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UNITEDSTATES

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

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

| Large accelerated filer o |                                               | Accelerated filer o         |
|---------------------------|----------------------------------------------------|-----------------------------|
| Non-accelerated filer o   | (Do      not check if a smaller reporting company) | Smaller reporting company x |

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

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

|                                                                                                            |   | May      31, |       |   | November      30, |   |
|-----------------------------------------------------------------------------------------------------------------|--------|--------------|------------|--------|-------------------|--------|
|                                                                                                            |   | 2009         |       |   | 2008              |   |
|                                                                                                            |   | $            |       |   | $                 |   |
|                                                                                                            |   | (Unaudited)  |       |   |              |   |
| ASSETS                                                                                                          |   |         |       |   |              |   |
| Current      Assets                                                                                             |   |         |       |   |              |   |
|  Cash                                                                                                      |   |         | 389        |   |              |   | 1,638 |   |
|  Prepaid      expenses (Note 6(a))                                                                         |   |         | 50,000     |   |              |   | 110,471 |   |
| Total      Assets                                                                                               |   |         | 50,389     |   |              |   | 112,109 |   |
|                                                                                                            |   |         |       |   |              |   |   |   |
| LIABILITIES      AND STOCKHOLDERS’ DEFICIT                                                                |   |         |       |   |              |   |   |   |
| Current      Liabilities                                                                                        |   |         |       |   |              |   |   |   |
|  Bank      indebtedness                                                                                    |   |         | -          |   |              |   | 8,872 |   |
|  Accounts      payable and accrued liabilities                                                             |   |         | 165,711    |   |              |   | 159,394 |   |
|  Loan      payable (Note 4(c))                                                                             |   |         | 44,917     |   |              |   | 44,917 |   |
|  Due      to related parties (Note 3(b) and (c))                                                           |   |         | 26,610     |   |              |   | 6,680 |   |
| Total      Current Liabilities                                                                                  |   |         | 237,238    |   |              |   | 219,863 |   |
| Loans      payable, less unamortized discount of $11,972 (Note 4(a) and      (b))                               |   |         | 80,179     |   |              |   | 75,923 |   |
| Total      Liabilities                                                                                          |   |         | 317,417    |   |              |   | 295,786 |   |
| Contingencies      and Commitments (Notes 1, 5 and 6)                                                           |   |         |       |   |              |   |   |   |
| Stockholders’      Deficit                                                                                |   |         |       |   |              |   |   |   |
|  Preferred      stock: 2,500,000,000 shares authorized, $0.00001 parvalue;                                 |   |         |       |   |              |   |   |   |
|  no      shares issued and outstanding (November 30, 2008 – None      issued)                        |   |         | –    |   |              |   | – |   |
|  Series      A convertible preferred stock: 40,000,000 shares authorized, $0.00001 par      value;         |   |         |       |   |              |   |   |   |
|  31,000,000      shares issued and outstanding (November 30, 2008 – 31,000,000 shares)      (Note 8) |   |         | 310        |   |              |   | 310 |   |
|  Common      stock: 2,500,000,000 shares authorized, $0.00001 parvalue;                                    |   |         |       |   |              |   |   |   |
|  32,250,000      shares issued and outstanding (November 30, 2008 – 32,250,000 shares)      (Note 7) |   |         | 322        |   |              |   | 322 |   |
|  Additional      paid-in capital                                                                           |   |         | 1,088,418  |   |              |   | 1,088,418 |   |
|  Donated      capital (Notes 3(a) and (b))                                                                 |   |         | 16,500     |   |              |   | 13,500 |   |
|  Accumulated      other comprehensive loss                                                                 |   |         | (72        | )      |              |   | – |   |
|  Deficit      accumulated during the exploration stage                                                     |   |         | (1,372,506 | )      |              |   | (1,286,227 | ) |
| Total      Stockholders’ Deficit                                                                          |   |         | (267,028   | )      |              |   | (183,677 | ) |
| Total      Liabilities and Stockholders’ Deficit                                                          |   |         | 50,389     |   |              |   | 112,109 |   |

