~not~~to be ~~suitable~~ ~~for~~successful atin ~~least~~acquiring ~~some~~mineral ~~customers~~claims. ~~The~~If ~~Financial~~we ~~Industry~~cannot ~~Regulatory Authority~~continue ~~’ requirements make it more difficult for broker-dealers~~ to ~~recommend~~ ~~that~~acquire ~~their~~properties ~~customers~~to ~~buy~~explore ~~our~~for ~~common~~mineral ~~stock~~resources, ~~which~~we may ~~limit~~be ~~your~~required ~~ability~~ to ~~buy~~ ~~and~~reduce ~~sell~~or ~~our~~cease ~~stock~~operations.

~~Other~~The mineral ~~Risks~~exploration, development, and production industry is largely un-integrated. We compete with other exploration companies looking for mineral resource properties. While we compete with other exploration companies in the effort to locate and acquire mineral resource properties, we will not compete with them for the removal or sales of mineral products from our properties if we should eventually discover the presence of them in quantities sufficient to make production economically feasible. Readily available markets exist worldwide for the sale of mineral products. Therefore, we will likely be able to sell any mineral products that we identify and produce.

~~Trends~~In identifying and acquiring mineral resource properties, ~~Risks~~we compete with many companies possessing greater financial resources and ~~Uncertainties~~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.

~~We have sought to identify what we believe to be the most~~Risks ~~significant~~Related ~~risks~~To toOur 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. Company

14We have a limited operating history on which to base an evaluation of our business and prospects.

~~Item~~We 1Bhave been in the business of exploring mineral resource properties since September 2006 and we have not yet located any mineral reserve. ~~Unresolved~~As ~~Staff~~a ~~Comments~~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 mineral properties and this 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.

~~None.~~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.

~~Item~~We 2have 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. ~~Properties~~We had cash in the amount of $323 as of November 30, 2009. At November 30, 2009, we had working capital deficit of $378,907. We incurred a net loss of $275,883 for the year ended November 30, 2009 and $1,562,110 since inception on September 12, 2006. We estimate our average monthly operating expenses to be 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 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.

~~Executive~~These circumstances ~~Offices~~lead our independent registered public accounting firm, in their report dated February 26, 2010, to comment about our company’s ability to continue as a going concern. 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.

As of the date of this current report, our executive and administrative offices are located at 4400 Westgrove Drive, Suite 104, Dallas, Texas 75001. We lease approximately 1350 square feet at a cost of $1860 per month. We believe these facilities are adequate for our current needs and that alternate facilities on similar terms would be readily available if needed. We also keep an administration and geology office on the 3rd Floor, 422 Richards Street Vancouver, B.C. V6B2Z3.12

~~Mineral~~Risks Associated ~~Properties~~with Our Common Stock

AsTrading on of the ~~date~~OTC ofBulletin ~~this~~Board ~~annual~~may ~~report~~be onvolatile ~~Form~~and ~~10-K~~sporadic, wewhich ~~hold~~could ~~or have~~depress the market ~~rights~~price toof ~~acquire~~our ~~the~~common ~~following~~stock ~~properties: El Cafetal Mine, the HCL Property~~ and ~~the~~make ~~Fiddler~~it ~~Creek~~difficult ~~Property.~~for ~~For~~our ~~detailed~~stockholders ~~descriptions of these~~to ~~properties,~~resell ~~please~~their ~~see the section entitled “Business” above~~shares.

~~Item~~Our common 3stock is quoted on the OTC Bulletin Board service of the Financial Industry Regulatory Authority. ~~Legal~~Trading ~~Proceedings~~in stock quoted on the OTC Bulletin Board is often thin and characterized by wide fluctuations in trading prices, due to many factors that may have little to 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 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.

~~We know of no material, existing or pending legal proceedings~~Our ~~against~~stock ~~us,~~is ~~nor are we involved as~~ a ~~plaintiff~~penny ~~in any material proceeding or pending litigation~~stock. ~~There~~Trading ~~are~~of noour ~~proceedings~~stock inmay ~~which~~be ~~any~~restricted ofby ~~our~~the ~~directors,~~SEC’s ~~officers~~penny orstock ~~affiliates,~~regulations orand ~~any~~FINRA’s ~~registered~~sales orpractice ~~beneficial shareholder~~requirements, iswhich anmay limit ~~adverse~~a ~~party~~stockholder’s orability ~~has~~to abuy ~~material~~and ~~interest~~sell ~~adverse to~~ our ~~company~~stock.

~~Item~~Our 4stock is a penny stock. ~~Submission~~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 ~~Matters~~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 ~~Vote~~net worth in excess of ~~Security~~$1,000,000 ~~Holders~~or annual income exceeding $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.

~~None~~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.

~~PART II~~ Other Risks

~~Item 5. Market for Registrant’s Common Equity~~Trends, Risks ~~Related Stockholder Matters~~ and ~~Issuer Purchases of Equity Securities~~Uncertainties

~~Our~~We ~~common~~have sought ~~shares~~to ~~are~~identify ~~quoted~~what onwe ~~the~~believe ~~Over-~~to be the~~-Counter~~ ~~Bulletin~~most significant risks to our ~~Board~~business, ~~under~~but ~~the~~we ~~symbol~~cannot ~~“CCRY.”~~predict ~~The~~whether, ~~following~~or ~~quotations~~to what extent, ~~obtained~~any ~~from~~of ~~Yahoo~~such risks ~~Finance,~~may ~~reflect~~be ~~the~~realized ~~high~~nor ~~and~~can ~~low~~we ~~bids~~guarantee ~~for~~that ~~our~~we ~~common~~have ~~shares~~identified ~~based~~all onpossible risks ~~inter-dealer~~that ~~prices,~~might ~~without~~arise. ~~retail~~Investors ~~mark-up,~~should ~~mark-down~~carefully orconsider ~~commission~~all ~~and~~of ~~may~~such ~~not~~risk factors ~~represent~~before ~~actual~~making ~~transactions~~an investment decision with respect to our common stock.

~~The high and low bid prices of our common stock for the periods indicated below are as follows:~~ 13

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended	High	Low
November 30, 2008	$0.40	$0.10
August 31, 2008	$0.76	$0.14
May 31, 2008	$0.75	$0.75
February 29, 2008	$N/A(2)	$N/A(2)
November 30, 2007	$N/A(2)	$N/A(2)
August 31, 2007	$N/A(2)	$N/A(2)
May 31, 2007	$N/A(2)	$N/A(2)
February 28, 2007	$N/A(2)	$N/A(2)

Item 1B. Unresolved Staff Comments

15 None.

National Association of Securities Dealers OTC Bulletin Board(1)
Quarter Ended	High	Low
November 30, 2006	$N/A(2)	$N/A(2)
August 31, 2006	$N/A(2)	$N/A(2)

Item 2. Properties

~~(1) Over-the-counter market quotations reflect inter-dealer~~Executive ~~prices without retail mark-up, mark-down or commission, and may not represent actual transactions. (2) No trades occurred during this period.~~ Offices

~~Our~~As ~~common~~of ~~shares~~the date ~~are~~of ~~issued~~this incurrent ~~registered~~report, ~~form.~~our ~~Empire~~executive ~~Stock Transfer~~and ~~Inc.,~~administrative ~~7251~~offices ~~West~~are located ~~Lake~~at ~~Mead~~4400 ~~Boulevard~~Westgrove Drive, Suite ~~300~~106, ~~Las~~Dallas, ~~Vegas~~Texas 75001. We lease approximately 1,350 ~~Nevada~~square feet at a cost of $1860 per month. We believe these ~~89128-8351~~facilities ~~(Telephone:~~are ~~(775)~~adequate ~~562-4091;~~for ~~Facsimile:~~our ~~(775)~~current ~~974-1444)~~needs isand ~~the~~that alternate facilities on ~~registrar~~similar terms would be readily available if needed. We also keep an administration and ~~transfer~~geology ~~agent~~office ~~for~~on ~~our~~the ~~common~~3rd ~~shares~~Floor, 422 Richards Street Vancouver, B.C. V6B2Z3.

~~On October 31, 2008, the shareholders' list showed 32~~Mineral ~~registered shareholders, 30,250,000 common shares and no Series A Preferred Shares outstanding.~~ Properties

~~Dividend~~As ~~Policy~~of the date of this annual report on Form 10-K, we hold or have the rights to acquire the following properties: El Cafetal Mine, the HCL Property and the Fiddler Creek Property. For detailed descriptions of these properties, please see the section entitled “Business” above.

~~We have not paid any cash dividends on our common stock and~~Item ~~have no present intention of paying any dividends on the shares of our common stock~~3. Legal Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.Proceedings

~~Equity~~We ~~Compensation~~know of ~~Plan~~no ~~Information~~material, existing or pending legal proceedings against us, nor are we involved as a plaintiff in any material proceeding or pending litigation. There are no proceedings in which any of our directors, officers or affiliates, or any registered or beneficial shareholder, is an adverse party or has a material interest adverse to our company.

~~On February 9, 2009, our directors approved the adoption of the~~Item ~~2009~~4. Submission ~~Stock Option Plan which permits our company to issue up to 6,450,000 shares~~ of ~~our~~Matters ~~common stock~~ to ~~directors,~~a ~~officers,~~Vote ~~employees and consultants~~ of ~~our~~Security ~~company.~~ Holders

~~Recent Sales of Unregistered Securities; Use of Proceeds from Registered Securities~~ None.

~~We did not sell any equity securities which were not registered~~PART under the Securities Act during the year ended November 30, 2008 that were not otherwise disclosed on our quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended November 30, 2008. II

~~Purchase~~Item 5. Market offor Registrant’s Common Equity, ~~Securities~~Related Stockholder byMatters ~~the~~and Issuer ~~and~~Purchases ~~Affiliated Purchasers~~of Equity Securities

WeOur common ~~did~~shares ~~not~~are ~~purchase~~quoted ~~any~~on ofthe ~~our~~Over-the-Counter ~~shares~~Bulletin ofBoard ~~common~~under ~~stock~~the ~~or other~~symbol ~~securities~~“CCRY.” ~~during~~The ~~our~~following ~~fourth~~quotations, ~~quarter~~obtained offrom Yahoo Finance, reflect the high and low bids for our ~~fiscal~~common ~~year~~shares ~~ended~~based ~~November~~on 30inter-dealer prices, ~~2008.~~without retail mark-up, mark-down or commission and may not represent actual transactions.

~~Item~~The 6.high and ~~Selected~~low ~~Financial~~bid ~~Data~~prices of our common stock for the periods indicated below are as follows:

As a “smaller reporting company”, we are not required to provide the information required by this Item.

National Association of Securities Dealers OTC Bulletin Board (1)
Quarter Ended	High		Low
November 30, 2009	$	0.004	$	0.004
August 31, 2009	$	0.008	$	0.008
May 31, 2009	$	0.009	$	0.009
February 29, 2009	$	0.004	$	0.004
November 30, 2008	$	0.19	$	0.19
August 31, 2008	$	0.40	$	0.40
May 31, 2008	$	0.75	$	0.75
February 28, 2008	$	0.02	$	0.02

~~Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations~~14

Plan of Operation

National Association of Securities Dealers OTC Bulletin Board (1)
Quarter Ended	High		Low
November 30, 2008	$	0.01	$	0.008
August 31, 2008	$	0.01	$	0.007	)

~~Management plans to continue exploration of~~ (1) Over-the-counter Elmarket ~~Cafetal~~quotations ~~property~~reflect atinter-dealer ~~the~~prices ~~same~~without ~~time that the Company undertakes efforts to place the property into production. As we intend to continue exploration at the El Cafetal Project for the foreseeable future~~retail mark-up, wemark-down ~~are~~or ~~moving forward with our plans to make improvements to the property~~commission, ~~which will include recondition of current equipments~~ and ~~acquisition~~may ofnot ~~some~~represent ~~new parts and materials~~actual transactions. The Company recently completed preliminary sampling and chemical analyses on the El Cafatel property. The Company also intends to begin exploration of the HCL and Fiddler Creek property as fieldwork season 2009 starts for more detailed sampling and mapping of the area. Our ultimate objective is to become a producer of gold, silver and possibly other associated base metals. We are unable at this time to predict when, if ever, that objective will be achieved.

~~Purchase~~(2) ofNo trades ~~Significant~~occurred ~~Equipment~~during this period.

WeOur common doshares ~~not~~are ~~intend~~issued toin ~~purchase~~registered ~~any~~form. ~~significant~~Empire ~~equipment~~Stock ~~over~~Transfer Inc., 7251 West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128-8351 (Telephone: (775) 562-4091; Facsimile: (775) 974-1444 is the registrar and ~~next~~transfer ~~twelve~~agent ~~months~~for our common shares.

16On March 12, 2010, the shareholders' list showed 32 registered shareholders, 32,250,000 common shares and no Series A Preferred Shares outstanding.

~~Personnel Plan~~ Dividend Policy

We do have not ~~expect~~paid any ~~material~~cash ~~changes~~dividends inon ~~the~~our ~~number~~common stock and have no present intention of ~~employees~~paying ~~over~~any dividends on the ~~next~~shares 12of ~~month~~our ~~period~~common ~~(although~~stock. weOur ~~may~~current ~~enter~~policy ~~into~~is ~~employment~~to orretain ~~consulting~~earnings, ~~agreements~~if ~~with~~any, for use in our ~~officers~~operations orand ~~directors)~~in the development of our business. WeOur dofuture ~~and~~dividend policy will ~~continue~~ be determined from time to ~~outsource~~time ~~contract~~by ~~employment~~our board asof ~~needed~~directors.

~~Off-Balance~~Equity Compensation ~~Sheet~~Plan ~~Arrangements~~ Information

~~There~~On February ~~are~~9, no2009, ~~off-balance~~our ~~sheet~~directors ~~arrangements~~approved ~~that~~the ~~have~~adoption orof ~~are reasonably~~the ~~likely~~2009 toStock ~~have~~Option Plan awhich ~~current~~permits orour ~~future~~company ~~effect~~to onissue ~~our~~up ~~financial~~to ~~condition~~6, ~~changes~~450,000 inshares ~~financial~~of ~~condition,~~our ~~revenues~~common stock orto ~~expenses~~directors, ~~results of operations~~officers, ~~liquidity,~~ ~~capital~~employees ~~expenditures~~and orconsultants ~~capital~~of ~~resources that is material to~~our ~~investors~~company.

~~Our principal capital resources have been through the~~Recent ~~subscription~~Sales ~~and issuance~~ of ~~common~~Unregistered ~~stock,~~Securities; ~~although~~Use weof ~~have~~Proceeds ~~also used stockholder loans and advances~~ from ~~related parties.~~Registered Securities

~~Results~~We ofdid not ~~Operations~~sell ~~for~~any equity securities which were not registered under the ~~Years~~Securities Act ~~Ended~~during the year ended November 30, 2008 that were not otherwise disclosed on ~~and~~our ~~2007~~quarterly reports on Form 10-Q or our current reports on Form 8-K filed during the year ended November 30, 2008.

~~The following summary~~ Purchase of ~~our~~Equity ~~results~~Securities ofby ~~operations should be read in conjunction with our audited financial statements for~~ the ~~years~~Issuer ~~ended November 30, 2008~~ and ~~2007.~~Affiliated Purchasers

~~Our~~We ~~operating~~did not ~~results~~purchase ~~for~~any ~~the~~of ~~years~~our ~~ended~~shares ~~November~~of ~~30,~~common ~~2008~~stock ~~and~~or other securities during our ~~2007~~fourth ~~are~~quarter ~~summarized~~of asour ~~follows:~~fiscal year ended November 30, 2008.

		Year Ended
		November 30
		2008		2007
Revenue	$	Nil	$	Nil
Total Expenses	$	1,224,237	$	55,991
Net Loss	$	1,224,237	$	55,991

Item 6. Selected Financial Data

~~Revenues~~As a “smaller reporting company”, we are not required to provide the information required by this Item.

