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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB

(Mark One)

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

For the quarterly period ended May 31, 2008

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

For the transition period from __________ to __________

Commission file number 000-53142

CHANCERY RESOURCES, INC.(Exact name of small business issuer as specified in its
charter)

|Nevada                                                               | N/A                              
|-------------------------------------------------------------------- | ---------------------------------
|(State or other jurisdiction of incorporation or
      organization) | (IRS Employer Identification No.)

Calle 10 No. 25  104, Apto 110, Medellin,
Colombia(Address of principal executive offices)

57 312 776 5740(Issuers telephone number)

N/A(Former name, former address
and former fiscal year, if changed since last report)

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

APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCYPROCEEDINGS DURING THE PRECEDING FIVE YEARS

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 30,250,000
common shares issued and outstanding as of July 2, 2008

Transitional Small Business Disclosure Format (Check one): Yes
[   ]   No [X]

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

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Chancery
Resources, Inc. without audit, pursuant to the rules and regulations of the
Securities and Exchange Commission (SEC). Certain information and footnote
disclosures normally included in financial statements prepared in accordance
with generally accepted accounting principles have been omitted in accordance
with such SEC rules and regulations. In the opinion of management, the
accompanying statements contain all adjustments necessary to present fairly the
financial position of our company as of May 31, 2008, and our results of
operations and our cash flows for the six month period ended May 31, 2008. The
results for this interim period are not necessarily indicative of the results
for the entire year. The accompanying financial statements should be read in
conjunction with the financial statements and the notes thereto filed as a part
of our companys Form 10-KSB.





2

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Chancery Resources, Inc. (An Exploration Stage Company)

May 31, 2008







|                                        | Index
|--------------------------------------- | -----
|                                        |      
|Balance
      Sheets                    | F1  
|                                        |      
|Statements
      of Operations          | F2  
|                                        |      
|Statements
      of Cash Flows          | F3  
|                                        |      
|Notes
      to the Financial Statements | F4  

---

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

|                                                                             |  | May 31,     |   |  | November 30, |  
|---------------------------------------------------------------------------- |  | ----------- | - |  | ------------ | -
|                                                                             |  | 2008        |   |  | 2007         |  
|                                                                             |  | $           |   |  | $            |  
|                                                                             |  | (unaudited) |   |  |              |  
|                                                                             |  |             |   |  |              |  
|ASSETS                                                                       |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Current Assets                                                               |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Cash                                                                         |  | 22,687      |   |  | 98,531       |  
|Prepaid expenses                                                             |  | 755         |   |  | 713          |  
|                                                                             |  |             |   |  |              |  
|Total Assets                                                                 |  | 23,442      |   |  | 99,244       |  
|                                                                             |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY
      (DEFICIT)                         |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Current Liabilities                                                          |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Accounts payable                                                             |  | 11,933      |   |  | 3,720        |  
|Accrued liabilities                                                          |  | 3,529       |   |  |             |  
|Due to related party (Note 3(b))                                             |  | 44,917      |   |  | 45,214       |  
|                                                                             |  |             |   |  |              |  
|Total Liabilities                                                            |  | 60,379      |   |  | 48,934       |  
|                                                                             |  |             |   |  |              |  
|Contingencies and Commitments (Note 1 and
      4)                           |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Stockholders Equity (Deficit)                                               |  |             |   |  |              |  
|                                                                             |  |             |   |  |              |  
|Preferred stock, 2,500,000,000
      shares authorized, $0.00001 par value;  |  |             |   |  |              |  
|No shares issued and outstanding                                             |  |            |   |  |             |  
|                                                                             |  |             |   |  |              |  
|Common stock, 2,500,000,000 shares authorized,
      $0.00001 par value;     |  |             |   |  |              |  
|32,250,000 and 151,250,000
      shares issued and outstanding, respectively |  | 322         |   |  | 1,512        |  
|                                                                             |  |             |   |  |              |  
|Additional paid-in capital                                                   |  | 104,728     |   |  | 103,538      |  
|                                                                             |  |             |   |  |              |  
|Donated capital (Note 3(a))                                                  |  | 10,250      |   |  | 7,250        |  
|                                                                             |  |             |   |  |              |  
|Deficit accumulated during the exploration
      stage                       |  | (152,237    | ) |  | (61,990      | )
|                                                                             |  |             |   |  |              |  
|Total Stockholders Equity (Deficit)                                         |  | (36,937     | ) |  | 50,310       |  
|                                                                             |  |             |   |  |              |  
|Total Liabilities and Stockholders Equity (Deficit)                         |  | 23,442      |   |  | 99,244       |  