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

|                                               |   | Accumulated      fromSeptember      12, 2006(Date      of Inception) |       |   | For      theThree      MonthsEnded |   |       | For      theThree      MonthsEnded |   |   | For      theSix      MonthsEnded |   |   | For      theSix      MonthsEnded |       |
|----------------------------------------------------|--------|----------------------------------------------------------------------|------------|--------|------------------------------------|--------|------------|------------------------------------|--------|--------|----------------------------------|--------|--------|----------------------------------|------------|
|                                               |   | to      May 31,                                                      |       |   | May      31,                       |   |       | May      31,                       |   |   | May      31,                     |   |   | May      31,                     |       |
|                                               |   | 2009                                                                 |       |   | 2009                               |   |       | 2008                               |   |   | 2009                             |   |   | 2008                             |       |
|                                               |   | $                                                                    |       |   | $                                  |   |       | $                                  |   |   | $                                |   |   |                             |       |
| Revenue                                            |   |                                                                 | –    |   |                               |   | –    |                               |   |   | –                          |   |   |                             | –    |   |   |   | – |   |
| Expenses                                           |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| General      and administrative                    |   |                                                                 | 153,235    |   |                               |   | 7,473      |                               |   |   | 13,336                           |   |   |                             | 22,835     |   |   |   | 35,453 |   |
| Consulting      fees (Note 6)                      |   |                                                                 | 70,000     |   |                               |   | 30,000     |                               |   |   | –                          |   |   |                             | 60,000     |   |   |   | – |   |
| Management      services (Note 3(a))               |   |                                                                 | 12,750     |   |                               |   | –    |                               |   |   | 1,500                            |   |   |                             | 3,000      |   |   |   | 3,000 |   |
| Impairment      of mineral property costs (Note 5) |   |                                                                 | 1,121,074  |   |                               |   | –    |                               |   |   | 50,000                           |   |   |                             | 444        |   |   |   | 50,000 |   |
| Mineral      property costs                        |   |                                                                 | 6,075      |   |                               |   | –    |                               |   |   | –                          |   |   |                             | –    |   |   |   | – |   |
| Rent      (Note 3(a) and (b))                      |   |                                                                 | 9,372      |   |                               |   | 1,500      |                               |   |   | 895                              |   |   |                             | 3,000      |   |   |   | 1,794 |   |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Total      Expenses                                |   |                                                                 | 1,372,506  |   |                               |   | 38,973     |                               |   |   | 65,731                           |   |   |                             | 86,279     |   |   |   | 90,247 |   |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Net      Loss                                      |   |                                                                 | (1,372,506 | )      |                               |   | (38,973    | )                                  |   |   | (65,731                          | )      |   |                             | (86,279    | ) |   |   | (90,247 | ) |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Other      Comprehensive Loss                      |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Foreign      currency translation adjustment       |   |                                                                 | (72        | )      |                               |   | (27        | )                                  |   |   | –                          |   |   |                             | (72        | ) |   |   | – |   |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Total      Comprehensive Loss                      |   |                                                                 | (1,372,578 | )      |                               |   | (39,000    | )                                  |   |   | (65,731                          | )      |   |                             | (86,351    | ) |   |   | (90,247 | ) |
| Net      Loss Per Share – Basic and Diluted  |   |                                                                 |       |   |                               |   | –    |                               |   |   | –                          |   |   |                             | –    |   |   |   | – |   |
|                                               |   |                                                                 |       |   |                               |   |       |                               |   |   |                             |   |   |                             |       |   |   |   |   |   |
| Weighted      Average Common Shares Outstanding    |   |                                                                 |       |   |                               |   | 32,250,000 |                               |   |   | 146,046,000                      |   |   |                             | 32,250,000 |   |   |   | 148,605,000 |   |