WeItem 7. Management’s ~~have~~Discussion ~~not~~and ~~earned~~Analysis ~~any~~of ~~revenues~~Financial Condition ~~since our inception~~ and weResults ~~do not~~of ~~anticipate earning revenues in the near future.~~ Operations

~~Expenses~~Plan of Operation

~~Our~~Management plans ~~expenses~~to continue exploration of the El Cafetal property at the same time that the Company undertakes efforts to place the property into production. As we intend to continue exploration at the El Cafetal Project for the ~~year~~foreseeable future, ~~ended~~we ~~November~~are 30moving forward with our plans to make improvements to the property, ~~2008~~which will include recondition of current equipments and ~~November~~acquisition 30of some new parts and materials. The Company recently completed preliminary sampling and chemical analyses on the El Cafatel property. The Company also intends to begin exploration of the HCL and Fiddler Creek property as fieldwork season 20010 starts for more detailed sampling and mapping of the area. Our ultimate objective is to become a producer of gold, ~~2007~~silver and possibly other associated base metals. We are ~~outlined~~unable inat ~~the~~this ~~table~~time ~~below:~~to predict when, if ever, that objective will be achieved.

		Year Ended
		November 30
		2008		2007
General and administrative	$	83,263	$	46,613
Consulting fees	$	10,000	$	Nil
Management services	$	5,500	$	6,000
Impairment of mineral property costs	$	1,116,930	$	Nil
Mineral property costs	$	6,000	$	75
Rent	$	2,544	$	3,303

Purchase of Significant Equipment

17We do not intend to purchase any significant equipment over the next twelve months.

The increase in operating expenses for the year ended November 30, 2008, compared to the same period in fiscal 2007, was mainly due to an increase in general and administrative expenses of $83,263 (2007: $46,613), an impairment of mineral property costs of $1,116,930 (2007: $Nil), an increase in consulting fees of $10,000 (2007: Nil) and an increase in mineral property costs of $6,000 (2007: $75). 15

~~Liquidity and Financial Condition~~Personnel Plan

AsWe ofdo ~~November 30, 2008, our total assets were $112,109~~not ~~and~~expect ~~our~~any ~~total~~material ~~liabilities~~changes ~~were~~in ~~$295,786~~the ~~and~~number weof ~~had~~employees aover ~~working~~the ~~capital~~next ~~deficit~~12 month ofperiod ~~$107,754.~~(although ~~Our~~we ~~financial~~may ~~statements~~enter ~~report~~into aemployment ~~net~~or ~~loss~~consulting ofagreements ~~$1,224,237~~with ~~for the~~our ~~year~~officers ~~ended~~or ~~November~~directors). ~~30,~~We ~~2008,~~do and awill ~~net~~continue ~~loss~~to ofoutsource ~~$1,286,227~~contract ~~for the period from~~employment ~~September~~as ~~12, 2006 (date of inception) to November 30, 2008~~needed.

~~We have suffered recurring losses from operations. The~~Off-Balance ~~continuation~~Sheet of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions. Arrangements

Cash Flows
		At			At
		November			November
		30, 2008			30, 2007
Net Cash (Used in) Operating Activities	$	(75,765	)	$	(32,768	)
Net Cash Provided by (Used In) Investing Activities	$	(50,000	)	$	Nil
Net Cash Provided by Financing Activities	$	28,872		$	115,009
Increase In Cash During The Period	$	(96,893	)	$	82,241

There are no off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources that is material to investors.

WeOur principal ~~had~~capital aresources ~~working~~have ~~capital~~been ~~deficit~~through ofthe ~~$107,754~~subscription asand issuance of common ~~November 30~~stock, ~~2008~~ ~~compared~~although towe ~~working~~have ~~capital~~also ~~surplus~~used ofstockholder ~~$50,310~~loans asand ofadvances ~~November~~from related ~~30, 2007~~parties.

~~Our principal sources~~ Results of ~~funds~~Operations ~~have~~for ~~been~~the ~~from~~Years ~~sales~~Ended ofNovember ~~our common~~30, ~~stock~~2009 and ~~short term loans.~~2008

~~Contractual~~The following ~~Obligations~~summary of our results of operations should be read in conjunction with our audited financial statements for the years ended November 30, 2009 and 2008.

AsOur operating aresults ~~“smaller~~for ~~reporting~~the ~~company”,~~years weended ~~are~~November ~~not~~30, ~~required~~2009 ~~to provide~~and ~~tabular~~2008 ~~disclosure~~are ~~obligations.~~summarized as follows:

Going Concern

	Year Ended
	November 30
	2009		2008
Revenue	$	Nil	$	Nil
Total Expenses	$	267,348	$	1,224,237
Net Loss	$	275,883	$	1,224,237

We have not yet achieved profitable operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due, in their report on our audited financial statements for the year ended July 31, 2008, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors. Revenues

~~Critical~~We ~~Accounting~~have not ~~Policies~~earned any revenues since our inception and we do not anticipate earning revenues in the near future.

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 Expenses

18Our expenses for the year ended November 30, 2009 and November 30, 2008 are outlined in the table below:

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.

	Year Ended
	November 30
	2009		2008
General and administrative	$	62,392	$	83,263
Consulting fees	$	184,809	$	10,000
Management services	$	-	$	5,500
Impairment of mineral property costs	$	444	$	1,116,930
Mineral property costs	$	13,703	$	6,000
Rent	$	6,000	$	2,544

~~Mineral Property Costs~~ 16

The decrease ~~Company~~in ~~has~~operating ~~been~~expenses infor the ~~exploration~~year ~~stage~~ended ~~since~~November ~~its inception~~30, ~~and~~2009, ~~has~~compared ~~not~~to the ~~yet~~same ~~realized~~period ~~any~~in ~~revenues~~fiscal ~~from~~2008, ~~its~~was ~~planned~~mainly ~~operations.~~due ~~It is~~to ~~primarily~~a ~~engaged~~decrease in ~~the~~general ~~acquisition~~ and administrative ~~exploration~~expenses of ~~mining~~$62,392 ~~properties. Mineral~~(2008: ~~property~~$83,263), ~~exploration~~a ~~costs~~decrease ~~are~~in ~~expensed as incurred. Mineral property~~management ~~acquisition~~services ~~costs~~$Nil ~~are initially capitalized when incurred using the guidance in EITF 04-02~~(2008:$5,500); ~~“Whether~~an ~~Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for~~ impairment ~~under SFAS No. 144, “Accounting for Impairment or Disposal~~ of ~~Long Lived Assets” at each fiscal quarter end. When it has been determined that a~~ mineral property ~~can~~costs ~~be economically developed as a result~~ of ~~establishing~~$444 (2008: ~~proven and probable reserves~~$1, ~~the~~116,930), ~~costs~~an ~~then~~increase ~~incurred~~in toconsulting ~~develop~~fees ~~such~~of ~~property~~$184, ~~are capitalized. Such costs~~809 (2008: ~~will~~$10,000); bean ~~amortized~~increase ~~using~~in ~~the~~rent ~~units-of-production~~$6,000 ~~method~~(2008: ~~over~~$2,544) and ~~the~~an ~~estimated life~~increase ofin ~~the probable reserve. If~~ mineral ~~properties~~property ~~are~~costs ~~subsequently~~of ~~abandoned or impaired~~$13,703 (2008: ~~any capitalized costs will be charged to operations~~$6,000).

~~Long-lived~~Liquidity and ~~Assets~~Financial Condition

InAs ~~accordance~~of November ~~with SFAS No. 144~~30, ~~“Accounting for the Impairment or Disposal of Long-Lived Assets”~~2009, ~~the~~our ~~Company~~total ~~tests long-lived~~ assets orwere ~~asset groups~~$323 ~~for~~and ~~recoverability~~our ~~when~~total ~~events~~liabilities ~~or changes in circumstances indicate that~~were ~~their~~$379,230 ~~carrying~~and ~~amount~~we ~~may~~had ~~not be recoverable. Circumstances which could trigger~~ a ~~review~~working ~~include,~~capital ~~but~~deficit ~~are not limited to: significant decreases in the market price~~ of ~~the~~$378,907. ~~asset;~~Our ~~significant adverse changes in the business climate or legal~~financial ~~factors;~~statements ~~accumulation~~report ofa ~~costs~~net ~~significantly~~loss ~~in excess~~ of ~~the~~$1,562,110 ~~amount originally expected~~ for the ~~acquisition~~year orended ~~construction~~November of30, ~~the asset; current period cash~~2009, ~~flow~~and ~~or operating losses combined with~~ a ~~history~~net ofloss ~~losses or a forecast~~ of ~~continuing~~ ~~losses~~$1,286,227 ~~associated~~for ~~with~~ the ~~use~~period offrom ~~the~~September ~~asset;~~12, ~~and~~2006 ~~current~~(date ~~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~~inception) ~~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~~November ~~the use and the eventual disposal of the asset~~30, ~~as well as specific appraisal in certain instances~~2008. ~~An impairment loss is recognized when the carrying amount is not recoverable and exceeds fair value.~~

~~Financial~~We ~~Instruments~~have suffered recurring losses from operations. The continuation of our company is dependent upon our company attaining and maintaining profitable operations and raising additional capital as needed. In this regard we have raised additional capital through equity offerings and loan transactions.

The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, amounts due to a related party and loans payable, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

Cash Flows
	At			At
	November			November
	30, 2009			30, 2008
Net Cash (Used in) Operating Activities	$	(39,733	)	$	(85,141	)
Net Cash Provided by (Used In) Investing Activities	$	(444	)	$	(50,000	)
Net Cash Provided by Financing Activities	$	39,018		$	38,248
Increase In Cash During The Period	$	(1,315	)	$	(96,893	)

~~Income~~We ~~Taxes~~had a working capital deficit of $378,907 as of November 30, 2009 compared to working capital deficit of $107,754 as of November 30, 2008.

~~The Company accounts for income taxes using the asset and~~Our ~~liability~~principal ~~method~~sources in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of ~~temporary~~funds ~~differences between~~have ~~the~~been ~~financial~~from ~~reporting~~sales ~~and tax bases~~ of ~~assets~~our ~~and~~common ~~liabilities,~~stock and ~~for~~short ~~operating~~term ~~loss and tax credit carry-forwards~~loans. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that 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.

~~Stock-based Compensation~~ Contractual Obligations

19As a “smaller reporting company”, we are not required to provide tabular disclosure obligations.

~~The Company records stock-based compensation in accordance with~~Going SFAS No. 123R, “Share Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. Concern

20We have not yet achieved profitable operations and are dependent on our ability to raise capital from stockholders or other sources to meet our obligations and repay our liabilities arising from normal business operations when they become due, in their report on our audited financial statements for the year ended November 30, 2009, our independent auditors included an explanatory paragraph regarding concerns about our ability to continue as a going concern. Our financial statements contain additional note disclosure describing the circumstances that lead to this disclosure by our independent auditors.

~~Recent~~ Critical Accounting ~~Pronouncements~~ Policies

~~In May 2008, the Financial Accounting Standards Board (“FASB”)~~The ~~issued~~discussion ~~SFAS~~and ~~No.~~analysis ~~163,~~of ~~“Accounting~~our ~~for~~financial ~~Financial~~condition ~~Guarantee~~and ~~Insurance~~results ~~Contracts – An interpretation~~ of ~~FASB~~operations ~~Statement No. 60”. SFAS No. 163 requires that an~~are ~~insurance~~based ~~enterprise~~upon ~~recognize~~our aconsolidated ~~claim~~financial ~~liability~~statements, ~~prior~~which tohave anbeen ~~event~~prepared ~~of default~~in ~~when~~accordance ~~there~~with isthe ~~evidence~~accounting ~~that~~principles ~~credit~~generally ~~deterioration~~accepted ~~has occurred~~ in anthe ~~insured~~United ~~financial~~States ~~obligation~~of America. ItPreparing ~~also~~financial ~~clarifies~~statements ~~how~~requires ~~Statement~~management ~~60 applies~~ to ~~financial~~make ~~guarantee~~estimates ~~insurance~~and ~~contracts,~~assumptions ~~including~~that affect the ~~recognition~~reported ~~and~~amounts ~~measurement~~of ~~to be~~assets, ~~used~~liabilities, ~~to account for premium~~ revenue ~~and claim liabilities~~, and ~~requires expanded disclosures about financial guarantee insurance contracts~~expenses. ItThese isestimates ~~effective~~and ~~for financial~~assumptions ~~statements~~are ~~issued for fiscal years beginning after December 15, 2008,~~affected ~~except~~by ~~for some disclosures about the insurance enterprise~~management’s ~~risk-management activities.~~application ~~SFAS~~of Noaccounting policies. ~~163~~We ~~requires~~believe that ~~disclosures about the risk-management~~ ~~activities~~understanding of the ~~insurance~~basis ~~enterprise~~and benature ~~effective~~of ~~for~~ the ~~first~~estimates ~~period beginning~~and ~~after~~assumptions ~~issuance. Except for those disclosures, earlier application is~~involved ~~not~~with ~~permitted.~~the ~~The~~following ~~adoption~~aspects of ~~this~~our ~~statement~~financial statements is ~~not~~critical ~~expected~~ to ~~have a material~~an ~~effect~~understanding onof ~~the~~our ~~Company’s~~ financial statements.

In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of 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 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 the Company’s financial statements. 17

~~In March 2008, the FASB issued SFAS No. 161, “Disclosures about~~Mineral ~~Derivative~~Property Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for 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 flows. Entities 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, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements. Costs

InThe Company ~~December~~has ~~2007,~~been in the ~~FASB~~exploration ~~issued~~stage ~~SFAS~~since ~~No.~~its ~~141~~inception ~~(revised~~and ~~2007),~~has not yet ~~“Business~~realized ~~Combinations”.~~any ~~SFAS~~revenues Nofrom its planned operations. ~~141~~It ~~(revised~~is ~~2007)~~primarily ~~establishes~~engaged ~~principles~~in the acquisition and ~~requirements~~ ~~for~~exploration ~~how~~of ~~the~~mining ~~acquirer~~properties. ofMineral aproperty exploration ~~business~~costs ~~recognizes~~are ~~and~~expensed ~~measures~~as inincurred. ~~its~~Mineral property acquisition costs ~~financial~~are ~~statements~~initially ~~the~~capitalized ~~identifiable~~when ~~assets~~incurred ~~acquired,~~using the ~~liabilities~~guidance ~~assumed~~in EITF 04-02, ~~and~~“Whether ~~any~~Mineral ~~non-controlling~~Rights ~~interest~~Are inTangible ~~the~~or ~~acquiree~~Intangible Assets”. The ~~statement~~Company ~~also provides~~assesses ~~guidance~~the ~~for~~carrying ~~recognizing~~costs ~~and~~for ~~measuring~~impairment ~~the~~under ~~goodwill~~SFAS ~~acquired~~No. in144, ~~the~~“Accounting ~~business~~for Impairment ~~combination~~or ~~and~~Disposal ~~determines~~of ~~what~~Long ~~information~~Lived toAssets” ~~disclose~~at toeach ~~enable~~fiscal ~~users~~quarter ofend. ~~the~~When it has been ~~financial~~determined ~~statements~~that toa ~~evaluate~~mineral ~~the~~property ~~nature~~can ~~and~~be ~~financial~~economically ~~effects~~developed ofas ~~the~~a result of ~~business~~establishing ~~combination.~~proven ~~SFAS~~and ~~No.~~probable ~~141~~reserves, ~~(revised~~the ~~2007)~~costs ~~applies~~then ~~prospectively~~incurred to develop ~~business~~such ~~combinations~~property, ~~for~~are ~~which~~capitalized. ~~the~~Such ~~acquisition~~costs ~~date~~will isbe onamortized orusing ~~after~~ the ~~beginning~~ units-of-production ~~the~~method ~~first~~over ~~annual~~the ~~reporting~~estimated ~~period~~life ~~beginning~~of onthe orprobable ~~after~~reserve. ~~December~~If ~~15,~~mineral ~~2008.~~properties ~~The~~are ~~adoption~~subsequently ofabandoned ~~this~~or ~~statement~~impaired, isany ~~not~~capitalized ~~expected to have a material~~costs ~~effect~~will onbe ~~the~~charged ~~Company's~~to ~~financial statements~~operations.