(The accompanying notes are an integral part of these financial
statements)

F-1

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

Accumulated from
      
      
      For the
      
      
      For the
      
      
      For the
      
      
      For theSeptember 12, 2006
      
      
      Three Months
      
      
      Three Months
      
      
      Six Months
      
      
      Six Months(Date of Inception)
      
      
      Ended
      
      
      Ended
      
      
      Ended
      
      
      Endedto May 31,
      
      
      May 31,
      
      
      May 31,
      
      
      May 31,
      
      
      May 31,2008
      
      
      2008
      
      
      2007
      
      
      2008
      
      
      2007$
      
      
      $
      
      
      $
      
      
      $
      
      
      $Revenue
      
      
      
      
      
      
      
      
      
      
      
      
      
      ExpensesGeneral and administrative
      
      82,590
      
      
      13,336
      
      
      17,035
      
      
      35,453
      
      
      23,929Management services (Notes 3(a))
      
      10,250
      
      
      1,500
      
      
      1,500
      
      
      3,000
      
      
      3,000Impairment of
        mineral property costs
      
      53,700
      
      
      50,000
      
      
      
      
      
      50,000
      
      
      Mineral property costs
      
      75
      
      
      
      
      
      
      
      
      
      
      
      Rent (Note 3(a))
      
      5,622
      
      
      895
      
      
      788
      
      
      1,794
      
      
      1,554Total Expenses
      
      152,237
      
      
      65,731
      
      
      19,323
      
      
      90,247
      
      
      28,483Net Loss for the Period
      
      (152,237
      )
      
      (65,731
      )
      
      (19,323
      )
      
      (90,247
      )
      
      (28,483
      )Net Loss Per Share  Basic and Diluted
      
      
      
      
      
      
      
      
      
      
      
      
      
      Weighted Average Common Shares Outstanding
      
      
      146,076,000
      
      
      125,000,000
      
      
      148,635,000
      
      
      125,000,000


(The accompanying notes are an integral part of these financial
statements)