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

|                                                                                  |   | For      theSix      MonthsEndedMay      31,2009$ |    |   | For      theSix      MonthsEndedMay      31,2008$ |   |
|---------------------------------------------------------------------------------------|--------|---------------------------------------------------|---------|--------|---------------------------------------------------|--------|
|                                                                                  |   |                                              |    |   |                                              |   |
| Operating      Activities                                                             |   |                                              |    |   |                                              |   |
|                                                                                  |   |                                              |    |   |                                              |   |
| Net      loss for the period                                                          |   |                                              | (86,279 | )      |                                              |   | (90,247 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Adjustments      to reconcile net loss to net cash used in operating      activities: |   |                                              |    |   |                                              |   |   |   |
| Donated      services and expenses                                                    |   |                                              | 3,000   |   |                                              |   | 3,000 |   |
| Impairment      of mineral property costs                                             |   |                                              | 444     |   |                                              |   | 50,000 |   |
| Shares      issued for services                                                       |   |                                              | 60,000  |   |                                              |   | – |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Changes      in operating assets and liabilities:                                     |   |                                              |    |   |                                              |   |   |   |
| Prepaid      expenses                                                                 |   |                                              | 471     |   |                                              |   | (42 | ) |
| Accounts      payable and accrued liabilities                                         |   |                                              | 6,317   |   |                                              |   | 11,742 |   |
| Loan      payable                                                                     |   |                                              | 4,256   |   |                                              |   | – |   |
| Due      to related party                                                             |   |                                              | 1,504   |   |                                              |   | (297 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Net      Cash Used In Operating Activities                                            |   |                                              | (10,287 | )      |                                              |   | (25,844 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Investing      Activities                                                             |   |                                              |    |   |                                              |   |   |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Mineral      property costs                                                           |   |                                              | (444    | )      |                                              |   | (50,000 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Net      Cash Used In Investing Activities                                            |   |                                              | (444    | )      |                                              |   | (50,000 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Financing      Activities                                                             |   |                                              |    |   |                                              |   |   |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Advances      from related party                                                      |   |                                              | 18,426  |   |                                              |   | – |   |
| Bank      indebtedness                                                                |   |                                              | (8,872  | )      |                                              |   | – |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Net      Cash Provided By Financing Activities                                        |   |                                              | 9,554   |   |                                              |   | – |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Effect      of Exchange Rate Changes on Cash                                          |   |                                              | (72     | )      |                                              |   | – |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Decrease      in Cash                                                                 |   |                                              | (1,249  | )      |                                              |   | (75,844 | ) |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Cash      - Beginning of Period                                                       |   |                                              | 1,638   |   |                                              |   | 98,531 |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Cash      - End of Period                                                             |   |                                              | 389     |   |                                              |   | 22,687 |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Supplemental      Disclosures                                                         |   |                                              |    |   |                                              |   |   |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Interest      paid                                                                    |   |                                              | – |   |                                              |   | – |   |
| Income      taxes paid                                                                |   |                                              | – |   |                                              |   | – |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Non-Cash      Financing and Investing Activities                                      |   |                                              |    |   |                                              |   |   |   |
|                                                                                  |   |                                              |    |   |                                              |   |   |   |
| Common      stock issued for services                                                 |   |                                              | 60,000  |   |                                              |   | – |   |

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| Chancery      Resources, Inc.                             |
|-----------------------------------------------------------|
| (An      Exploration Stage Company)                       |
|  Notes to the Consolidated      Financial Statements |
| May      31, 2009                                         |
| (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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   | The      Company incorporated a wholly-owned subsidiary Chancery Mining Canada Ltd.      (“Chancery Canada”) on November 12, 2008 in the province of British      Columbia, Canada, and incorporated another wholly-owned subsidiary Minera      Chancery Colombia (“Chancery Colombia”) on January 30, 2009 in Medellin,      Colombia. Both subsidiaries will focus on mining    activities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
|   | These      consolidated financial statements have been prepared on a going concern      basis, which implies the Company will continue to realize its assets and      discharge its liabilities in the normal course of business. The Company      has not generated any revenue since inception and has never paid any      dividends and is unlikely to pay dividends or generate earnings in the      immediate or foreseeable future. The continuation of the Company as a      going concern is dependent upon the continued financial support from its      shareholders, the ability of the Company to obtain necessary equity      financing to continue operations, and the attainment of profitable      operations. As at May 31, 2009, the Company has a working capital deficit      of $186,849 and has accumulated losses of $1,372,506 since inception.      These factors raise substantial doubt regarding the Company’s ability to      continue as a going concern. These consolidated financial statements do      not include any adjustments to the recoverability and classification of      recorded asset amounts and classification of liabilities that might be      necessary should the Company be unable to continue as a going      concern. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |   |
| 2.     | Summary      of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Basis      of Presentation |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | These      consolidated financial statements and related notes are presented in      accordance with accounting principles generally accepted in the United      States, and are expressed in US dollars. The financial statements include      accounts of the Company and its wholly-owned subsidiaries, Chancery Canada      and Chancery Colombia. All intercompany transactions and balances have      been eliminated. The Company’s fiscal year-end is November    30. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Interim      Financial Statements |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | These      interim unaudited consolidated financial statements have been prepared in      accordance with accounting principles generally accepted in the United      States for interim financial information and with the instructions to      Securities and Exchange Commission (“SEC”) Form 10-Q. They do not include      all of the information and footnotes required by generally accepted      accounting principles for complete financial statements. Therefore, these      consolidated financial statements should be read in conjunction with the      Company’s audited financial statements and notes thereto for the year      ended November 30, 2008. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      consolidated financial statements included herein are unaudited; however,      they contain all normal recurring accruals and adjustments that, in the      opinion of management, are necessary to present fairly the Company’s      financial position at May 31, 2009, and the results of its operations and      cash flows for the periods shown. The results of operations for the period      ended May 31, 2009 are not necessarily indicative of the results to be      expected for future quarters or the full year. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 | Use      of Estimates |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               | The      preparation of financial statements in conformity with US generally      accepted accounting principles requires management to make estimates and      assumptions that affect the reported amounts of assets and liabilities and      disclosure of contingent assets and liabilities at the date of the      financial statements and the reported amounts of revenues and expenses      during the reporting period. The Company regularly evaluates estimates and      assumptions related to the recoverability of mineral property costs,      imputed interest, donated expenses, stock-based compensation and deferred      income tax asset valuation allowances. The Company bases its estimates and      assumptions on current facts, historical experience and various other      factors that it believes to be reasonable under the circumstances, the      results of which form the basis for making judgments about the carrying      values of assets and liabilities and the accrual of costs and expenses      that are not readily apparent from other sources. The actual results      experienced by the Company may differ materially and adversely from the      Company’s estimates. To the extent there are material differences between      the estimates and the actual results, future results of operations will be      affected. |