~~In December 2007, the FASB issued SFAS No. 160, “Non~~Long-~~controlling Interests in Consolidated Financial Statements Liabilities – an~~lived Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those 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 the Company’s financial statements. Assets

~~Item~~In accordance 7Awith SFAS No. ~~Quantitative~~144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the 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 limited to: significant decreases in 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 ~~Qualitative~~current ~~Disclosures~~expectation that ~~About~~the ~~Market~~asset ~~Risk~~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.

~~As a “smaller reporting company”, we are not required to~~Financial ~~provide the information required by this Item.~~ Instruments

~~Item~~The 8fair values of financial instruments, which include cash, accounts payable and accrued liabilities, amounts due to a related party and loans payable, were estimated to approximate their carrying values due to the immediate or short-term maturity of these financial instruments. ~~Financial~~The ~~Statements~~Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and ~~Supplementary~~the ~~Data~~degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

21 Income Taxes

~~Chancery~~The Company ~~Resources~~accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, ~~Inc~~“Accounting for Income Taxes”. ~~(An~~The ~~Exploration~~asset ~~Stage~~and liability ~~Company)~~method provides that deferred tax assets and liabilities are ~~November~~recognized 30for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, ~~2008~~and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that 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.

	Index
Report of Independent Registered Public Accounting Firm	F–1
Balance Sheets	F–2
Statements of Operations	F–3
Statements of Cash Flows	F–4
Statement of Stockholders’ Equity (Deficit)	F–5
Notes to the Financial Statements	F–6

1 Stock-based Compensation

~~Report~~ The Company records stock-based compensation in accordance with SFAS No. 123R, “Share Based Payments”, using the fair value method. All transactions in which goods or services are the consideration received for the issuance of ~~Independent Registered Public Accounting~~ equity ~~Firm~~ instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~To the Directors and Stockholders Chancery Resources, Inc. (An Exploration Stage Company)~~ 19

~~We have audited the accompanying balance sheets of Chancery~~Recent ~~Resources,~~Accounting Inc. (An Exploration Stage Company) as of November 30, 2008 and 2007, and the related statements of operations, cash flows and stockholders’ equity (deficit) for the years then ended and accumulated from September 12, 2006 (Date of Inception) to November 30, 2008. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits. Pronouncements

WeIn ~~conducted~~May 2008, ~~our~~the ~~audits~~Financial inAccounting ~~accordance~~Standards ~~with~~Board ~~the~~(“FASB”) ~~standards~~issued ofSFAS ~~the~~No. 163, ~~Public~~“Accounting ~~Company~~for ~~Accounting~~Financial ~~Oversight~~Guarantee ~~Board~~Insurance ~~(United~~Contracts ~~States).~~– ~~Those~~An ~~standards~~interpretation of ~~require~~FASB ~~that~~Statement weNo. ~~plan~~60”. ~~and~~SFAS ~~perform~~No. ~~the~~163 ~~audits~~requires tothat ~~obtain~~an ~~reasonable~~insurance ~~assurance about~~enterprise ~~whether~~recognize ~~the~~a ~~financial~~claim ~~statements~~liability ~~are~~prior ~~free~~to ofan ~~material~~event ~~misstatement.~~of Andefault ~~audit includes~~when ~~examining,~~there onis ~~a test basis,~~ evidence that ~~supporting~~credit ~~the~~deterioration ~~amounts~~has ~~and disclosures~~occurred in ~~the~~an insured financial ~~statements~~obligation. ~~The~~It also ~~Company~~clarifies ishow ~~not~~Statement ~~required~~60 applies to ~~have, nor~~financial ~~were~~guarantee weinsurance contracts, ~~engaged~~including tothe ~~perform,~~recognition anand ~~audit~~measurement ofto ~~its~~be ~~internal~~used ~~control~~to ~~over~~account ~~financial~~for ~~reporting.~~premium Anrevenue ~~audit~~and ~~includes~~claim ~~consideration~~liabilities, ofand ~~internal~~requires ~~control~~expanded ~~over~~disclosures ~~financial~~about ~~reporting~~financial asguarantee ainsurance ~~basis~~contracts. It is effective for ~~designing~~financial statements ~~audit~~issued ~~procedures~~for ~~that~~fiscal ~~are~~years ~~appropriate~~beginning inafter ~~the circumstances~~December 15, ~~but~~2008, ~~not~~except for some ~~the~~disclosures ~~purpose~~about ofthe ~~expressing~~insurance anenterprise’s ~~opinion~~risk-management ~~on the~~activities. ~~effectiveness~~SFAS ofNo. ~~internal~~163 ~~control~~requires ~~over~~that ~~financial~~disclosures ~~reporting.~~about ~~Accordingly,~~the ~~we express~~risk-management noactivities ~~such~~of the ~~opinion.~~insurance Anenterprise ~~audit~~be ~~also~~effective ~~includes~~for ~~assessing~~ the ~~accounting principles~~first ~~used~~period ~~and~~beginning ~~significant~~after issuance. ~~estimates~~Except ~~made~~for bythose ~~management~~disclosures, asearlier ~~well~~application asis not permitted. ~~evaluating~~The ~~the~~adoption ~~overall~~of ~~financial~~this statement ~~presentation.~~is Wenot ~~believe~~expected ~~that~~to ~~our audits~~have ~~provide~~ a ~~reasonable~~material ~~basis~~effect ~~for~~on ~~our~~the Company’s ~~opinion.~~financial statements.

In ~~our opinion~~May 2008, the ~~financial~~FASB ~~statements~~issued ~~referred~~SFAS toNo. ~~above~~162, “The Hierarchy of Generally Accepted ~~present~~Accounting ~~fairly,~~Principles”. inSFAS ~~all~~No. ~~material~~162 ~~respects,~~identifies the ~~financial~~sources ~~position~~ of ~~Chancery~~accounting ~~Resources,~~principles ~~Inc.~~and asthe offramework ~~November~~for ~~30,~~selecting ~~2008~~the ~~and~~principles ~~2007,~~to ~~and~~be used in the preparation ~~results~~of financial statements of ~~its~~nongovernmental entities that are ~~operations~~presented ~~and~~in ~~its~~conformity ~~cash~~with ~~flows~~generally ~~for~~accepted accounting principles in the United ~~years~~States. ~~then~~It ~~ended~~is ~~and~~effective ~~accumulated~~60 ~~from September~~days ~~12,~~following ~~2006~~the ~~(Date~~SEC’s approval of ~~Inception)~~the Public Company Accounting Oversight Board amendments to ~~November~~AU 30Section 411, ~~2008~~“The Meaning of Present Fairly in ~~conformity~~Conformity ~~with~~With Generally Accepted Accounting ~~accounting~~Principles”. ~~principles~~The ~~generally~~adoption ~~accepted~~of inthis statement is not expected to have a material effect on the ~~United~~Company’s ~~States.~~financial statements.

~~The~~In ~~accompanying~~March 2008, ~~financial~~the ~~statements~~FASB ~~have~~issued ~~been~~SFAS ~~prepared~~No. 161, “Disclosures about Derivative Instruments ~~assuming~~and ~~the~~Hedging ~~Company~~Activities ~~will~~– ~~continue~~an asamendment ato ~~going~~FASB ~~concern~~Statement No. As133”. ~~discussed~~SFAS inNo. ~~Note~~161 is 1intended to improve financial standards for derivative instruments and ~~the~~hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on an entity's financial ~~statements~~position, ~~the~~financial performance, ~~Company~~and ~~has~~cash ~~not~~flows. ~~generated~~Entities ~~any~~are ~~revenues~~required to provide enhanced disclosures about: (a) how and ~~has~~why an entity uses derivative instruments; (b) ~~incurred~~how ~~operating~~derivative ~~losses~~instruments ~~since~~and ~~inception~~related hedged items are accounted for under SFAS No. ~~These~~133 ~~factors~~and ~~raise~~its ~~substantial~~related ~~doubt~~interpretations; and (c) how derivative instruments and ~~about~~related ~~the~~hedged ~~Company~~items affect an entity’s ~~ability~~financial toposition, ~~continue~~financial performance, asand acash ~~going~~flows. ~~concern~~SFAS No. ~~Management’s~~161 ~~plans~~is effective for financial statements inissued ~~regard~~for tofiscal ~~these~~years ~~matters~~beginning ~~are~~after ~~also~~November ~~discussed~~15, in2008, ~~Note~~with 1early adoption encouraged. The ~~financial statements~~adoption doof ~~not~~this ~~include~~statement ~~any~~is ~~adjustments~~not ~~that~~expected ~~might~~to ~~result~~have ~~from~~a material effect on the ~~outcome~~Company's ~~of this~~financial ~~uncertainty~~statements.

~~/s/~~In December ~~“MANNING~~2007, ~~ELLIOTT~~the ~~LLP~~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 the Company's financial statements.

~~CHARTERED~~In December ~~ACCOUNTANTS~~2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities – an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those 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 the Company’s financial statements.

~~Vancouver,~~Item 7A. Quantitative ~~Canada~~and Qualitative Disclosures About Market Risk

~~February~~As 23a “smaller reporting company”, ~~2009~~we are not required to provide the information required by this Item.

~~F-1~~Item 8. Financial Statements and Supplementary Data

~~Chancery Resources, Inc. (An Exploration Stage Company) Balance Sheets (Expressed in US dollars)~~ 20

	November 30,		November 30,
	2008		2007
	$		$
ASSETS
Current Assets
Cash	1,638		98,531
Prepaid expenses (Note 6)	110,471		713
Total Assets	112,109		99,244
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
Current Liabilities
Bank indebtedness	8,872		–
Accounts payable and accrued liabilities	159,394		3,720
Loan payable (Note 4(c))	44,917		45,214
Due to related parties (Notes 3(b) and (c))	6,680		–
Total Current Liabilities	219,863		48,934
Loans payable, less unamortized discount of $14,077 (Notes 4(a) and (b))	75,923		–
Total Liabilities	295,786		48,934
Contingencies and Commitments (Notes 1, 5 and 6)
Stockholders’ Equity (Deficit)
Preferred stock: 2,500,000,000 shares authorized, $0.00001 par value;
no shares issued and outstanding (2007 – None issued)	–		–
Series A convertible preferred stock: 40,000,000 shares authorized, $0.00001
par value; 31,000,000 shares issued and outstanding (2007 – None issued) (Note 8)	310		–
Common stock: 2,500,000,000 shares authorized, $0.00001 par value;
32,250,000 shares issued and outstanding (2007 - 151,250,000 shares) (Note 7)	322		1,512
Additional paid-in capital	1,088,418		103,538
Donated capital (Notes 3(a) and (b))	13,500		7,250
Deficit accumulated during the exploration stage	(1,286,227	)	(61,990	)
Total Stockholders’ Equity (Deficit)	(183,677	)	50,310
Total Liabilities and Stockholders’ Equity	112,109		99,244

Chancery Resources, Inc.

(~~The~~An Exploration ~~Accompanying~~Stage ~~Notes are an Integral Part of These Financial Statements~~Company)

~~F-2~~November 30, 2008

Chancery Resources, Inc. (An Exploration Stage Company) Statements of Operations (Expressed in US dollars)

	Index

Report of Independent Registered Public Accounting Firm	F–1
Consolidated Balance Sheets	F–2
Consolidated Statements of Operations	F–3
Consolidated Statements of Cash Flows	F–4
Statement of Stockholders’ Equity (Deficit)	F–5
Notes to the Consolidated Financial Statements	F–6

	Accumulated from
	September 12, 2006		For the		For the
	(Date of Inception)		Year Ended		Year Ended
	to November 30,		November 30,		November 30,
	2008		2008		2007
	$		$		$
Revenue	–		–		–
Expenses
General and administrative	130,400		83,263		46,613
Consulting fees (Note 6)	10,000		10,000		–
Management services (Note 3(a))	12,750		5,500		6,000
Impairment of mineral property costs (Note 5)	1,120,630		1,116,930		–
Mineral property costs	6,075		6,000		75
Rent (Note 3(a) and (b))	6,372		2,544		3,303
Total Expenses	1,286,227		1,224,237		55,991
Net Loss for the Period	(1,286,227	)	(1,224,237	)	(55,991	)
Net Loss Per Share – Basic and Diluted			(0.01	)	–
Weighted Average Common Shares Outstanding			89,390,000		130,106,000

~~(The~~To ~~Accompanying Notes are an Integral Part of These Financial~~the ~~Statements)~~Directors and Stockholders

~~F-3~~Chancery Resources, Inc.

~~Chancery Resources, Inc.~~ (An Exploration Stage Company) ~~Statements of Cash Flows (Expressed in US dollars)~~

	Accumulated from
	September 12, 2006		For the		For the
	(Date of Inception)		Year Ended		Year Ended
	to November 30,		November 30,		November 30,
	2008		2008		2007
	$		$		$
Operating Activities
Net loss for the period	(1,286,227	)	(1,224,237	)	(55,991	)
Adjustments to reconcile net loss to net cash used in operating
activities:
Donated services and expenses	13,500		6,250		6,000
Impairment of mineral property costs	1,116,930		1,116,930		–
Shares issued for services	10,000		10,000		–
Changes in operating assets and liabilities:
Prepaid expenses	(471	)	242		14,287
Accounts payable and accrued liabilities	9,394		5,674		2,886
Loan payable	2,696		2,696		–
Due to related party	25,590		6,680		50
Net Cash Used In Operating Activities	(108,588	)	(75,765	)	(32,768	)
Investing Activities
Mineral property costs	(50,000	)	(50,000	)	–
Net Cash Used In Investing Activities	(50,000	)	(50,000	)	–
Financing Activities
Advances from related party	46,304		20,000		10,009
Bank indebtedness	8,872		8,872		–
Proceeds from common stock subscribed	105,050		–		105,000
Net Cash Provided By Financing Activities	160,226		28,872		115,009
Increase (Decrease) in Cash	1,638		(96,893	)	82,241
Cash - Beginning of Period	–		98,531		16,290
Cash - End of Period	1,638		1,638		98,531
Supplemental Disclosures
Interest paid	–		–		–
Income taxes paid	–		–		–
Non-Cash Financing and Investing Activities
Promissory note issued for mineral property	70,000		70,000		–
Common stock issued for mineral property	120,000		120,000		–
Preferred stock issued for mineral property	744,000		744,000		–
Common stock issued for services and prepaid expense	120,000		120,000		–

Letter:

We have audited the accompanying balance sheets of Chancery Resources, Inc. (~~The~~An Exploration ~~Accompanying~~Stage ~~Notes~~Company) ~~are~~as anof ~~Integral~~November ~~Part~~30, 2009 and 2008, and the related statements of ~~These~~operations, ~~Financial~~cash flows and stockholders’ equity (deficit) for the ~~Statements~~years then ended and accumulated from September 12, 2006 (Date of Inception) to November 30, 2009. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audits.

~~F-4~~We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. An audit includes consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Chancery Resources, Inc. ~~(An~~as ~~Exploration~~of November ~~Stage~~30, ~~Company) Statement~~2009 and 2008, and the results of ~~Stockholders’~~its ~~Equity~~operations ~~(Deficit)~~and ~~For~~its cash flows for the ~~Period~~years then ended and accumulated from September 12, 2006 (Date of Inception) to November 30, ~~2008~~2009 ~~(Expressed~~ in USconformity with accounting principles ~~dollars)~~generally accepted in the United States.