F-2

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

|                                                                                  |  | For the    |   |  | For the    |  
|--------------------------------------------------------------------------------- |  | ---------- | - |  | ---------- | -
|                                                                                  |  | Six Months |   |  | Six Months |  
|                                                                                  |  | Ended      |   |  | Ended      |  
|                                                                                  |  | May 31,    |   |  | May 31,    |  
|                                                                                  |  | 2008       |   |  | 2007       |  
|                                                                                  |  | $          |   |  | $          |  
|                                                                                  |  |            |   |  |            |  
|Operating Activities                                                              |  |            |   |  |            |  
|                                                                                  |  |            |   |  |            |  
|Net loss for the period                                                           |  | (90,247    | ) |  | (28,483    | )
|                                                                                  |  |            |   |  |            |  
|Adjustments to reconcile net
      loss to net cash used in operating activities: |  |            |   |  |            |  
|Donated services                                                                  |  | 3,000      |   |  | 3,000      |  
|Impairment of
      mineral property costs                                        |  | 50,000     |   |  |           |  
|                                                                                  |  |            |   |  |            |  
|Changes in operating assets
      and liabilities:                                |  |            |   |  |            |  
|Prepaid expenses                                                                  |  | (42        | ) |  | 15,000     |  
|Accounts payable                                                                  |  | 8,213      |   |  | 1,056      |  
|Accrued liabilities                                                               |  | 3,529      |   |  |           |  
|Due to related party                                                              |  | (297       | ) |  | 50         |  
|                                                                                  |  |            |   |  |            |  
|Net Cash Used in Operating Activities                                             |  | (25,844    | ) |  | (9,377     | )
|                                                                                  |  |            |   |  |            |  
|Investing Activities                                                              |  |            |   |  |            |  
|                                                                                  |  |            |   |  |            |  
|Mineral property costs                                                            |  | (50,000    | ) |  |           |  
|                                                                                  |  |            |   |  |            |  
|Net Cash Used in Investing Activities                                             |  | (50,000    | ) |  |           |  
|                                                                                  |  |            |   |  |            |  
|Decrease in Cash                                                                  |  | (75,844    | ) |  | (9,377     | )
|                                                                                  |  |            |   |  |            |  
|Cash - Beginning of Period                                                        |  | 98,531     |   |  | 16,290     |  
|                                                                                  |  |            |   |  |            |  
|Cash - End of Period                                                              |  | 22,687     |   |  | 6,913      |  
|                                                                                  |  |            |   |  |            |  
|Supplemental Disclosures                                                          |  |            |   |  |            |  
|Interest paid                                                                     |  |           |   |  |           |  
|Income taxes paid                                                                 |  |           |   |  |           |  

(The accompanying notes are an integral part of these financial
statements)

F-3

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|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 property located in the
      province of British Columbia, Canada, and has not yet determined whether
      this property contains 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 May 31, 2008, the Company has a working capital
      deficiency of $36,937 and has accumulated losses of $152,237 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            

F-4

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | e)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           

F-5

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | k)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | l)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | m)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-6

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------
|   |                                                           
|   | n)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           
|   |                                                           

F-7

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|2. | Summary of Significant Accounting Policies
    (continued)
|-- | ----------------------------------------------------------

| | n) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
| |    | 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 derecognition,
      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.

|3. | Related Party Transactions
|-- | --------------------------

| | a) | For the six months ended May 31, 2008, the Company
      recognized $3,000 (2007 - $3,000) for donated services provided by the
      President of the Company and incurred $1,794 (2007 - $1,554) in rent to a
      company controlled by the former President of the Company.                                                              
| | -- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                               
| | b) | As at May 31, 2008, the Company is indebted to the former
      President of the Company for $44,917 (November 30, 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.                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                               
| | c) | 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 119,000,000
      shares of common stock held by him. The former President was not offered
      any compensation for such cancellation.

|4. | Mineral Properties
|-- | ------------------
|   |                   
|   | a)                
|   |                   
|   | b)                
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   
|   |                   

F-8

---

Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements May 31, 2008 (Expressed in US
dollars) (Unaudited)

|4. | Mineral Properties (continued)
|-- | ------------------------------

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 the $270,000
purchase price, such profits will then be split 90% to the Company and 10% to
the vendor. The Company would have the right to acquire the vendors 10% profit
interest at any time upon payment of $370,000.

The cost of the mineral property was
initially capitalized. As at May 31, 2008, the Company recognized an impairment
loss of $50,000, as it had not yet been determined whether there are proven or
probable reserves on the property.

|5. | Common Stock
|-- | ------------
|   |             
|   | a)          
|   |             
|   | b)          

F-9

---

Item 2. Management's Discussion and Analysis or Plan
of Operation.

FORWARD-LOOKING STATEMENTS

This quarterly 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 terminology. These statements are only predictions and involve known
and unknown risks, uncertainties and other factors that may cause our or our
industry's actual results, levels of activity, performance or achievements to be
materially different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

Our unaudited financial statements are stated in United States
Dollars (US$) and are prepared in accordance with United States Generally
Accepted Accounting Principles. The following discussion should be read in
conjunction with our financial statements and the related notes that appear
elsewhere in this quarterly report. The following discussion contains
forward-looking statements that reflect our plans, estimates and beliefs. Our
actual results could differ materially from those discussed in the forward
looking statements. Factors that could cause or contribute to such differences
include, but are not limited to, those discussed below and elsewhere in this
quarterly report.