----

| Chancery      Resources, Inc.                       |
|-----------------------------------------------------|
| (An      Exploration Stage Company)                 |
| Notes      to the Consolidated Financial Statements |
| May      31, 2009                                   |
| (Expressed      in US dollars)                      |
| (Unaudited)                                         |

| 2.     | Summary      of Significant Accounting Policies (continued) |
|--------|-------------------------------------------------------------|
|   |                                                        |   |
|   | d)                                                          | Cash      and Cash Equivalents |
|   |                                                        |   |
|   |                                                        | The      Company considers all highly liquid instruments with maturity of three      months or less at the time of issuance to be cash    equivalents. |
|   |                                                        |   |
|   | e)                                                          | Earnings      (Loss) Per Share |
|   |                                                        |   |
|   |                                                        | The      Company computes net earnings (loss) per share in accordance with SFAS No.      128, "Earnings per      Share". SFAS No. 128 requires presentation of both basic and      diluted earnings per share (“EPS”) on the face of the income statement.      Basic EPS is computed by dividing net earnings (loss) available to common      shareholders (numerator) by the weighted average number of shares      outstanding (denominator) during the period. Diluted EPS gives effect to      all dilutive potential common shares outstanding during the period using      the treasury stock method and convertible preferred stock using the      if-converted method. In computing diluted EPS, the average stock price for      the period is used in determining the number of shares assumed to be      purchased from the exercise of stock options or warrants. Diluted EPS      excludes all dilutive potential shares if their effect is anti      dilutive. |
|   |                                                        |   |
|   | f)                                                          | Comprehensive      Loss |
|   |                                                        |   |
|   |                                                        | SFAS      No. 130, “Reporting      Comprehensive Income,” establishes standards for the reporting and      display of comprehensive loss and its components in the financial      statements. As at May 31, 2009, the Company’s only component of      comprehensive loss was foreign currency translation      adjustment. |
|   |                                                        |   |
|   | g)                                                          | Mineral      Property Costs |
|   |                                                        |   |
|   |                                                        | The      Company has been in the exploration stage since its inception and has not      yet realized any revenues from its planned operations. It is primarily      engaged in the acquisition and exploration of mining properties. Mineral      property exploration costs are expensed as incurred. Mineral property      acquisition costs are initially capitalized when incurred using the      guidance in EITF 04-02, “Whether Mineral Rights Are      Tangible or Intangible Assets”. The Company assesses the carrying      costs for impairment under SFAS No. 144, “Accounting for Impairment or      Disposal of Long Lived Assets” at each fiscal quarter end. When it      has been determined that a mineral property can be economically developed      as a result of establishing proven and probable reserves, the costs then      incurred to develop such property, are capitalized. Such costs will be      amortized using the units-of-production method over the estimated life of      the probable reserve. If mineral properties are subsequently abandoned or      impaired, any capitalized costs will be charged to    operations. |
|   |                                                        |   |
|   | h)                                                          | Long-lived      Assets |
|   |                                                        |   |
|   |                                                        | In      accordance with SFAS No. 144, “Accounting for the Impairment      or Disposal of Long-Lived Assets”, the Company tests long-lived      assets or asset groups for recoverability when events or changes in      circumstances indicate that their carrying amount may not be recoverable.      Circumstances which could trigger a review include, but are not limited      to: significant decreases in the market price of the asset; significant      adverse changes in the business climate or legal factors; accumulation of      costs significantly in excess of the amount originally expected for the      acquisition or construction of the asset; current period cash flow or      operating losses combined with a history of losses or a forecast of      continuing losses associated with the use of the asset; and current      expectation that the asset will more likely than not be sold or disposed      significantly before the end of its estimated useful life. Recoverability      is assessed based on the carrying amount of the asset and its fair value      which is generally determined based on the sum of the undiscounted cash      flows expected to result from the use and the eventual disposal of the      asset, as well as specific appraisal in certain instances. An impairment      loss is recognized when the carrying amount is not recoverable and exceeds      fair value. |
|   |                                                        |   |
|   | i)                                                          | Asset      Retirement Obligations |
|   |                                                        |   |
|   |                                                        | The      Company follows the provisions of SFAS No. 143, "Accounting for Asset      Retirement Obligations," which establishes standards for the      initial measurement and subsequent accounting for obligations associated      with the sale, abandonment or other disposal of long-lived tangible assets      arising from the acquisition, construction or development and for normal      operations of such assets. |