										Deficit
										Accumulated
	Convertible						Additional			During the
	Preferred Stock		Common Stock				Paid-in		Donated	Exploration
	Shares	Par Value	Shares		Par Value		Capital		Capital	Stage		Total
	#	$	#		$		$		$	$		$
Balance – September 12, 2006 (Date of Inception)	–	–	–		–		–		–	–		–
Shares issued for cash at $0.0000004 per share	–	–	125,000,000		1,250		(1,200	)	–	–		50
Donated services	–	–	–		–		–		1,250	–		1,250
Net loss for the period	–	–	–		–		–		–	(5,999	)	(5,999	)
Balance – November 30, 2006	–	–	125,000,000		1,250		(1,200	)	1,250	(5,999	)	(4,699	)
Shares issued for cash at $0.004 per share	–	–	26,250,000		262		104,738		–	–		105,000
Donated services	–	–	–		–		–		6,000	–		6,000
Net loss for the year	–	–	–		–		–		–	(55,991	)	(55,991	)
Balance – November 30, 2007	–	–	151,250,000		1,512		103,538		7,250	(61,990	)	50,310
Cancellation of shares	–	–	(121,000,000	)	(1,210	)	1,210		–	–		–
Shares issued for services at $0.12 per share	–	–	1,000,000		10		119,990		–	–		120,000
Shares issued for mineral property at $0.12 per share	–	–	1,000,000		10		119,990		–	–		120,000
Shares issued for mineral property at $0.024 per share	31,000,000	310	–		–		743,690		–	–		744,000
Donated services and expenses	–	–	–		–		–		6,250	–		6,250
Net loss for the year	–	–	–		–		–		–	(1,224,237	)	(1,224,237	)
Balance – November 30, 2008	31,000,000	310	32,250,000		322		1,088,418		13,500	(1,286,227	)	(183,677	)

The accompanying financial statements have been prepared assuming the Company will continue as a going concern. As discussed in Note 1 to the financial statements, the Company has not generated any revenues and has incurred operating losses since inception. These factors raise substantial doubt about the Company’s ability to continue as a going concern. Management’s plans in regard to these matters are also discussed in Note 1. The financial statements do not include any adjustments that might result from the outcome of this uncertainty.

On February 4, 2008, the Company effected a 25:1 forward stock split of the authorized, issued and outstanding common and preferred stock. All share amounts have been retroactively adjusted for all periods presented. /s/

~~(The Accompanying Notes are an Integral Part of These Financial~~CHARTERED ~~Statements)~~ ACCOUNTANTS

~~F-5~~February 21, 2010

~~Chancery Resources, Inc. (An Exploration Stage Company) Notes to the Financial Statements November 30, 2008 (Expressed in US dollars)~~F-1

1.	Nature of Operations and Continuance of Business
	Chancery Resources, Inc. (the “Company”) was incorporated in the State of Nevada on September 12, 2006. The Company is an Exploration Stage Company as defined by Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting for Development Stage Enterprises”. The Company has acquired a mineral properties located in the province of British Columbia, Canada, and Antioquia, Colombia and has not yet determined whether these properties contain reserves that are economically recoverable. These 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 financing to continue operations, and the attainment of profitable operations. As at November 30, 2008, the Company has a working capital deficit of $107,754 and has accumulated losses of $1,286,227 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These 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. On June 8, 2007, the Company filed an amended SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective on June 12, 2007 to offer up to 50,000,000 shares of common stock at $0.004 per share to raise proceeds of $200,000. On September 20, 2007, the Company issued 26,250,000 shares of common stock at $0.004 per share for gross proceeds of $105,000. Management plans to continue exploration of the El Cafetal property at the same time that the Company undertakes efforts to place the property into production. As we intend to continue exploration at the El Cafetal Project for the foreseeable future, we are moving forward with our plans to make improvements to the property . The Company recently completed preliminary sampling and chemical analyses on the El Cafatel property. The Company also intends to begin exploration of the HCL and Fiddler Creek properties in fiscal 2009. Our ultimate objective is to become a producer of gold, silver and possibly other associated base metals. We are unable at this time to predict when, if ever, that objective will be achieved.
2.	Summary of Significant Accounting Policies
	a)	Basis of Presentation
		These financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The Company’s fiscal year-end is November 30.
	b)	Use of Estimates
		The preparation of financial statements in conformity with US generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. The Company regularly evaluates estimates and assumptions related to the recoverability of mineral property costs, imputed interest, donated expenses, stock-based compensation and deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the Company’s estimates. To the extent there are material differences between the estimates and the actual results, future results of operations will be affected.
	c)	Cash and Cash Equivalents
		The Company considers all highly liquid instruments with maturity of three months or less at the time of issuance to be cash equivalents.
	d)	Earnings (Loss) Per Share
		The Company computes net earnings (loss) per share in accordance with SFAS No. 128, "Earnings per Share". SFAS No. 128 requires presentation of both basic and diluted earnings per share (“EPS”) on the face of the income statement. Basic EPS is computed by dividing net earnings (loss) available to common shareholders (numerator) by the weighted average number of shares outstanding (denominator) during the period. Diluted EPS gives effect to all dilutive potential common shares outstanding during the period using the treasury stock method and convertible preferred stock using the if-converted method. In computing diluted EPS, the average stock price for the period is used in determining the number of shares assumed to be purchased from the exercise of stock options or warrants. Diluted EPS excludes all dilutive potential shares if their effect is anti dilutive.

Chancery Resources, Inc.

~~F-6~~(An Exploration Stage Company)

~~Chancery Resources, Inc. (An Exploration Stage Company)~~Consolidated ~~Notes~~Balance ~~to the Financial Statements November 30, 2008 (Expressed in US dollars)~~ Sheets

2.	Summary of Significant Accounting Policies (continued)
	e)	Comprehensive Loss
		SFAS No. 130, “Reporting Comprehensive Income,” establishes standards for the reporting and display of comprehensive loss and its components in the financial statements. As at November 30, 2008 and 2007, the Company has no items that represent a comprehensive loss and, therefore, has not included a schedule of comprehensive loss in the financial statements.
	f)	Mineral Property Costs
		The Company has been in the exploration stage since its inception and has not yet realized any revenues from its planned operations. It is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible Assets”. The Company assesses the carrying costs for impairment under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscal quarter end. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.
	g)	Long-lived Assets
		In accordance with SFAS No. 144, “Accounting for the Impairment or Disposal of Long-Lived Assets”, the 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 limited to: significant decreases in 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.
	h)	Asset Retirement Obligations
		The Company follows the provisions of SFAS No. 143, "Accounting for Asset Retirement Obligations," which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.
	i)	Financial Instruments
		The fair values of financial instruments, which include cash, accounts payable and accrued liabilities, amounts due to related parties and loans payable, were estimated to approximate their carrying values due to the immediate or short- term maturity of these financial instruments. The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.
	j)	Income Taxes
		The Company accounts for income taxes using the asset and liability method in accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and liability method provides that deferred tax assets and liabilities are recognized for the expected future tax consequences of temporary differences between the financial reporting and tax bases of assets and liabilities, and for operating loss and tax credit carry-forwards. Deferred tax assets and liabilities are measured using the currently enacted tax rates and laws that 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.

(Expressed in US dollars)

F-7

	November 30, 2009 $			November 30, 2008 $

ASSETS

Current Assets

Cash		323			1,638
Prepaid expenses		–			110,471
Total Assets		323			112,109

LIABILITIES AND STOCKHOLDERS’ DEFICIT

Current Liabilities

Bank indebtedness		260			8,872
Accounts payable and accrued liabilities		195,284			159,394
Loan payable, less unamortized discount of $5,541 and $14,077 (Note 4)		64,459			55,923
Due to related parties (Note 3)		54,310			6,680
Loans payable (Note 4)		64,917			64,917
Total Liabilities		379,230			295,786

Contingencies and Commitments (Notes 1, 5 and 6)

Stockholders’ Deficit

Preferred stock: 2,500,000,000 shares authorized, $0.00001 par value; no shares issued and outstanding (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 (Note 3)		19,500			13,500
Accumulated other comprehensive loss		(156	)		–
Deficit accumulated during the exploration stage		(1,562,110	)		(1,286,227	)
Total Stockholders’ Deficit		(378,907	)		(183,677	)
Total Liabilities and Stockholders’ Deficit		323			112,109

~~Chancery Resources, Inc.~~ (~~An Exploration Stage Company)~~The Accompanying Notes toare ~~the~~an ~~Financial~~Integral ~~Statements~~Part ~~November~~of ~~30,~~These ~~2008 (Expressed in US~~Financial ~~dollars~~Statements)

F-2~~. Summary of Significant Accounting Policies (continued)~~

k) Foreign Currency Translation The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted SFAS No. 52 “Foreign Currency Translation”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income. l) Stock-based Compensation The Company records stock-based compensation in accordance with SFAS No. 123RChancery Resources, ~~“Share Based Payments”, using the fair value method~~Inc. All transactions in which goods or services are the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable. m) Recent Accounting Pronouncements In May 2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163, “Accounting for Financial Guarantee Insurance Contracts – An interpretation of FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise recognize a claim liability prior to an event of default when there is evidence that credit deterioration has occurred in an insured financial obligation. It also clarifies how Statement 60 applies to financial guarantee insurance contracts, including the recognition and measurement to be used to account for premium revenue and claim liabilities, and requires expanded disclosures about financial guarantee insurance contracts. It is effective for financial statements issued for fiscal years beginning after December 15, 2008, except for some disclosures about the insurance enterprise’s risk-management activities. SFAS No. 163 requires that disclosures about the risk-management activities of the insurance enterprise be effective for the first period beginning after issuance. Except for those disclosures, earlier application is not permitted. The adoption of this statement is not expected to have a material effect on the Company’s financial statements. In May 2008, the FASB issued SFAS No. 162, “The Hierarchy of 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 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 the Company’s financial statements. In March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161 is intended to improve financial standards for 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 flows. Entities 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, 2008, with early adoption encouraged. The adoption of this statement is not expected to have a material effect on the Company's financial statements. 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 the Company's financial statements.

~~F-8~~(An Exploration Stage Company)

~~Chancery Resources, Inc. (An Exploration Stage Company)~~Consolidated ~~Notes to the Financial~~ Statements ~~November~~of ~~30, 2008 (Expressed in US dollars)~~Operations

2.(Expressed in ~~Summary~~US ~~of Significant Accounting Policies (continued~~dollars)

	m)	Recent Accounting Pronouncements (continued)
		For the Year ended			For the Year ended			Accumulated from September 12, 2006 (Date of Inception)
		In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements Liabilities – an Amendment of ARB No. 51”. This statement amends ARB 51 to establish accounting and reporting standards for the Non-controlling interest in a subsidiary and for the deconsolidation of a subsidiary. This statement is effective for fiscal years, and interim periods within those 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 the Company’s financial statements.
		November 30,			November 30,			to November 30,
		In February 2007, the 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 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 the Company's financial statements.
		2009			2008			2009
		In September 2006, the FASB issued SFAS No. 157, “Fair Value Measurements”. The objective of SFAS No. 157 is to increase consistency and comparability in fair value measurements and to expand disclosures about fair value measurements. SFAS No. 157 defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles, and expands disclosures about fair value measurements. SFAS No. 157 applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. The provisions of SFAS No. 157 are effective for fair value measurements made in fiscal years beginning after November 15, 2007. The adoption of this statement did not have a material effect on the Company's financial statements.
		$			$			$
		In June 2006, the FASB issued FASB Interpretation No. 48, “Accounting for Uncertainty in Income Taxes, an interpretation of FASB Statements No. 109” (“FIN 48”). FIN 48 clarifies the accounting for uncertainty in income taxes by prescribing a two-step method of first evaluating whether a tax position has met a more likely than not recognition threshold and second, measuring that tax position to determine the amount of benefit to be recognized in the financial statements. FIN 48 provides guidance on the presentation of such positions within a classified statement of financial position as well as on de-recognition, interest and penalties, accounting in interim periods, disclosure, and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The adoption of this statement did not have a material effect on the Company's financial statements.
Revenue			–			–			–
Expenses
General and administrative			62,392			83,263			192,792
Consulting fees			184,809			10,000			194,809
Management services			–			5,500			12,750
Impairment of mineral property costs			444			1,116,930			1,121,074
Mineral property costs			13,703			6,000			19,778
Rent			6,000			2,544			12,372
Total Operating Expenses			267,348			1,224,237			1,553,575
Interest Expense			8,535			–			8,535
Net Loss			(275,883	)		(1,224,237	)		(1,562,110	)
Net Loss Per Share – Basic and Diluted			(0.01	)		(0.01	)		N/A
Weighted Average Common Shares Outstanding			32,250,000			89,390,000			N/A
Statement of Other Comprehensive Loss
Net Loss			(275,883	)		(1,224,237	)		(1,562,110	)
Foreign currency translation adjustment			(156	)		–			(156	)
Total Comprehensive Loss			(276,039	)		(1,224,237	)		(1,562,266	)

3.	Related Party Transactions
	a)	For the year ended November 30, 2008, the Company recognized $5,500 (2007 - $6,000) for donated services provided by the former President of the Company and incurred $1,794 (2007 - $3,303) in rent to a company controlled by the former President of the Company.
	b)	For the year ended November 30, 2008, the Company incurred $750 (2007 - $Nil) in donated rent to a company controlled by the President of the Company, and is indebted to the President for $4,150 (2007 - $Nil) for advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.
	c)	As at November 30, 2008, the Company is indebted to the Chief Executive Officer of the Company for $2,530 (2007 - $Nil) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.
	d)	On November 6, 2008, the Company entered into a consulting agreement with the President of the Company for services and was issued 1,000,000 shares of restricted common stock with a fair value of $120,000 (Refer to Note 6).
	e)	On May 27, 2008, the Company entered into a share cancellation and return to treasury agreement with the former President of the Company wherein he agreed to the return for cancellation 121,000,000 shares of common stock held by him. The former President was not offered any compensation for such cancellation.

(The Accompanying Notes are an Integral Part of These Financial Statements)

F-9 3

Chancery Resources, Inc. ~~(An Exploration Stage Company) Notes to the Financial Statements November 30, 2008 (Expressed in US dollars)~~

4.	Loans Payable
	a)	On July 25, 2008, the Company received a $70,000 loan which is non-interest bearing, unsecured and due on July 25, 2010. As at November 30, 2008, an implicit interest rate of 15% was recognized resulting in an unamortized discount of $14,077.
	b)	On August 8, 2008, the Company received a $20,000 loan which is non-interest bearing, unsecured and due on August 8, 2010.
	c)	As at November 30, 2008, the Company is indebted to the former President of the Company for $44,917 (2007 - $45,214) for cash advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.
5.	Mineral Properties
	a)	On March 19, 2008, the Company entered into an agreement to acquire a 100% interest in certain mineral claims located in Valparaiso, Antioquia, Colombia for $270,000 to be paid as follows:
		i.	$50,000 payable immediately on the signing of the agreement (paid);
		ii.	$70,000 payable before April 18, 2008 (paid by loan payable – see Note 4(a)); and
		iii.	$150,000 payable before June 17, 2008 (unpaid).
		Upon commencement of mining operations, all profits from the sale of ore shall be split 60% to the Company and 40% to the vendor. Upon the Company having paid $210,000 of additional consideration to the vendor, such profits will then be split 90% to the Company and 10% to the vendor. The Company may acquire the vendor’s 10% profit interest at any time upon payment of $370,000 of additional consideration.
		The cost of the mineral property was initially capitalized. As at November 30, 2008, the Company recognized an impairment loss of $252,930, as it had not yet been determined whether there are proven or probable reserves on the property, and recorded the $150,000 that remains unpaid as a liability.
	b)	On November 6, 2008, the Company entered into an agreement to acquire 100% interest in certain mineral claims located in the province of British Columbia, Canada. In consideration of the purchase, the Company issued 1,000,000 shares of restricted common stock and 31,000,000 shares of restricted convertible preferred stock. The preferred shares are convertible into common shares on the basis of five shares of preferred stock for one share of common stock. The claim is registered in the name of CB Resources Ltd., a private British Columbia company with common directors, which holds the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. As at November 30, 2008, the Company recognized an impairment loss of $864,000, as it had not yet been determined whether there are proven or probable reserves on the property.
6.	Commitments
	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 $120,000. As at November 30, 2008, $10,000 was charged to operations and $110,000 is included in prepaid expenses.
7.	Common Stock
	a)	On January 24, 2008, the Company effected a 25:1 forward stock split of the authorized, issued and outstanding common and preferred stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 2,500,000,000 shares of common stock with no change in par value and from 100,000,000 shares of preferred stock to 2,500,000,000 shares of preferred stock with no change in par value. All share amounts have been retroactively adjusted for all periods presented.
	b)	On May 27, 2008, the Company entered into a share cancellation agreement with the former President of the Company wherein he agreed to return for cancellation 121,000,000 shares of common stock held by him for no consideration.
	c)	On November 6, 2008, the Company issued 1,000,000 shares of restricted common stock with a fair value of $120,000 to the President of the Company, pursuant to a consulting agreement described in Note 6.
	d)	On November 6, 2008, the Company issued 1,000,000 shares of restricted common stock with a fair value of $120,000 to a company with common directors, pursuant to the mineral property acquisition agreement described in Note 5(b).