In this quarterly report, unless otherwise specified, all
dollar amounts are expressed in United States dollars. All references to "US$"
refer to United States dollars and all references to "common shares" refer to
the common shares in our capital stock.

As used in this quarterly report, the terms "we", "us", "our",
"our company" and Chancery mean Chancery Resources, Inc., unless otherwise
indicated.

General Overview

We were incorporated in the State of Nevada on September 12,
2006. We are an exploration stage corporation. An exploration stage corporation
is one 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 Calle 10 No. 25  104, Apto
110, Medellin, Colombia. Our telephone number is 57.312.776.5740.

We hold the rights to nine Mineral Titles Online cells referred
to as the Hunter property, through Geoffrey Gachallan, a director and officer of
our company, who holds the property for us in trust. The Hunter property,
located in Merritt, British Columbia, Canada, totals 186 acres.

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

4

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

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.

Plan of Operation and Cash Requirements

During the twelve months ending May 31, 2009, we intend to
conduct exploration activities on our Hunter and El Cafetal properties. There is
no assurance that a commercially viable mineral deposit exists on the properties
and further exploration will be required before a final evaluation as to the
economic feasibility is determined.

In addition, during the next twelve months, we will seek
alternative asset acquisition opportunities in order to potentially enhance
shareholder value.

Our principal capital resources have been through the issuance
of common stock, although we may use shareholder loans, advances from related
parties, or borrowing in the future.

Results of Operations for the three months ending May 31,
2008 compared to the three months ended May 31, 2007.

We did not earn any revenues during the three month period
ending May 31, 2008. During the three month period ended May 31, 2008, we
incurred operating expenses in the amount of $65,731, compared to operating
expenses of $19,323 incurred during the same period in fiscal 2007. These
operating expenses were comprised of general and administrative expenses of
$13,336 (2007: $17,035) management services of $1,500 (2007: $1,500), Impairment
of mineral property costs $50,000 (2007: $Nil) and rent of $895 (2007: $788).
The increase in operating expenses during the three months ended May 31, 2008,
compared to the same period in fiscal 2007, was mainly due to $50,000 of
impairment of mineral property costs.

Results of Operations for the six months ending May 31, 2008
  compared to the six months ended May 31, 2007.

We did not earn any revenues during the six month period ending
May 31, 2008. During the six month period ended May 31, 2008, we incurred
operating expenses in the amount of $90,247, compared to operating expenses of
$28,483 incurred during the same period in fiscal 2007. These operating expenses
were comprised of general and administrative expenses of $35,453 (2007: $23,929)
management services of $3,000 (2007: $3,000), impairment of mineral property
costs of $50,000 (2007: $Nil) and rent of $1,794 (2007: $1,554). The increase in
operating expenses during the six months ended May 31, 2008, compared to the
same period in fiscal 2007, was mainly due to $50,000 of impairment of mineral
property costs and an increase in professional fees incurred.

In the next twelve months we anticipate spending $500,000 to
$900,000 on mineral exploration costs and processing plant upgrades and $220,000
to $320,000 on mineral property costs, management services and administrative
costs. Our cash on hand at May 31, 2008 was $22,687. We plan to raise additional
capital required to meet immediate short-term needs and to meet the balance of
our estimated funding requirements for the twelve months, primarily through the
private placement of our securities. Included in our anticipated spending is our
required payment of $270,000 to Altos de Amador, of which we have paid, from
cash on hand, $50,000 on the execution of the agreement with Altos de Amador. We
anticipate that the $70,000 due on or before April 18, 2008, will be made in a
late payment on or before August 15, 2008 and will be funded by way of an
interest free loan from a non-US resident third party. We also anticipate that
the $150,000 due on or before June 17, 2008 will be made on or before August 15,
2008 and will be funded by way of an interest free loan from a non-US resident
third party.