----

| Chancery      Resources, Inc.                       |
|-----------------------------------------------------|
| (An      Exploration Stage Company)                 |
| Notes      to the Consolidated Financial Statements |
| May      31, 2009                                   |
| (Expressed      in US dollars)                      |
| (Unaudited)                                         |

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

|   | j)     | Financial      Instruments and Fair Value Measures                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | SFAS      No. 157 “Fair Value      Measurements” requires an entity to maximize the use of observable      inputs and minimize the use of unobservable inputs when measuring fair      value. SFAS No. 157 establishes a fair value hierarchy based on the level      of independent, objective evidence surrounding the inputs used to measure      fair value. A financial instrument’s categorization within the fair value      hierarchy is based upon the lowest level of input that is significant to      the fair value measurement. SFAS No. 157 prioritizes the inputs into three      levels that may be used to measure fair value:                                                                                                                                                              |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      1                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      1 applies to assets or liabilities for which there are quoted prices in      active markets for identical assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      2                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      2 applies to assets or liabilities for which there are inputs other than      quoted prices that are observable for the asset or liability such as      quoted prices for similar assets or liabilities in active markets; quoted      prices for identical assets or liabilities in markets with insufficient      volume or infrequent transactions (less active markets); or model-derived      valuations in which significant inputs are observable or can be derived      principally from, or corroborated by, observable market    data.                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      3                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Level      3 applies to assets or liabilities for which there are unobservable inputs      to the valuation methodology that are significant to the measurement of      the fair value of the assets or liabilities.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | Our      financial instruments consist principally of cash, accounts payable,      amounts due to a related party, and loans payable. Pursuant to SFAS No.      157, the fair value of our cash equivalents is determined based on “Level      1” inputs, which consist of quoted prices in active markets for identical      assets. We believe that the recorded values of all of our other financial      instruments approximate their current fair values because of their nature      and respective maturity dates or durations.                                                                                                                                                                                                                                                                             |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | The      Company’s operations are in Canada, which results in exposure to market      risks from changes in foreign currency rates. The financial risk is the      risk to the Company’s operations that arise from fluctuations in foreign      exchange rates and the degree of volatility of these rates. Currently, the      Company does not use derivative instruments to reduce its exposure to      foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                  |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | k)     | Income      Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | The      Company accounts for income taxes using the asset and liability method in      accordance with SFAS No. 109, “Accounting for Income      Taxes”. The asset and liability method provides that deferred tax      assets and liabilities are recognized for the expected future tax      consequences of temporary differences between the financial reporting and      tax bases of assets and liabilities, and for operating loss and tax credit      carry-forwards. Deferred tax assets and liabilities are measured using the      currently enacted tax rates and laws that will be in effect when the      differences are expected to reverse. The Company records a valuation      allowance to reduce deferred tax assets to the amount that is believed      more likely than not to be realized. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | l)     | Foreign      Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | The      Company’s functional and reporting currency is the United States dollar.      Occasional transactions may occur in Canadian dollars and management has      adopted SFAS No. 52 “Foreign Currency      Translation”. Monetary assets and liabilities denominated in      foreign currencies are translated using the exchange rate prevailing at      the balance sheet date. Non-monetary assets and liabilities denominated in      foreign currencies are translated at rates of exchange in effect at the      date of the transaction. Average monthly rates are used to translate      revenues and expenses. Gains and losses arising on translation or      settlement of foreign currency denominated transactions or balances are      included in the determination of income.            |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   | m)     | Stock-based      Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            |
|   |   | The      Company records stock-based compensation in accordance with SFAS No. 123R,      “Share Based      Payments”, using the fair value method. All transactions in which      goods or services are the consideration received for the issuance of      equity instruments are accounted for based on the fair value of the      consideration received or the fair value of the equity instrument issued,      whichever is more reliablymeasurable.                                                                                                                                                                                                                                                                                                                                                           |