(An Exploration Stage Company)

~~F-10~~Statements of Cash Flows

~~Chancery Resources, Inc.~~ (~~An Exploration Stage Company) Notes to the Financial Statements November 30, 2008 (~~Expressed in US dollars)

8.	Convertible Preferred Stock
		For the Year Ended November 30, 2009 $			For the Year Ended November 30, 2008 $			Accumulated from September 12, 2006 (Date of Inception) to November 30, 2009 $
	On November 6, 2008, the Company issued 25,000,000 shares of restricted preferred stock, convertible to common stock at 5:1 ratio, with a fair value of $600,000 to the President of the Company, and 6,000,000 shares of restricted preferred stock, convertible to common stock at 5:1 ratio, with a fair value of $144,000 to a company with common directors, pursuant to the mineral property acquisition agreement described in Note 5(b).
Cash Flows From Operating Activities
9.	Income Taxes
Net loss for the period			(275,883	)		(1,224,237	)		(1,562,110	)
	The Company has a net operating loss carry-forward of approximately $1,273,000 available to offset taxable income in future years which commence expiring in fiscal 2026.
Adjustments to reconcile net loss to net cash used in operating activities:
	The Company is subject to United States income taxes at a rate of 35%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows:
Donated services and expenses			6,000			6,250			19,500
Impairment of mineral property costs			444			1,116,930			1,117,374
Amortization of discount			8,536			–			11,232
Share-based compensation			184,809			10,000			194,809
Changes in operating assets and liabilities:
Prepaid expenses			471			242			–
Accounts payable and accrued liabilities			35,890			5,674			45,284
Net Cash Used In Operating Activities			(39,733	)		(85,141	)		(173,911	)
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			29,376			119,524
Bank indebtedness			(8,612	)		8,872			260
Proceed from the sale of common stock			–			–			105,050
Net Cash Provided By Financing Activities			39,018			38,248			224,834
Effect of Exchange Rate Changes on Cash			(156	)		–			(156	)
Increase (decrease) in Cash			(1,315	)		(96,893	)		323
Cash - Beginning of Period			1,638			98,531			–
Cash - End of Period			323			1,638			323
Supplemental Disclosures
Interest paid			–			–			–
Income taxes paid			–			–			–
Non-Cash Financing and Investing Activities
Promissory note issued for mineral property			–			70,000			70,000
Common stock issued for mineral property			–			120,000			120,000
Preferred stock issued for mineral property			–			744,000			744,000
Common stock issued for services and prepaid expenses			–			120,000			120,000

	Year Ended		Year Ended
	November 30,		November 30,
	2008		2007
	$		$
Income tax recovery at statutory rate	428,483		19,597
Donated services and expenses	(2,188	)	(2,100	)
Valuation allowance change	(426,295	)	(17,497	)
Provision for income taxes	–		–

(The Accompanying Notes are an Integral Part of These Financial Statements)

~~The significant components of deferred income tax assets and liabilities as at November 30, 2008 are as follows:~~ F-4

	November 30,		November 30,
	2008		2007
	$		$
Net operating losses carried forward	445,454		19,159
Valuation allowance	(445,454	)	(19,159	)
Net deferred income tax asset	–		–

Chancery Resources, Inc.

10.	Subsequent Events
	a)	On November 12, 2008, the Company incorporated a wholly owned subsidiary, Chancery Mining Canada Ltd.
	b)	On January 19, 2009, the Company acquired through its wholly owned subsidiary Chancery Mining Canada Ltd., a 100% interest in certain mineral interests located in British Columbia, Canada known as the Fiddler Creek Property.
	c)	On January 30, 2009, the Company incorporated a wholly owned subsidiary Minera Chancery Colombia.
	d)	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.

(An Exploration Stage Company)

~~F-11~~Consolidated Statement of Stockholders’ Equity (Deficit)

~~Item~~For 9.the Period ~~Changes~~from inSeptember ~~and~~12, ~~Disagreements~~2006 ~~With~~(Date ~~Accountants~~of onInception) ~~Accounting~~to ~~and~~November ~~Financial Disclosure~~30, 2009

~~There were no disagreements related to accounting principles or~~(Expressed ~~practices,~~in ~~financial~~US ~~statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.~~dollars)

Item 9A(T). Controls and Procedures

Deficit

Accumulated

Convertible

Additional

Other

During the

Preferred Stock

Common Stock

Paid-in

Donated

Comprehensive

Exploration

Par Value

Capital

Income

Stage

Total

Balance – September 12, 2006 (Date of Inception)

–

Shares issued for cash at $0.0000004 per share

–

125,000,000

1,250

(1,200

)

–

Donated services

–

1,250

–

1,250

Net loss for the period

–

(5,999

)

(5,999

)

Balance – November 30, 2006

–

125,000,000

1,250

(1,200

)

1,250

–

(5,999

)

(4,699

)

Shares issued for cash at $0.004 per share

–

26,250,000

262

104,738

–

105,000

Donated services

–

6,000

–

6,000

Net loss for the year

–

(55,991

)

(55,991

)

Balance – November 30, 2007

–

151,250,000

1,512

103,538

7,250

–

(61,990

)

50,310

Cancellation of shares

–

(121,000,000

)

(1,210

)

1,210

–

Shares issued for services at $0.12 per share

–

1,000,000

119,990

–

120,000

Shares issued for mineral property at $0.12 per share

–

1,000,000

119,990

–

120,000

Shares issued for mineral property at $0.024 per share

31,000,000

310

–

743,690

–

744,000

Donated services and expenses

–

6,250

–

6,250

Net loss for the year

–

(1,224,237

)

(1,224,237

)

Balance – November 30, 2008

31,000,000

310

32,250,000

322

1,088,418

13,500

–

(1,286,227

)

(183,677

)

Donated rent

–

6,000

–

6,000

Re-valuation of share-based compensation services at $0.24 per share

–

74,809

–

74,809

Foreign currency translation

–

(156

)

(156

)

Net loss for the year

–

(275,883

)

(275,883

)

Balance – November 30, 2009

31,000,000

310

32,250,000

322

1,163,227

19,500

(156

)

(1,562,110

)

(378,907

)

~~Management’s~~On February ~~Report~~4, on2008, ~~Disclosure~~the ~~Controls~~Company effected a 25:1 forward stock split of the authorized, issued and outstanding common and preferred stock. All share amounts ~~Procedures~~have been retroactively adjusted for all periods presented.

We(The Accompanying ~~maintain~~Notes ~~disclosure controls and procedures that~~ are ~~designed~~ toan ~~ensure~~Integral ~~that~~Part ~~information required to be disclosed in our reports filed under the Securities Exchange Act~~ of ~~1934,~~These ~~as amended, is recorded,~~Financial processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officerStatements) ~~to allow for timely decisions regarding required disclosure.~~

As of November 30, 2008, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report. F-5

~~Management’s Report on Internal Control over Financial~~Chancery ~~Reporting~~Resources, Inc.

~~Our management is responsible for establishing and maintaining~~(An ~~adequate~~Exploration ~~internal~~Stage control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States. Our management did not complete its assessment on the effectiveness of our internal controls over financial reporting as of November 30, 2008 due to changes in management which occurred late in fiscal 2008.Company)

~~This~~Notes ~~annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject~~ to ~~attestation by our~~ ~~company’s registered public accounting firm pursuant to temporary rules of~~ the ~~Securities~~ ~~and~~Financial ~~Exchange Commission that permit our company to provide only management’s report in this annual report.~~ Statements

~~Changes in Internal Control over Financial~~November ~~Reporting~~30, 2009

~~There have been no changes~~ (Expressed in ~~our~~US internal controls over financial reporting that occurred during the year ended November 30, 2008 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.dollars)

~~Item 9B~~1. ~~Other~~Nature ~~Information~~of Operations and Continuance of Business

~~None~~Chancery Resources, Inc. (the “Company”) was incorporated in the State of Nevada on September 12, 2006. The Company is an Exploration Stage Company as defined by Financial Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”) 915, “Development Stage Entities”. The Company has acquired a mineral property located in the province of British Columbia, Canada, and has not yet determined whether this property contains reserves that are economically recoverable.

28The Company incorporated a wholly-owned subsidiary Chancery Mining Canada Ltd. (“Chancery Canada”) on November 12, 2008 in the province of British Columbia, Canada, and incorporated another wholly-owned subsidiary Minera Chancery Colombia (“Chancery Colombia”) on January 30, 2009 in Medellin, Colombia. Both subsidiaries will focus on mining activities.

~~PART~~These consolidated ~~III~~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 financing to continue operations, and the attainment of profitable operations. As at November 30, 2009, the Company has a working capital deficit of $378,907 and has accumulated losses of $1,562,110 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.

~~Item 10~~2. ~~Directors,~~Summary ~~Executive~~of ~~Officers~~Significant ~~and~~Accounting ~~Corporate Governance~~Policies

~~All~~a) ~~directors~~Basis of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:Presentation

Name	Position Held with the Company	Age	Date First Elected or Appointed
Rafael A. Pinedo	President and Director	40	October 16, 2008
Jeffrey Fanning	Vice President of Exploration and Director	40	October 16, 2008
Juan Restrepo Gutierrez	Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer	52	January 9, 2008

These consolidated financial statements and related notes are presented in accordance with accounting principles generally accepted in the United States, and are expressed in US dollars. The financial statements include accounts of the Company and its wholly-owned subsidiaries, Chancery Canada and Chancery Colombia. All intercompany transactions and balances have been eliminated. The Company’s fiscal year-end is November 30.

~~Business~~b) ~~Experience~~Use of Estimates

The preparation ~~following~~of isfinancial astatements ~~brief~~in ~~account~~conformity ofwith US generally accepted accounting principles requires management to make estimates and assumptions that affect the ~~education~~reported amounts of assets and ~~business~~liabilities and disclosure of ~~experience~~contingent ~~during~~assets and liabilities at ~~least~~the date of the ~~past~~financial ~~five~~statements ~~years~~and the reported amounts of ~~each~~revenues ~~director,~~and ~~executive~~expenses during the reporting period. The ~~officer~~Company regularly evaluates estimates and ~~key~~assumptions ~~employee~~related to the recoverability of ~~our~~mineral ~~company~~property costs, ~~indicating~~imputed ~~the~~interest, ~~person’s~~donated ~~principal~~expenses, ~~occupation~~stock-based ~~during~~compensation ~~that~~and ~~period~~deferred income tax asset valuation allowances. The Company bases its estimates and assumptions on current facts, historical experience and various other factors that it believes to be reasonable under the circumstances, ~~name~~the results of which form the basis for making judgments about the carrying values of assets and ~~principal~~liabilities ~~business~~and the accrual of costs and expenses that are not readily apparent from other sources. The actual results experienced by the Company may differ materially and adversely from the ~~organization~~Company’s inestimates. ~~which~~To ~~such~~the ~~occupation~~extent there are material differences between the estimates and ~~employment~~the ~~were~~actual ~~carried~~results, ~~out~~future results of operations will be affected.

~~Rafael~~c) A.Cash ~~Pinedo~~and Cash Equivalents

~~Mr. Pinedo has over 20 years of experience in the areas of~~The ~~consulting,~~Company ~~engineering,~~considers ~~and~~all ~~energy.~~highly ~~Since~~liquid ~~December~~instruments 3,with ~~1998,~~maturity ~~Mr. Pinedo has served as president and chief executive officer~~ of ~~Pilgrim~~three ~~Petroleum~~months ~~Corporation~~or ~~(PGPM.OTC~~less ~~and~~at ~~PHV on~~ the ~~Frankfurt~~time ~~Stock Exchange), an oil and gas exploration company based out~~ of ~~Dallas,~~issuance ~~Texas.~~to ~~Since~~be ~~December~~cash ~~31, 2003, Mr~~equivalents. Pinedo has also served as president and director of engineering and operations, for American Petroleum Corp, an Irving, and Texas based operating company, and managing director of American BNP Resources LP based in Midland, Texas. Mr. Pinedo is Chairman of Arcland Energy Corporation (OTCBB: ACLY) a Dallas Texas exploration company. In addition Mr. Pinedo also serves as a director of CB Resources Ltd. (CNQ.ICD) a Canadian public company based in Vancouver, Canada and director at Mineral Hills Industries Ltd. a Canadian public company (TSXV.MHI), he has assisted as consultant and investor on a number of public companies in the United States, Canada and United Kingdom in energy and mineral exploration operations.

~~Jeffrey~~d) ~~Fanning~~Earnings (Loss) Per Share

~~Mr.~~The Company ~~Fanning~~computes ~~has~~net ~~over~~earnings 16(loss) ~~years~~per ofshare ~~experience~~ in ~~engineering,~~accordance with ASC 260 "Earnings per Share". ASC 260 ~~field~~requires ~~services~~presentation of both basic and ~~consulting.~~diluted ~~Mr.~~earnings ~~Fanning~~per isshare ~~currently~~(“EPS”) ~~president~~on the face of ~~Lariat Energy~~the ~~Corp~~income statement. aBasic ~~field~~EPS ~~and~~is ~~exploration~~computed ~~service~~by ~~company~~dividing ~~and~~net ~~was~~earnings (loss) ~~vice-president~~available ~~of operations~~to atcommon ~~Pilgrim~~shareholders ~~Petroleum~~(numerator) ~~Corp.~~by the weighted average number of shares outstanding (~~OTC.PGPM~~denominator) ~~until~~during ~~December~~the ~~2006~~period. ~~Mr. Fanning~~Diluted ~~worked~~EPS asgives effect anto ~~operations~~all ~~manager~~dilutive ~~for~~potential ~~American~~common ~~BNP~~shares ~~Resources~~outstanding ~~LLC~~during athe period ~~drilling~~using the treasury stock method and ~~operating~~convertible ~~company~~preferred stock using the if-converted method. ~~Prior~~In tocomputing ~~this~~diluted EPS, ~~Mr.~~the ~~Fanning~~average ~~has~~stock ~~been~~price ~~involve~~for inthe ~~property~~period ~~development~~is ~~and~~used ~~further~~in ~~strategic~~determining ~~property~~the ~~acquisitions~~number ~~and~~of ~~assisted~~shares aassumed to be purchased from ~~number~~the exercise of ~~public~~stock ~~companies~~options inor ~~developing~~warrants. ~~their~~Diluted ~~operating~~EPS ~~plans~~excludes ~~for~~all ~~their~~dilutive ~~exploration~~potential ~~operations.~~shares if their effect is anti dilutive.

29 F-6

~~Juan~~Chancery Resources, ~~Restrepo Gutierrez~~ Inc.