5

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Employees

We do not expect any significant changes in the number of
employees during the next twelve month period.

Purchase of Significant Equipment

We do not expect to make any significant equipment purchases
during the next twelve month period.

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of May 31,
2008.

Liquidity and Capital Resources

As at May 31, 2008, our company had $23,442 in current assets,
including $22,687 in cash and $755 in prepaid expenses. As at May 31, 2008, we
had working capital deficit of $36,937.

We have not generated any revenue since inception and are
dependent upon obtaining financing to pursue our business activities. For these
reasons, our auditors believe that there is substantial doubt that we will be
able to continue as a going concern.

Going Concern

We anticipate that additional funding will be required in the
form of equity financing from the sale of our common stock. At this time, we
cannot provide investors with any assurance that we will be able to raise
sufficient funding from the sale of our common stock or through a loan from our
directors to meet our obligations over the next twelve months. We do not have
any arrangements in place for any future debt or equity financing.

Application of Critical Accounting Policies

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

Mineral Property Costs

We have been in the exploration stage since our inception and
have not yet realized any revenues from our planned operations. We are 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. We
assess 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.

Long-lived Assets

In accordance with SFAS No. 144, Accounting for the Impairment
or Disposal of Long-Lived Assets, we test 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:

6

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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.

RISK FACTORS

Much of the information included in this quarterly report
includes or is based upon estimates, projections or other forward looking
statements. Such forward looking statements include any projections and
estimates made by us and our management in connection with our business
operations. While these forward-looking statements, and any assumptions upon
which they are based, are made in good faith and reflect our current judgment
regarding the direction of our business, actual results will almost always vary,
sometimes materially, from any estimates, predictions, projections, assumptions
or other future performance suggested herein.

Such estimates, projections or other forward looking
statements involve various risks and uncertainties as outlined below. We
caution the reader that important factors in some cases have affected and, in
the future, could materially affect actual results and cause actual results to
differ materially from the results expressed in any such estimates, projections
or other forward looking statements.

Risks Associated With Mining

All 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.

Despite exploration work on our mineral properties, we have not
established that any of them contain any mineral reserve, nor can there be any
assurance that we will be able to do so. 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.

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

The commercial viability of an established mineral deposit will
depend on a number of factors including, by way of example, the size, grade and
other attributes of the mineral deposit, the proximity of the resource to
infrastructure such as a smelter, roads and a point for shipping, government
regulation and market prices. 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.

Mineral operations are subject to applicable law and
government regulation. Even if we discover a mineral resource in a commercially
exploitable quantity, these laws and regulations could restrict or prohibit the

7

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exploitation of that mineral resource. If we cannot exploit
any mineral resource that we might discover on our properties, our business may
fail.

Both mineral exploration and extraction require permits from
various foreign, federal, state, provincial and local governmental authorities
and are governed by laws and regulations, including those with respect to
prospecting, mine development, mineral production, transport, export, taxation,
labour standards, occupational health, waste disposal, toxic substances, land
use, environmental protection, mine safety and other matters. There 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.

We believe that we are in compliance with all material laws and
regulations that currently apply to our activities but there can be no assurance
that we can continue to remain in compliance. 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.

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

If 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.

Mineral exploration and development is subject 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.

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

Mineral prices are subject to dramatic and unpredictable
fluctuations.

We expect to derive revenues, if any, either from the sale of
our mineral resource properties or from the extraction and sale of precious and
base metals such as gold, silver and copper. The price of those commodities has
fluctuated widely in recent years, and is affected by numerous factors beyond
our control, including international, economic and political trends,
expectations of inflation, currency exchange fluctuations, interest rates,
global or regional consumptive patterns, speculative activities and increased
production due to new 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.

8

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

The mineral 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.

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.