----

| Chancery      Resources, Inc.                       |
|-----------------------------------------------------|
| (An      Exploration Stage Company)                 |
| Notes      to the Consolidated Financial Statements |
| May      31, 2009                                   |
| (Expressed      in US dollars)                      |
| (Unaudited)                                         |

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

|   | n)     | Recent      Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|--------|--------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | In      February 2007, the FASB issued SFAS No. 159 (SFAS 159), “The Fair Value Option for      Financial Assets and Financial Liabilities—Including an amendment of FASB      Statement No. 115.” SFAS 159 permits entities to choose to measure      many financial instruments and certain other items at fair value.      Unrealized gains and losses on items for which the fair value option has      been elected will be recognized in earnings at each subsequent reporting      date. SFAS 157 was effective for the Company on June 1, 2008. The adoption      of SFAS 159 did not have a material impact on our consolidated financial      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | In      December 2007, the FASB issued SFAS No. 141(R), “Business Combinations”      (SFAS 141(R)), which replaces SFAS 141, “Business      Combinations.” SFAS 141(R) requires an acquirer to recognize the      assets acquired, the liabilities assumed, and any non-controlling interest      in the acquiree at the acquisition date, measured at their fair values as      of that date, with limited exceptions. This statement also requires the      acquirer in a business combination achieved in stages to recognize the      identifiable assets and liabilities, as well as the non-controlling      interest in the acquiree, at the full amounts of their fair values. SFAS      141(R) makes various other amendments to authoritative literature intended      to provide additional guidance or to confirm the guidance in that      literature to that provided in this statement. This statement applies      prospectively to business combinations for which the acquisition date is      on or after the beginning of the first annual reporting period beginning      on or after December 15, 2008. SFAS 141(R) will be effective for the      Company on June 1, 2009. We do not expect the adoption of SFAS 141(R) to      have a significant impact on our consolidated financial      statements. |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | In      March 2008, the FASB issued SFAS No. 161, “Disclosures about Derivative      Instruments and Hedging Activities – an amendment to FASB Statement No.      133”. SFAS No. 161 is intended to improve financial standards for      derivative instruments and hedging activities by requiring enhanced      disclosures to enable investors to better understand their effects on an      entity's financial position, financial performance, and cash flows.      Entities are required to provide enhanced disclosures about: (a) how and      why an entity uses derivative instruments; (b) how derivative instruments      and related hedged items are accounted for under SFAS No. 133 and its      related interpretations; and (c) how derivative instruments and related      hedged items affect an entity’s financial position, financial performance,      and cash flows. SFAS No. 161 is effective for financial statements issued      for fiscal years beginning after November 15, 2008, with early adoption      encouraged. The adoption of this statement did not have a material effect      on the Company's consolidated financial statements.                                                                                                                                                    |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | In      May 2008, the FASB issued SFAS No. 162, “The Hierarchy of Generally      Accepted Accounting Principles”. SFAS No. 162 identifies the      sources of accounting principles and the framework for selecting the      principles to be used in the preparation of financial statements of      nongovernmental entities that are presented in conformity with generally      accepted accounting principles in the United States. It is effective 60      days following the SEC’s approval of the Public Company Accounting      Oversight Board amendments to AU Section 411, “The Meaning of Present Fairly      in Conformity With Generally Accepted Accounting Principles”. The      adoption of this statement is not expected to have a material effect on      the Company’s consolidated financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     |
|   |   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |   | In      June 2008, the Financial Accounting Standards Board (“FASB”) issued FASB      Staff Position EITF 03-6-1, “Determining Whether      Instruments Granted in Share-Based Payment Transactions Are Participating      Securities”. FSP EITF 03-6-1 addresses whether instruments granted      in share-based payment transactions are participating securities prior to      vesting, and therefore need to be included in the computation of earnings      per share under the two-class method as described in FASB Statement of      Financial Accounting Standards No. 128, “Earnings per Share.”      FSP EITF 03-6-1 is effective for financial statements issued for fiscal      years beginning on or after December 15, 2008 and earlier adoption is      prohibited. The adoption of this statement is not expected to have a      material effect on the Company’s consolidated financial      statements.                                                                                                                                                                                                                                                                                                                                                                                    |