~~Mr. Restrepo Gutierrez acts as general manager of Mineral and~~(An ~~Geological~~Exploration ~~Consulting~~Stage Company since October 2006. Prior to that Mr. Restrepo Gutierrez worked in the tire and retreading industry where he served as a production manager, general manager and a consultant for several companies. Mr. Restrepo Gutierrez also worked in the electronic maintenance industry and has experience in the no ferrous foundry industry where he acted as a manager for several years. )

~~Mr.~~Notes ~~Restrepo Gutierrez has a Bachelor of Geology and a Master~~to ~~of Science in Geology from~~ the ~~University~~Financial of South Florida, Tampa. He has taken specialization courses in project management, sales and service management, strategic marketing management and quality control under ISO 9000. He taught Optical Mineralogy and Igneous and Metamorphic Petrology at the Universidad Nacional de Colombia. Mr. Restrepo Gutierrez has also taught courses at the Universidad Pontificia Bolivariana and Colegiatura Colombiana de Diseño. Statements

~~Family~~November 30, ~~Relationships~~ 2008

~~There are no family relationships between any of our directors,~~(Expressed ~~executive~~in ~~officers~~US ~~and proposed directors or executive officers.~~dollars)

~~Involvement~~2. inSummary ~~Certain~~of ~~Legal~~Significant ~~Proceedings~~Accounting Policies (continued)

~~None~~e) ofComprehensive ~~our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:~~Loss

1.ASC ~~any~~220 “Reporting ~~bankruptcy~~Comprehensive Income,” ~~petition~~establishes ~~filed~~standards byfor ~~or against any business of which such person was a general partner or executive officer either at~~ the ~~time~~reporting ~~of the bankruptcy or within two years prior to that time; 2. any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations~~ and ~~other~~display ~~minor offences; 3. being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated,~~ of comprehensive ~~any~~loss ~~court~~and ofits ~~competent~~components ~~jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement~~ in ~~any~~the ~~type~~financial ~~of business, securities or banking activities; or 4~~statements. ~~being~~As ~~found~~at November by30, ~~a court of competent jurisdiction in a civil action~~2009, the ~~Securities~~Company’s ~~and~~only ~~Exchange~~component ~~Commission~~of orcomprehensive ~~the~~loss ~~Commodity~~was foreign ~~Futures~~currency ~~Trading~~translation ~~Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated~~adjustment.

~~Compliance with Section 16(a~~f) ofMineral ~~the~~Property ~~Securities Exchange Act of 1934~~ Costs

~~Section~~The Company ~~16(a)~~has ofbeen in the ~~Securities~~exploration ~~Exchange~~stage ~~Act~~since ofits ~~1934~~inception ~~requires~~and has not yet ~~our~~realized ~~executive~~any ~~officers~~revenues ~~and~~from ~~directors~~its ~~and~~planned ~~persons~~operations. ~~who~~It ~~own~~is ~~more~~primarily ~~than~~engaged ~~10%~~in the acquisition and exploration of ~~our common~~mining ~~stock~~properties. toMineral ~~file~~property exploration ~~with~~costs ~~the~~are ~~Securities~~expensed ~~and~~as ~~Exchange~~incurred. ~~Commission~~Mineral ~~initial~~property acquisition costs ~~statements~~are ofinitially ~~beneficial~~capitalized ~~ownership,~~when ~~reports~~incurred ofusing ~~changes~~the guidance in ~~ownership~~EITF ~~and~~04-02, ~~annual~~“Whether Mineral Rights Are Tangible or Intangible ~~reports~~Assets”. ~~concerning~~The ~~their~~Company ~~ownership~~assesses ofthe ~~our~~carrying ~~common~~costs ~~stock~~for ~~and~~impairment ~~other~~under ~~equity~~ASC ~~securities~~360 “Property, onPlant, ~~Forms~~and 3,Equipment” 4at each ~~and~~fiscal 5quarter ~~respectively~~end. ~~Executive~~When ~~officers,~~it ~~directors~~has ~~and~~been determined that a mineral property can ~~greater~~be ~~than~~economically ~~10%~~developed ~~shareholders~~as ~~are~~a ~~required~~result byof establishing proven and probable reserves, the ~~SEC~~costs ~~regulations~~then incurred to ~~furnish~~develop ussuch property, are capitalized. ~~with~~Such ~~copies~~costs will be amortized using the units-of-production ~~all~~method ~~Section~~over ~~16(a)~~the estimated ~~reports~~life ~~that~~of ~~they~~the ~~file~~probable reserve. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

~~Based~~g) ~~solely~~Long-lived on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended November 30, 2008, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following: Assets

30In accordance with ASC 360 “Property, Plant, and Equipment”, the 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 limited to: significant decreases in 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.

Name	Number of Late Reports	Number of Transactions Not Reported on a Timely Basis	Failure to File Required Forms
Rafael A. Pinedo	1(2)	1(2)	1(2)
Jeffrey Fanning	1(2)	1(2)	1(2)
Juan Restrepo Gutierrez	Nil	Nil	Nil

Asset Retirement Obligations

(1)	The executive officer, director or holder of 10% or more of our common stock filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities.
(2)	The executive officer, director or holder of 10% or more of our common stock failed to file a Form 4 – Statement of Changes in Beneficial Ownership of Securities.

The Company follows the provisions of ASC 440 “Asset Retirement and Environmental Obligations”, which establishes standards for the initial measurement and subsequent accounting for obligations associated with the sale, abandonment or other disposal of long-lived tangible assets arising from the acquisition, construction or development and for normal operations of such assets.

~~Code~~i) ofFinancial ~~Ethics~~ Instruments

WeASC ~~adopted~~820 “Fair aValue Measurements” ~~Code~~requires ofan ~~Ethics~~entity ~~applicable~~ to ~~all~~maximize ofthe ~~our~~use ~~directors, officers, employees and consultants, which is a "code~~ of ~~ethics"~~observable ~~as defined by~~inputs ~~applicable~~and ~~rules~~minimize of the ~~SEC.~~use ~~Our Code~~ of ~~Ethics~~unobservable isinputs ~~attached~~when asmeasuring anfair ~~exhibit~~value. toASC ~~our~~820 ~~annual~~establishes ~~report~~a onfair ~~Form~~value ~~10-K~~hierarchy ~~filed~~based on ~~February~~the ~~28,~~level ~~2008. If we make any amendments to our Code~~ of ~~Ethics other than technical~~independent, ~~administrative, or other~~objective ~~non-substantive~~evidence ~~amendments,~~surrounding orthe ~~grant~~inputs ~~any~~used ~~waivers, including implicit waivers, from a provision of our Code of Ethics~~ to ~~our~~measure ~~chief~~fair ~~executive~~value. ~~officer,~~A ~~chief~~ financial instrument’s ~~officer,~~categorization orwithin ~~certain~~the ~~other~~fair ~~finance~~value ~~executives,~~hierarchy weis ~~will~~based ~~disclose~~upon the ~~nature~~lowest level of ~~the~~input ~~amendment~~that oris ~~waiver,~~significant ~~its~~to ~~effective~~the ~~date~~fair ~~and~~value tomeasurement. ~~whom~~ASC it820 prioritizes ~~applies~~the ~~in a~~inputs ~~Current~~into ~~Report~~three onlevels ~~Form~~that ~~8-K~~may ~~filed~~be ~~with~~used ~~the~~to ~~SEC.~~measure fair value:

~~Audit Committee and Audit Committee Financial Expert~~Level 1

~~Our~~Level ~~board of directors has determined that it does not have a~~1 ~~member~~applies ofto ~~its~~assets ~~audit~~or ~~committee~~liabilities ~~that~~for ~~qualifies~~which asthere anare ~~"audit~~quoted ~~committee~~prices ~~financial expert" as defined~~ in ~~Item 407(d)(5)(ii) of Regulation S-K, and is "independent"~~active asmarkets ~~the~~for ~~term~~identical isassets ~~used~~or ~~in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended~~liabilities.

~~We believe that the members of our board of directors are~~Level collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors. 2

~~Item~~Level ~~11.~~2 applies ~~Executive~~to ~~Compensation~~assets or liabilities for which there are inputs other than quoted prices that are observable for the asset or liability such as quoted prices for similar assets or liabilities in active markets; quoted prices for identical assets or liabilities in markets with insufficient volume or infrequent transactions (less active markets); or model-derived valuations in which significant inputs are observable or can be derived principally from, or corroborated by, observable market data.

~~The~~2. ~~particulars~~Summary of ~~the~~Significant ~~compensation~~Accounting ~~paid~~Policies ~~to the following persons:~~ (continued)

(ai) ~~our~~Financial ~~principal~~Instruments ~~executive officer; (b) each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2008~~ and ~~2007;~~Fair ~~and~~Value ~~(c)~~Measures ~~up to two additional individuals for whom disclosure would have been provided under~~ (bcontinued) ~~but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2008 and 2007,~~

31 Level 3

~~who~~Level we3 applies ~~will collectively refer~~ to asassets ~~the~~or ~~named~~liabilities ~~executive officers~~for ofwhich ~~our~~there ~~company,~~ are ~~set~~unobservable ~~out~~inputs into the ~~following summary compensation~~ ~~table,~~valuation ~~except~~methodology that noare ~~disclosure~~significant isto ~~provided~~the ~~for~~measurement ~~any~~of ~~named~~the ~~executive~~fair ~~officer,~~value ~~other~~of ~~than our principal executive officers, whose total compensation did not exceed $100,000 for~~ the ~~respective~~assets ~~fiscal~~or ~~year:~~liabilities.

SUMMARY COMPENSATION TABLE
Name and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non- Equity Incentive Plan Compensa- tion ($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings ($)	All Other Compensa- tion ($)	Total ($)
Juan Restrepo Gutierrez Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Former President (1)	2008 2007	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Geoffrey Gachallan Former President, Secretary and Treasurer (2)	2008 2007	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A
Rafael A. Pinedo President and Director (3)	2008 2007	Nil N/A	Nil N/A	10,000(5) N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	10,000 N/A
Jeffrey Fanning Vice President of Exploration and Director (4)	2008 2007	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A	Nil N/A

The Company’s financial instruments consist principally of cash, bank indebtedness, accounts payable, amounts due to a related party, and loans payable. Pursuant to ASC 820, the fair value of cash equivalents is determined based on “Level 1” inputs, which consist of quoted prices in active markets for identical assets. The Company believes that the recorded values of all of our other financial instruments approximate their current fair values because of their nature and respective maturity dates or durations.

	(1)	Mr. Restrepo Gutierrez was appointed as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director on January 9, 2008. On October 16, 2008, Mr. Restrepo Gutierrez resigned as a director and President.
	(2)	Mr. Gachallan resigned as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of on January 9, 2008.
	(3)	Mr. Pinedo was appointed as our President and a Director on October 16, 2008.
	(4)	Mr. Fanning was appointed as our Vice President of Exploration and a Director on October 16, 2008.
	(5)	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 issued 1,000,000 restricted shares of our common stock to Mr. Pinedo.

The Company’s operations are in Canada, which results in exposure to market risks from changes in foreign currency rates. The financial risk is the risk to the Company’s operations that arise from fluctuations in foreign exchange rates and the degree of volatility of these rates. Currently, the Company does not use derivative instruments to reduce its exposure to foreign currency risk.

32j) Income Taxes

~~Other~~The Company ~~than~~accounts asfor ~~set~~income ~~out~~taxes ~~below,~~using ~~there~~the ~~are~~asset noand ~~arrangements~~liability ormethod ~~plans~~ in accordance ~~which~~with weASC ~~provide pension~~740, ~~retirement~~“Income orTaxes”. ~~similar~~The ~~benefits~~asset ~~for directors or~~and ~~executive~~liability ~~officers.~~method ~~Our~~provides ~~directors~~that ~~and~~deferred ~~executive~~tax ~~officers~~assets ~~may~~and ~~receive~~liabilities ~~share~~are ~~options~~recognized atfor the ~~discretion~~expected offuture ~~our~~tax ~~board~~consequences of ~~directors~~temporary indifferences between the ~~future.~~financial Wereporting doand ~~not have~~tax ~~any~~bases ~~material~~of ~~bonus~~assets orand ~~profit~~liabilities, ~~sharing~~and ~~plans~~for operating ~~pursuant~~loss toand ~~which~~tax ~~cash~~credit ~~or non~~carry-~~cash~~forwards. ~~compensation~~Deferred istax orassets ~~may~~and liabilities are measured using the currently enacted tax rates and laws that will be ~~paid~~in toeffect ~~our~~when ~~directors~~the ordifferences ~~executive~~are ~~officers,~~expected to reverse. The Company ~~except~~records ~~that~~a ~~share~~valuation ~~options~~allowance ~~may~~to bereduce ~~granted~~deferred attax assets to the ~~discretion~~amount ofthat is ~~our~~believed ~~board~~more ~~of directors~~likely than not to be realized.

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 issued 1,000,000 restricted shares of our common stock to Mr. Pinedo. F-7

~~Stock~~Chancery Resources, ~~Option Grants to our Named Executive Officers~~ Inc.

~~As at November 30, 2008, our company did not have a stock~~(An ~~option~~Exploration ~~plan~~Stage ~~and our company did not grant any stock options to any named executive officers during the years ended November 30, 2008 or 2007.~~ Company)

OnNotes ~~February 9, 2009, our directors approved the adoption of the 2009 Stock Option Plan which permits our company~~ to ~~issue up to 6,450,000 shares~~ ofthe ~~our~~Financial ~~common stock to directors, officers, employees and consultants of our company.~~ Statements

~~Outstanding~~November 30, ~~Equity Awards at Fiscal Year End~~ 2008

~~There were no outstanding equity awards granted to any named~~(Expressed ~~executive~~in ~~officer~~US ~~as of November 30, 2008 or 2007.~~ dollars)

~~Aggregated~~2. ~~Option~~Summary ~~Exercises~~of inSignificant ~~Last~~Accounting ~~Fiscal~~Policies ~~Year and Fiscal Year-End Values~~ (continued)

~~There~~k) ~~were~~Foreign noCurrency ~~options outstanding, and hence no options exercised, by any named executive officers during the years ended November 30, 2008 or 2007.~~ Translation

~~Compensation~~The Company’s functional and reporting currency is the United States dollar. Occasional transactions may occur in Canadian dollars and management has adopted ASC 830 “Foreign Currency Translation Matters”. Monetary assets and liabilities denominated in foreign currencies are translated using the exchange rate prevailing at the balance sheet date. Non-monetary assets and liabilities denominated in foreign currencies are translated at rates of ~~Directors~~exchange in effect at the date of the transaction. Average monthly rates are used to translate revenues and expenses. Gains and losses arising on translation or settlement of foreign currency denominated transactions or balances are included in the determination of income.

Wel) doStock-based not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.Compensation

~~Pension~~The Company records stock-based compensation in accordance with ASC 718, ~~Retirement~~“Compensation – Stock Based Compensation” using the fair value method. All transactions in which goods or ~~Similar~~services ~~Benefit~~are ~~Plans~~the consideration received for the issuance of equity instruments are accounted for based on the fair value of the consideration received or the fair value of the equity instrument issued, whichever is more reliably measurable.