Risks Related To Our Company

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

We have been in the business of exploring mineral resource
properties since September 2006 and we have not yet located any mineral reserve.
As a result, we have never had any revenues from our operations. 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. During the twelve months ending May 31, 2009, we expect to spend
approximately $500,000 to $900,000 on mineral exploration costs and processing
plant upgrades and$220,000 to $320,000 on mineral property costs, management
services and administrative costs. 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.

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.

We have not generated any revenue from operations since our
incorporation and we anticipate that we will continue to incur operating
expenses without revenues unless and until we are able to identify a mineral
resource in a commercially exploitable quantity on one or more of our mineral
properties and we build and operate a mine. We had cash in the amount of $22,687
as of May 31, 2008. At May 31, 2008, we had working capital deficit of $36,937.
We incurred a net loss of $90,247 for the six month period ended May 31, 2008
and $152,237 since inception on September 12, 2006. We estimate our average
monthly operating expenses to be approximately $5,800 to $7,500, 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.

9

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These circumstances lead our independent registered public
accounting firm, in their report dated February 27, 2008, 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.

Risks Associated with Our Common Stock

Trading on the OTC Bulletin Board may be volatile and
sporadic, which could depress the market price of our common stock and make it
difficult for our stockholders to resell their shares.

Our common stock is quoted on the OTC Bulletin Board service of
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 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.

Our stock is a penny stock. Trading of our stock may be
restricted by the SECs penny stock regulations and FINRAs sales practice
requirements, which may limit a stockholders ability to buy and sell our
stock.

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.

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s 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.

10

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Other Risks

Because all of our officers and directors are located in
non-U.S. jurisdictions, you may have no effective recourse against them for
misconduct and you may not be able to enforce judgment and civil liabilities
against our officers, directors, experts and agents.

All of our directors and officers are nationals and/or
residents of countries other than the United States and all or a substantial
portion of their assets are located outside the United States. As a result, it
may be difficult for investors to enforce within the United States any judgments
obtained against our officers or directors, including judgments predicated upon
the civil liability provisions of the securities laws of the United States or
any state thereof.

Trends, Risks and Uncertainties

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

Item 3. 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 principal
executive officer and principal financial and accounting officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of May 31, 2008, the end of the six month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended May 31, 2008
that have materially affected, or are reasonably likely to materially affect,
our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

We know of no material, existing or pending legal proceedings
against our company, 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 interest.

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

None.

11

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Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

On May 27, 2008, Geoffrey Gachallan entered into a share
transfer agreement with Juan Restrepo Gutierrez, our president wherein Mr.
Gachallan transferred 4,000,000 shares of our common stock to Juan Restrepo
Gutierrez. Also on May 27, 2008, we entered into a share cancellation and return
to treasury agreement with Mr. Gachallan, wherein, Mr. Gachallan agreed to the
return and cancellation of the remaining 119,000,000 shares of our common stock
currently held by him. Mr. Gachallan was not offered any compensation for such
cancellation.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

|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).
|        |                                                                                                                                                                                                                        
|(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).                                                                     

12

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|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)    | Section 302
        Certifications                                                                                                                                
|        |                                                                                                                                                                   
|31.1*   | Section
        302 Certification of Principal Executive Officer, Principal Financial
        Officer and Principal Accounting Officer                            
|        |                                                                                                                                                                   
|(32)    | Section 906
        Certification                                                                                                                                 
|        |                                                                                                                                                                   
|32.1*   | Section
        906 Certification of Principal Executive Officer Principal Executive Officer,
        Principal Financial Officer and Principal Accounting Officer
|        |                                                                                                                                                                   
|(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).                        

*filed herewith

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SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the
Securities Exchange Act of 1934, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized.

CHANCERY RESOURCES, INC.

By:   /s/ Juan Restrepo
Gutierrez
Juan Restrepo Gutierrez President, Treasurer and Director (Principal
Executive Officer, Principal Financial Officer and Principal Accounting
Officer)

Date: July 17, 2008

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