----

| Chancery      Resources, Inc.                       |
|-----------------------------------------------------|
| (An      Exploration Stage Company)                 |
| Notes      to the Consolidated Financial Statements |
| May      31, 2009                                   |
| (Expressed      in US dollars)                      |
| (Unaudited)                                         |

|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|--------|---------------------------------|---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| 3.     | Related      Party Transactions |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | a)                              | For      the six months ended May 31, 2009, the Company recognized $Nil (May 31,      2008 - $3,000) for donated services provided by the former President of      the Company and incurred $Nil (May 31, 2008 - $1,794) in rent to a company      controlled by the former President of the Company.                                                                                             |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | b)                              | For      the six months ended May 31, 2009, the Company incurred $3,000 (May 31,      2008 - $Nil) in donated rent to a company controlled by the President of      the Company, and is indebted to the President for $24,080 (November 30,      2008 - $4,150) for advances and expenses paid for on behalf of the      Company, which is non-interest bearing, unsecured and due on      demand |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | c)                              | As      at May 31, 2009, the Company is indebted to the Chief Executive Officer of      the Company for $2,530 (November 30, 2008 - $2,530) for expenses paid for      on behalf of the Company, which is non-interest bearing, unsecured and due      on demand.                                                                                                                                 |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | d)                              | On      November 6, 2008, the Company entered into a consulting agreement with the      President of the Company for services and was issued 1,000,000 shares of      restricted common stock with a fair value of $120,000. (Refer to Note      6(a)).                                                                                                                                      |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
| 4.     | Loans      Payable              |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | a)                              | On      July 25, 2008, the Company received a $70,000 loan for a mineral property      acquisition, which is non-interest bearing, unsecured and due on July 25,      2010. As at February 28, 2009, an implicit interest rate of 15% was      recognized resulting in an unamortized discount of $11,972 (November 30,      2008 - $14,077).                                                     |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | b)                              | On      August 8, 2008, the Company received a $20,000 loan which is non-interest      bearing, unsecured and due on August 8, 2010.                                                                                                                                                                                                                                                              |
|   |                            |                                                                                                                                                                                                                                                                                                                                                                                              |
|   | c)                              | As      at May 31, 2009, the Company is indebted to the former President of the      Company for $44,917 (November 30, 2008 - $44,917) for cash advances and      expenses paid for on behalf of the Company, which is non-interest bearing,      unsecured and due on demand.                                                                                                               |

----

| Chancery      Resources, Inc.                       |
|-----------------------------------------------------|
| (An      Exploration Stage Company)                 |
| Notes      to the Consolidated Financial Statements |
| May      31, 2009                                   |
| (Expressed      in US dollars)                      |
| (Unaudited)                                         |