~~There~~m) ~~are~~Recent noAccounting arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof. Pronouncements

~~Indebtedness~~In ofMay 2009, ~~Directors~~FASB issued ASC 855, ~~Senior~~Subsequent ~~Officers~~Events, ~~Executive~~which establishes general ~~Officers~~standards of for the evaluation, recognition and ~~Other~~disclosure ~~Management~~of events and transactions that occur after the balance sheet date. Although there is new terminology, the standard is based on the same principles as those that currently exist in the auditing standards. The standard, which includes a new required disclosure of the date through which an entity has evaluated subsequent events, is effective for interim or annual periods ending after June 15, 2009. The adoption of ASC 855 did not have a material effect on the Company’s financial statements

~~None~~In June 2009, the FASB issued guidance now codified as ASC 105, Generally Accepted Accounting Principles, as the single source of ~~our~~authoritative ~~directors~~accounting principles orrecognized ~~executive~~by ~~officers~~the orFASB ~~any~~to ~~associate~~be applied by nongovernmental entities in orthe ~~affiliate~~preparation of ~~our~~financial ~~company~~statements ~~during~~in conformity with U.S. GAAP, aside from those issued by the ~~last~~SEC. ~~two~~ASC ~~fiscal~~105 ~~years~~does not change current U.S. GAAP, but is intended orto ~~has~~simplify ~~been indebted~~user access to ~~our~~all ~~company~~authoritative U.S. GAAP by ~~way~~providing ofall authoritative ~~guarantee,~~literature ~~support~~related ~~agreement,~~to ~~letter~~a particular topic in one place. The adoption of ~~credit~~ASC 105 did not have a material impact on the orCompany’s ~~other~~financial ~~similar~~statements, ~~agreement~~but ordid ~~understanding~~eliminate ~~currently~~all ~~outstanding.~~references to pre-codification standards.

~~Item~~The Company ~~12.~~has ~~Security~~implemented ~~Ownership~~all ofnew ~~Certain~~accounting ~~Beneficial~~pronouncements ~~Owners~~that are in effect and that ~~Management~~may impact its financial statements and ~~Related~~does ~~Stockholder~~not ~~Matters~~believe that there are any other new accounting pronouncements that have been issued that might have a material impact on its financial position or results of operations.

The following table sets forth, as of February 23, 2009, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and F-8

33Chancery Resources, Inc.

~~investment power with respect to the shares of common stock,~~(An ~~except~~Exploration asStage ~~otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.~~ Company)

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership	Percentage of Class(1)
Rafael A. Pinedo President and Director 4400 Westgrove Dr Suite 106 Dallas Texas 75001	6,000,000(2)	18.60%
Jeffrey Fanning Vice President of Exploration and Director 4400 Westgrove Dr Suite 106 Dallas Texas 75001	1,200,000(3)(4)	3.72%
Juan Restrepo Gutierrez Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer Calle 10 No 25-103, Apt 10 Medellin, Colombia	4,000,000	12.40%
Directors and Executive Officers as a Group(1)	11,200,000	34.72%
Bay Funding Group, Inc. 300 South Duncan Avenue Ste 295 Clearwater, FL 33755	1,875,000	5.81%

Notes to the Financial Statements

	(1)	Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 23, 2009. As of February 23, 2009, there were 32,250,000 shares of our company’s common stock issued and outstanding.
	(2)	Includes 5,000,000 shares of common stock issuable to Rafael A. Pinedo upon exchange of 25,000,000 shares of our Series A Preferred Stock.
	(3)	BNP Resources LLP is controlled by Jeffrey Fanning, a director of our company.
	(4)	Includes 1,200,000 shares of common stock issuable to BNP Resources LLP upon exchange of 6,000,000 shares of our Series A Preferred Stock.

November 30, 2008

34(Expressed in US dollars)

~~Item 13~~2. ~~Certain~~Summary ~~Relationships~~of ~~and~~Significant ~~Related~~Accounting ~~Transactions,~~Policies ~~and Director Independence~~(continued)

~~Except~~3. asRelated ~~disclosed~~Party herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2008, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years. Transactions

a) For the year ended November 30, ~~2008~~2009, the Company recognized $~~5,500~~Nil (~~2007~~2008 - $65,~~000~~500) for donated services provided by the former President of the Company and incurred $~~1,794~~Nil (~~2007~~November 30, 2008 - $32,~~303~~544) in rent to a company controlled by the former President of the Company.

b) For the year ended November 30, ~~2008~~2009, the Company incurred $~~750~~ 6,000 (~~2007~~2008 - $Nil) in donated rent to a company controlled by the President of the Company, and is indebted to the President for $451,~~150~~780 (~~2007~~2008 - $~~Nil~~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 at November 30, ~~2008~~2009, the Company is indebted to the Chief Executive Officer of the Company for $2,530 (~~2007~~2008 - $~~Nil~~2,530) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

On November 6, 2008, the Company entered into a consulting agreement with the President of the Company for services and was issued 1,000,000 shares of restricted common stock with a fair value of $120,000. (Refer to Note 6). F-9

~~On May 27, 2008, the Company entered into a share cancellation~~Chancery ~~and return to treasury agreement with the former President of the Company wherein he agreed to the return for cancellation 121~~Resources,~~000,000~~ ~~shares of common stock held by him~~Inc. ~~The former President was not offered any compensation for such cancellation.~~

~~Director~~(An Exploration ~~Independence~~Stage Company)

WeNotes ~~currently act with two directors, consisting of Rafael A.~~to ~~Pinedo~~the ~~and~~Financial ~~Jeffrey Fanning. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).~~ Statements

~~We do not have a standing audit, compensation or nominating~~November ~~committee~~30, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development. 2008

~~Item~~(Expressed in ~~14.~~US ~~Principal Accounting Fees and Services~~dollars)

~~The~~4. ~~aggregate~~Loans fees billed for the most recently completed fiscal year ended November 30, 2008 and for fiscal year ended November 30, 2007 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our quarterly reports on Form 10-Q and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows: Payable

35a) As of November 30, 2009, the Company is indebted to the former President of the Company for $44,917 (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.

	Year Ended
	November 30, 2008	November 30, 2007
Audit Fees	$16,118	$12,600
Audit Related Fees	Nil	Nil
Tax Fees	Nil	Nil
All Other Fees	Nil	Nil
Total	Nil	Nil

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

~~Our~~c) ~~board~~On ofJuly ~~directors~~25, ~~pre~~2008, the Company received a $70,000 loan which is non-~~approves~~interest ~~all~~bearing, ~~services~~unsecured ~~provided~~and ~~by our~~due ~~independent~~on ~~auditors~~July 25, 2010. ~~All~~As at November 30, 2009, an implicit interest rate of 15% was recognized resulting in a discount of $5,541 (2008 - $14,077) on the ~~above~~date ~~services~~of ~~and~~the ~~fees~~loan. ~~were~~As ~~reviewed~~at ~~and approved~~November by30, 2009, the ~~board~~Company has accreted $11,528 of ~~directors~~the ~~either~~discount ~~before~~bring orthe ~~after~~carrying value of the ~~respective services~~loan ~~were~~to ~~rendered~~$64,459.

Our board of directors has considered the nature and amount of fees billed by our independent auditors and believes that the provision of services for activities unrelated to the audit is compatible with maintaining our independent auditors’ independence5. Mineral Properties

36a) On March 19, 2008, the Company entered into an agreement to acquire a 100% interest in certain mineral claims located in Valparaiso, Antioquia, Colombia for $270,000 to be paid as follows:

~~PART~~i. IV$50,000 payable immediately on the signing of the agreement (paid);

~~Item 15~~ii. ~~Exhibits~~$70,000 ~~Financial~~payable ~~Statement~~before ~~Schedules~~April 18, 2008 (paid by loan payable and

(a)	Financial Statements
	(1)	Financial statements for our company are listed in the index under Item 8 of this document
	(2)	All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.
(b)	Exhibits

iii.

$150,000 payable before June 17, 2008 (unpaid).

Exhibit	Description
Number
(3)	Articles of Incorporation and Bylaws
3.1	Articles of Incorporation (incorporated by reference from our Registration Statement on Form SB-2 filed on March 20, 2007).
3.2	By-laws (incorporated by reference from our Registration Statement on Form SB-2 filed on March 20, 2007).
3.3	Certificate of Change filed with the Secretary of State of Nevada on January 16, 2008 effective January 18, 2008 (incorporated by reference from our Current Report on Form 8-K filed on February 1, 2008).
3.4	Certificate of Designation of the Series A Preferred Stock
(4)	Instruments Defining Rights of Security Holders, Including Debentures
4.1	Specimen Stock Certificate (incorporated by reference from our Registration Statement on Form SB-2 filed on March 20, 2007).
(10)	Material Contracts
10.1	Trust Agreement (incorporated by reference from our Registration Statement on Form SB-2 filed on March 20, 2007).
10.2	Mining Acquisition Agreement dated March 19, 2008 between our company and Altos de Amador S.A. (incorporated by reference from our Current Report on Form 8-K filed on March 25, 2008).
10.3	Amending Agreement dated April 4, 2008 between our company and Altos de Amador S.A. (incorporated by reference from our Quarterly Report on Form 10-QSB filed on April 18, 2008).
10.4	Share Cancellation/Return to Treasury Agreement (incorporated by reference from our Current Report on Form 8-K filed on June 5, 2008).
10.5	Mining Property Acquisition Agreement dated November 6, 2008 between our company, CB Resources Ltd., BNP Resources LLC and Rafael Pinedo.
10.6	Trust Agreement dated November 6, 2008 between our company and CB Resources Ltd.
10.7	Consulting Agreement dated November 6, 2008 between our company and Rafael Pinedo.

Upon commencement of mining operations, all profits from the sale of ore shall be split 60% to the Company and 40% to the vendor. Upon the Company having paid $210,000 of additional consideration to the vendor, such profits will then be split 90% to the Company and 10% to the vendor. The Company may acquire the vendor’s 10% profit interest at any time upon payment of $370,000 of additional consideration.

37The cost of the mineral property was initially capitalized. As at November 30, 2009, the Company had recognized an impairment loss of $nil (2008 - $252,930), as it had not yet been determined whether there are proven or probable reserves on the property.

Exhibit	Description
Number
(14)	Code of Ethics
14.1	Code of Ethics (incorporated by reference from our Annual Report on Form 10-KSB filed on February 28, 2008).
(31)	Rule 13a-14(a)/15d-14(a) Certifications
31.1*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo
31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo Gutierrez
(32)	Section 1350 Certifications
32.1*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Rafael Pinedo
32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo Gutierrez
(99)	Additional Exhibits
99.1	Audit Committee Charter (incorporated by reference from our Annual Report on Form 10-KSB filed on February 28, 2008).
99.2	Disclosure Committee Charter (incorporated by reference from our Annual Report on Form 10-KSB filed on February 28, 2008).

On November 6, 2008, the Company entered into an agreement to acquire 100% interest in certain mineral claims located in the province of British Columbia, Canada. In consideration of the purchase, the Company issued 1,000,000 shares of restricted common stock and 31,000,000 shares of restricted convertible preferred stock. The preferred shares are convertible into common shares on the basis of five shares of preferred stock for one share of common stock. The claim is registered in the name of CB Resources Ltd., a private British Columbia company with common directors, which holds the claim in trust on behalf of the Company. The cost of the mineral property was initially capitalized. As at November 30, 2009, the Company had recognized an impairment loss of $nil (2008 - $864,000), as it had not yet been determined whether there are proven or probable reserves on the property.

*filedc) ~~herewith~~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 November 30, 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.

386. Commitments

~~SIGNATURES~~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.

~~In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized~~7. Common Stock

~~CHANCERY~~a) ~~RESOURCES~~On ~~INC~~January 24, 2008, the Company effected a 25:1 forward stock split of the authorized, issued and outstanding common and preferred stock. As a result, the authorized share capital increased from 100,000,000 shares of common stock to 2,500,000,000 shares of common stock with no change in par value and from 100,000,000 shares of preferred stock to 2,500,000,000 shares of preferred stock with no change in par value. All share amounts have been retroactively adjusted for all periods presented.

~~By:~~b) ~~/s/~~On ~~Rafael PinedoRafael Pinedo~~November 6, ~~President~~2008, ~~and~~the Company entered into a consulting agreement with a Director ~~(Principal~~of ~~Executive~~the ~~Officer)~~Company, ~~March~~for 2the 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 year ended November 30, 2009, $184,809 (2008 - $Nil) was charged to operations.

~~By:~~c) ~~/s/~~On ~~Juan Restrepo~~February ~~GutierrezJuan Restrepo Gutierrez~~9, ~~CEO~~2009, ~~Secretary,~~the ~~Treasurer~~Company ~~and~~approved ~~CFO~~the ~~(Principal~~adoption ~~Financial Officer~~of ~~and~~the ~~Principal~~2009 ~~Accounting~~Stock ~~Officer)~~Option ~~March~~Plan 2which permits the Company to issue up to 6,450,000 ~~2009~~shares of common stock to directors, officers, employees and consultants of the Company.

Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.F-10

By: /s/ Rafael Pinedo	By: /s/ Juan Restrepo Gutierrez
Rafael Pinedo, President and Director	Juan Restrepo Gutierrez, CEO, Secretary, Treasurer and CFO
(Principal Executive Officer)	(Principal Financial Officer and Principal Accounting Officer)
March 2, 2009	March 2, 2009
By: /s/ Jeffrey Fanning
Jeffrey Fanning
Vice President of Exploration and Director
March 2, 2009

Chancery Resources, Inc.

39(An Exploration Stage Company)

Notes to the Financial Statements

November 30, 2008

(Expressed in US dollars)

8.	Income Taxes

The Company has a net operating loss carry-forward of approximately $1,538,000 available to offset taxable income in future years which commence expiring in fiscal 2026.

The Company is subject to United States income taxes at a rate of 35%. The reconciliation of the provision for income taxes at the United States statutory rate compared to the Company’s income tax expense as reported is as follows:

	Year Ended November 30, 2009 $			Year Ended November 30, 2008 $

Income tax recovery at statutory rate		96,559			428,483

Donated services and expenses		(2,100	)		(2,188	)

Valuation allowance change		(94,459	)		(426,295	)

Provision for income taxes		–			–

The significant components of deferred income tax assets and liabilities as at November 30, 2008 are as follows:

	November 30, 2009 $			November 30, 2008 $

Net operating losses carried forward		539,913			445,454

Valuation allowance		(539,913	)		(445,454	)

Net deferred income tax asset		–			–

9.	Subsequent Events

Pursuant to FASB ASC 855-10, the Company has evaluated all events or transactions that occurred from November 30, 2009 through February xx, 2010 the date of issuance of the audited consolidated financial statements. During this period, the Company did not have any material recognizable subsequent events.

F-11

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

There were no disagreements related to accounting principles or practices, financial statement disclosure, internal controls or auditing scope or procedure during the two fiscal years and interim periods, including the interim period up through the date the relationship ended.

Item 9A(T). Controls and Procedures

Management’s Report on Disclosure Controls and Procedures

We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed in our reports filed under the Securities Exchange Act of 1934 , as amended, is recorded, processed, summarized and reported within the time periods specified in the Securities and Exchange Commission's rules and forms, and that such information is accumulated and communicated to our management, including our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) to allow for timely decisions regarding required disclosure.

As of November 30, 2009, the end of our fiscal year covered by this report, we carried out an evaluation, under the supervision and with the participation of our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer), of the effectiveness of the design and operation of our disclosure controls and procedures. Based on the foregoing, our president and chief executive officer (who is acting as our principal executive officer and our principal financial officer and principle accounting officer) concluded that our disclosure controls and procedures were effective as of the end of the period covered by this annual report.

Management’s Report on Internal Control over Financial Reporting

Our management is responsible for establishing and maintaining adequate internal control over financial reporting. Responsibility, estimates and judgments by management are required to assess the expected benefits and related costs of control procedures. The objectives of internal control include providing management with reasonable, but not absolute, assurance that assets are safeguarded against loss from unauthorized use or disposition, and that transactions are executed in accordance with management’s authorization and recorded properly to permit the preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States.

This annual report does not include an attestation report of our company’s registered public accounting firm regarding internal control over financial reporting. Management’s report was not subject to attestation by our company’s registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit our company to provide only management’s report in this annual report.

Changes in Internal Control over Financial Reporting

There have been no changes in our internal controls over financial reporting that occurred during the year ended November 30, 2009 that have materially or are reasonably likely to materially affect, our internal controls over financial reporting.

Item 9B. Other Information

None.

PART III

Item 10. Directors, Executive Officers and Corporate Governance

All directors of our company hold office until the next annual meeting of the security holders or until their successors have been elected and qualified. The officers of our company are appointed by our board of directors and hold office until their death, resignation or removal from office. Our directors and executive officers, their ages, positions held, and duration as such, are as follows:

Name	Position Held with the Company	Age	Date First Elected or Appointed
Rafael A. Pinedo	Chief Executive Officer, President and Director	41	October 16, 2008
Jeffrey Fanning	Vice President of Exploration and Director	40	October 16, 2008
Juan Restrepo Gutierrez	Chief Operations Officer, Secretary and Director Independent Director	52	January 9, 2008
Vincent Higgins		43	August 3rd, 2009

Business Experience

The following is a brief account of the education and business experience during at least the past five years of each director, executive officer and key employee of our company, indicating the person’s principal occupation during that period, and the name and principal business of the organization in which such occupation and employment were carried out.

Rafael A. Pinedo

Mr. Pinedo has over 20 years of experience in the areas of consulting, engineering, and energy. Since December 3, 1998, Mr. Pinedo has served as president and chief executive officer of Pilgrim Petroleum Corporation (PGPM.OTC and PHV on the Frankfurt Stock Exchange), an oil and gas exploration company based out of Dallas, Texas. Since December 31, 2003, Mr. Pinedo has also served as president and director of engineering and operations, for American Petroleum Corp, an Irving, and Texas based operating company, and managing director of American BNP Resources LP based in Midland, Texas. Mr. Pinedo is Chairman of Arcland Energy Corporation (OTCBB: ACLY) a Dallas Texas exploration company. In addition Mr. Pinedo also was a director of CB Resources Ltd. (CNQ.ICD) a Canadian public company based in Vancouver, Canada and director at Mineral Hills Industries Ltd. a Canadian public company (TSXV.MHI), he has assisted as consultant and investor on a number of public companies in the United States, Canada and United Kingdom in energy and mineral exploration operations.

Jeffrey Fanning

Mr. Fanning has over 16 years of experience in engineering, field services and consulting. Mr. Fanning is currently president of Lariat Energy Corp. a field and exploration service company and was vice-president of operations at Pilgrim Petroleum Corp. (OTC.PGPM) until December 2006. Mr. Fanning worked as an operations manager for American BNP Resources LLC a drilling and operating company. Prior to this, Mr. Fanning has been involve in property development and further strategic property acquisitions and assisted a number of public companies in developing their operating plans for their exploration operations.

Juan Restrepo Gutierrez

Mr. Restrepo Gutierrez acts as general manager of Mineral and Geological Consulting Company since October 2006. Prior to that Mr. Restrepo Gutierrez worked in the tire and retreading industry where he served as a production manager, general manager and a consultant for several companies. Mr. Restrepo Gutierrez also worked in the electronic maintenance industry and has experience in the no ferrous foundry industry where he acted as a manager for several years.

Mr. Restrepo Gutierrez has a Bachelor of Geology and a Master of Science in Geology from the University of South Florida, Tampa. He has taken specialization courses in project management, sales and service management, strategic marketing management and quality control under ISO 9000. He taught Optical Mineralogy and Igneous and Metamorphic Petrology at the Universidad Nacional de Colombia. Mr. Restrepo Gutierrez has also taught courses at the Universidad Pontificia Bolivariana and Colegiatura Colombiana de Diseño.

On August 3rd, 2009, Vincent Higgins was appointed as independent director of our company.

Mr. Higgins, age 43, is recognized international leader in training, leadership development, and multicultural team building. Founded the Institute for Effective Leadership. Served as the Director of the Lumen Institute, Dallas, Texas and founded the Dallas branch. Trilingual: English, Spanish, and Italian. Extensive 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 of Dallas, TX. Doctoral track in High Energy Physics, at Purdue University, West Lafayette, Indiana and degrees in Philosophy and Theology at the Pontifical University Regina Apostolorum, in Rome, Italy

Family Relationships

There are no family relationships between any of our directors, executive officers and proposed directors or executive officers.

Involvement in Certain Legal Proceedings

None of our directors, executive officers, promoters or control persons has been involved in any of the following events during the past five years:

1.	any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;

2.	any conviction in a criminal proceeding or being subject to a pending criminal proceeding, excluding traffic violations and other minor offences;

3.	being subject to any order, judgment or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or

4.	being found by a court of competent jurisdiction in a civil action, the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.

Compliance with Section 16(a) of the Securities Exchange Act of 1934

Section 16(a) of the Securities Exchange Act of 1934 requires our executive officers and directors and persons who own more than 10% of our common stock to file with the Securities and Exchange Commission initial statements of beneficial ownership, reports of changes in ownership and annual reports concerning their ownership of our common stock and other equity securities, on Forms 3, 4 and 5 respectively. Executive officers, directors and greater than 10% shareholders are required by the SEC regulations to furnish us with copies of all Section 16(a) reports that they file.

Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during fiscal year ended November 30, 2009, all filing requirements applicable to our officers, directors and greater than 10% percent beneficial owners were complied with, with the exception of the following:

Name	Number of Late Reports			Number of Transactions Not Reported on a Timely Basis			Failure to File Required Forms
Rafael A. Pinedo		1	(2)		1	(2)		1	(2)
Jeffrey Fanning		1	(2)		1	(2)		1	(2)
Juan Restrepo Gutierrez	Nil			Nil			Nil

(1)	The executive officer, director or holder of 10% or more of our common stock filed a late Form 3 – Initial Statement of Beneficial Ownership of Securities.

(2)	The executive officer, director or holder of 10% or more of our common stock failed to file a Form 4 – Statement of Changes in Beneficial Ownership of Securities.

Code of Ethics

We adopted a Code of Ethics applicable to all of our directors, officers, employees and consultants, which is a "code of ethics" as defined by applicable rules of the SEC. Our Code of Ethics is attached as an exhibit to our annual report on Form 10-K filed on February 28, 2008. If we make any amendments to our Code of Ethics other than technical, administrative, or other non-substantive amendments, or grant any waivers, including implicit waivers, from a provision of our Code of Ethics to our chief executive officer, chief financial officer, or certain other finance executives, we will disclose the nature of the amendment or waiver, its effective date and to whom it applies in a Current Report on Form 8-K filed with the SEC.

Audit Committee and Audit Committee Financial Expert

Our board of directors has determined that it does not have a member of its audit committee that qualifies as an "audit committee financial expert" as defined in Item 407(d)(5)(ii) of Regulation S-K, and is "independent" as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.

We believe that the members of our board of directors are collectively capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. We believe that retaining an independent director who would qualify as an "audit committee financial expert" would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any material revenues to date. In addition, we currently do not have nominating, compensation or audit committees or committees performing similar functions nor do we have a written nominating, compensation or audit committee charter. Our board of directors does not believe that it is necessary to have such committees because it believes the functions of such committees can be adequately performed by our board of directors.

Item 11. Executive Compensation

The particulars of the compensation paid to the following persons:

(a)

our principal executive officer;

(b)

each of our two most highly compensated executive officers who were serving as executive officers at the end of the years ended November 30, 2009 and 2008; and

(c)

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the years ended November 30, 2009 and 2008, who we will collectively refer to as the named executive officers of our company, are set out in the following summary compensation table, except that no disclosure is provided for any named executive officer, other than our principal executive officers, whose total compensation did not exceed $100,000 for the respective fiscal year:

SUMMARY COMPENSATION TABLE
Nameand and Principal Position	Year	Salary ($)	Bonus ($)	Stock Awards ($)	Option Awards ($)	Non-Equity Incentive Plan Compensa- tion($)	Change in Pension Value and Nonqualified Deferred Compensation Earnings($)	All Other Compensa- tion($)	Total($)
Juan Restrepo	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gutierrez Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and Former President 1)	2008	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Geoffrey	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Gachallan Former President, Secretary and Treasurer (2)	2008	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Rafael A. Pinedo	2009	Nil	Nil	10,000 (5)	Nil	Nil	Nil	Nil	10,000
President and Director (3)	2008	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A
Jeffrey Fanning	2009	Nil	Nil	Nil	Nil	Nil	Nil	Nil	Nil
Vice President of Exploration and Director (4)	2008	N/A	N/A	N/A	N/A	N/A	N/A	N/A	N/A

(1)

Mr. Restrepo Gutierrez was appointed as our President, Chief Executive Officer, Chief Financial Officer, Secretary, Treasurer and a Director on January 9, 2008. On October 16, 2008, Mr. Restrepo Gutierrez resigned as a director and President.

(2)

Mr. Gachallan resigned as our President, Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer of on January 9, 2008.

(3)

Mr. Pinedo was appointed as our President and a Director on October 16, 2008.

(4)

Mr. Fanning was appointed as our Vice President of Exploration and a Director on October 16, 2008.

(5)

Other than as set out below, there are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive share options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that share options may be granted at the discretion of our board of directors.

Stock Option Grants to our Named Executive Officers

As at November 30, 2009, our company did not have a stock option plan and our company did not grant any stock options to any named executive officers during the years ended November 30, 2009 or 2008.

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

Outstanding Equity Awards at Fiscal Year End

There were no outstanding equity awards granted to any named executive officer as of November 30, 2009 or 2008.

Aggregated Option Exercises in Last Fiscal Year and Fiscal Year-End Values

There were no options outstanding, and hence no options exercised, by any named executive officers during the years ended November 30, 2009 or 2008.

Compensation of Directors

We do not have any agreements for compensating our directors for their services in their capacity as directors, although such directors are expected in the future to receive stock options to purchase shares of our common stock as awarded by our board of directors.

Pension, Retirement or Similar Benefit Plans

There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. We have no material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of the board of directors or a committee thereof.

Indebtedness of Directors, Senior Officers, Executive Officers and Other Management

None of our directors or executive officers or any associate or affiliate of our company during the last two fiscal years, is or has been indebted to our company by way of guarantee, support agreement, letter of credit or other similar agreement or understanding currently outstanding.

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

The following table sets forth, as of February 23, 2010, certain information with respect to the beneficial ownership of our common shares by each shareholder known by us to be the beneficial owner of more than 5% of our common shares, as well as by each of our current directors and executive officers as a group. Each person has sole voting and investment power with respect to the shares of common stock, except as otherwise indicated. Beneficial ownership consists of a direct interest in the shares of common stock, except as otherwise indicated.

Name and Address of Beneficial Owner	Amount and Nature of Beneficial Ownership			Percentage of Class (1)
Rafael A. Pinedo President and Director 4400 Westgrove Dr Suite 106 Dallas Texas 75001		6,000,000	(2)		18.60	%
Jeffrey Fanning Vice President of Exploration and Director 4400 Westgrove Dr Suite 106 Dallas Texas 75001		1,200,000	(3)(4)		3.72	%
Juan Restrepo Gutierrez Chief Executive Officer, Chief Financial Officer, Secretary and Treasurer Calle 10 No 25-103, Apt 10 Medellin, Colombia		4,000,000			12.40	%
Directors and Executive Officers as a Group (1)		11,200,000			34.72	%
Bay Funding Group, Inc. 300 South Duncan Avenue Ste 295 Clearwater, FL 33755		1,875,000			5.81	%

(1)

Under Rule 13d-3, a beneficial owner of a security includes any person who, directly or indirectly, through any contract, arrangement, understanding, relationship, or otherwise has or shares: (i) voting power, which includes the power to vote, or to direct the voting of shares; and (ii) investment power, which includes the power to dispose or direct the disposition of shares. Certain shares may be deemed to be beneficially owned by more than one person (if, for example, persons share the power to vote or the power to dispose of the shares). In addition, shares are deemed to be beneficially owned by a person if the person has the right to acquire the shares (for example, upon exercise of an option) within 60 days of the date as of which the information is provided. In computing the percentage ownership of any person, the amount of shares outstanding is deemed to include the amount of shares beneficially owned by such person (and only such person) by reason of these acquisition rights. As a result, the percentage of outstanding shares of any person as shown in this table does not necessarily reflect the person’s actual ownership or voting power with respect to the number of shares of common stock actually outstanding on February 23, 2009. As of February 23, 2010, there were 32,250,000 shares of our company’s common stock issued and outstanding.

(2)

Includes 5,000,000 shares of common stock issuable to Rafael A. Pinedo upon exchange of 25,000,000 shares of our Series A Preferred Stock.

(3)

BNP Resources LLP is controlled by Jeffrey Fanning, a director of our company.

(4)

Includes 1,200,000 shares of common stock issuable to BNP Resources LLP upon exchange of 6,000,000 shares of our Series A Preferred Stock.

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

Except as disclosed herein, no director, executive officer, shareholder holding at least 5% of shares of our common stock, or any family member thereof, had any material interest, direct or indirect, in any transaction, or proposed transaction since the year ended November 30, 2009, in which the amount involved in the transaction exceeded or exceeds the lesser of $120,000 or one percent of the average of our total assets at the year end for the last three completed fiscal years.

For the year ended November 30, 2009, the Company recognized $5,500 (2007 - $6,000) for donated services provided by the former President of the Company and incurred $1,794 (2007 - $3,303) in rent to a company controlled by the former President of the Company.

For the year ended November 30, 2008, the Company incurred $750 (2007 - $Nil) in donated rent to a company controlled by the President of the Company, and is indebted to the President for $4,150 (2007 - $Nil) for advances and expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

As at November 30, 2008, the Company is indebted to the Chief Executive Officer of the Company for $2,530 (2007 - $Nil) for expenses paid for on behalf of the Company, which is non-interest bearing, unsecured and due on demand.

On May 27, 2008, the Company entered into a share cancellation and return to treasury agreement with the former President of the Company wherein he agreed to the return for cancellation 121,000,000 shares of common stock held by him. The former President was not offered any compensation for such cancellation.

Director Independence

We currently act with two directors, consisting of Rafael A. Pinedo and Juan Restrepo. We have determined that none of our directors is an “independent director” as defined in NASDAQ Marketplace Rule 4200(a)(15).

We do not have a standing audit, compensation or nominating committee, but our entire board of directors acts in such capacities. We believe that our members of our board of directors are capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development.

Item 14. Principal Accounting Fees and Services

The aggregate fees billed for the most recently completed fiscal year ended November 30, 2009 and for fiscal year ended November 30, 2008 for professional services rendered by the principal accountant for the audit of our annual financial statements and review of the financial statements included in our annual report on Form 10-K and services that are normally provided by the accountant in connection with statutory and regulatory filings or engagements for these fiscal periods were as follows:

	Year Ended
	November 30, 2009		November 30, 2008
Audit Fees	$	14,118	$	12,600
Audit Related Fees	Nil		Nil
Tax Fees	Nil		Nil
All Other Fees	Nil		Nil
Total	Nil		Nil

Our board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.

PART IV

Item 15. Exhibits, Financial Statement Schedules

(a)	Financial Statements

(1)

Financial statements for our company are listed in the index under Item 8 of this document

(2)

All financial statement schedules are omitted because they are not applicable, not material or the required information is shown in the financial statements or notes thereto.

(b) Exhibits

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

31.2*	Section 302 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo Gutierrez

(32)	Section 1350 Certifications

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

32.2*	Section 906 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo Gutierrez

*filed herewith.

SIGNATURES

In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

CHANCERY RESOURCES INC.

By:	/s/ Rafael Pinedo
Rafael Pinedo, President and Director
(Principal Executive Officer)
March 12, 2010

By:	/s/ Juan Restrepo Gutierrez
Juan Restrepo Gutierrez, CEO, Secretary, Treasurer and CFO
(Principal Financial Officer and Principal Accounting Officer)
March 12, 2010

By:	/s/ Rafael Pinedo	By:	/s/ Juan Restrepo Gutierrez
Rafael Pinedo, President and Director		Juan Restrepo Gutierrez, CEO, Secretary, Treasurer and CFO
(Principal Executive Officer)		(Principal Financial Officer and Principal Accounting Officer)
March 12, 2010		March 12, 2010

Filing Compare · CHANCERY RESOURCES, INC.