| 5.     | Mineral      Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                             |
|--------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      March 19, 2008, the Company entered into an agreement to acquire a 100%      interest in certain mineral claims located in Valparaiso, Antioquia,      Colombia for $270,000 to be paid as follows: |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | i. | $50,000      payable immediately on the signing of the agreement  (paid); |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | ii. | $70,000      payable before April 18, 2008 (paid by loan payable – see Note 4(a));      and |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | iii. | $150,000      payable before June 17, 2008 (unpaid). |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | Upon      commencement of mining operations, all profits from the sale of ore shall      be split 60% to the Company and 40% to the vendor. Upon the Company having      paid $210,000 of additional consideration to the vendor, such profits will      then be split 90% to the Company and 10% to the vendor. The Company may      acquire the vendor’s 10% profit interest at any time upon payment of      $370,000 of additional consideration. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                | The      cost of the mineral property was initially capitalized. As at November 30,      2008, the Company had recognized an impairment loss of $252,930, as it had      not yet been determined whether there are proven or probable reserves on      the property, and recorded the $150,000 that remains unpaid as a      liability. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      November 6, 2008, the Company entered into an agreement to acquire 100%      interest in certain mineral claims located in the province of British      Columbia, Canada. In consideration of the purchase, the Company issued      1,000,000 shares of restricted common stock and 31,000,000 shares of      restricted convertible preferred stock. The preferred shares are      convertible into common shares on the basis of five shares of preferred      stock for one share of common stock. The claim is registered in the name      of CB Resources Ltd., a private British Columbia company with common      directors, which holds the claim in trust on behalf of the Company. The      cost of the mineral property was initially capitalized. As at November 30,      2008, the Company had recognized an impairment loss of $864,000, as it had      not yet been determined whether there are proven or probable reserves on      the property. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      January 19, 2009, the Company acquired through its wholly-owned subsidiary      Chancery Canada, a 100% interest in certain mineral interests located in      British Columbia, Canada known as the Fiddler Creek Property by the      purchase of a Free Miner Certificate for $444 (CDN$500). As at May 31,      2009, the Company recognized an impairment loss of $444, as it has not yet      been determined whether there are proven or probable reserves on the      property. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 6.     | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                                         |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      November 6, 2008, the Company entered into a consulting agreement with a      Director of the Company, for the provision of management and operational      services for a period of one year. In consideration for these services,      the Company issued 1,000,000 shares of restricted common stock with a fair      value of $120,000. As at May 31, 2009, $60,000 (May 31, 2008 - $Nil) was      charged to operations and $50,000 (November 30, 2008 - $110,000) is      included in prepaid expenses. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      February 1, 2009, the Company entered into an agreement with a consultant      to prepare a technical report of a mining property in consideration for      the lesser of $700 per day or $5,000. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 7.     | Common      Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                   |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      January 24, 2008, the Company effected a 25:1 forward stock split of the      authorized, issued and outstanding common and preferred stock. As a      result, the authorized share capital increased from 100,000,000 shares of      common stock to 2,500,000,000 shares of common stock with no change in par      value and from 100,000,000 shares of preferred stock to 2,500,000,000      shares of preferred stock with no change in par value. All share amounts      have been retroactively adjusted for all periods  presented. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  | On      February 9, 2009, the Company approved the adoption of the 2009 Stock      Option Plan which permits the Company to issue up to 6,450,000 shares of      common stock to directors, officers, employees and consultants of the      Company. |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
| 8.     | Convertible      Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                    |
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                |   |   |
|   | On      November 6, 2008, the Company issued 25,000,000 shares of restricted      preferred stock, convertible in common stock at 5:1 ratio, with a fair      value of $600,000 to the President of the Company, and 6,000,000 shares of      restricted preferred stock, convertible in common stock at 5:1 ratio, with      a fair value of $144,000 to a company with common directors, pursuant to      the mineral property acquisition agreement described in Note      5(b). |

----

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

----

----

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

the Townof Merritt, B.C. by traveling 19 miles east along Highway #5 beyond the Villageof Quilchena, B.C. to the Minnie Lake cut-off and then for 18 miles south bygravel ranch roads to the mineral claim.

----

----

----

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

----

|                                           |   |  Six Months EndedMay      31,2009 |    |   |  Six      Months EndedMay      31,2008 |   |    | Change      BetweenSix      Month PeriodEndedMay      31, 2009and      May 31, 2008 |   |
|------------------------------------------------|--------|----------------------------------------|---------|--------|---------------------------------------------|--------|---------|-------------------------------------------------------------------------------------|--------|
| Revenue                                        |   | $ Nil                             |    |   | $ Nil                                  |   |    | $ Nil                                                                          |   |
| General      and administrative                |   |                                   | 22,835  |   |                                        |   | 35,453  |                                                                                |   |   | (12,618 | ) |
| Consulting      fees                           |   |                                   | 60,000  |   |                                        | Nil    |    |                                                                                |   | 60,000 |   |
| Management      services                       |   |                                   | 3,000   |   |                                        |   | 3,000   |                                                                                |   |   | (0 | ) |
| Impairment      of mineral property      costs |   |                                   | 444     |   |                                        |   | 50,000  |                                                                                |   |   | (49,956 | ) |
| Mineral      property costs                    |   | Nil                                    |    |   | Nil                                         |   |    | Nil                                                                                 |   |
| Rent                                           |   |                                   | 3,000   |   |                                        |   | 1,794   |                                                                                |   |   | 1,206 |   |
| Net      Loss                                  |   |                                   | (86,279 | )      |                                        |   | (90,247 | )                                                                                   |   |   | (3,968 | ) |

----

EquityCompensation

|                     |   | At           |     |   | At                |   |
|--------------------------|--------|--------------|----------|--------|-------------------|--------|
|                     |   | May      31, |     |   | November      30, |   |
|                     |   | 2009         |     |   | 2008              |   |
| Current      assets      |   | $            | 50,389   |   |              | $      | 112,109 |   |
| Current      liabilities |   |         | 237,238  |   |              |   | 219,863 |   |
| Working      capital     |   | $            | (186,849 | )      |              | $      | (107,754 | ) |

|                                               |   | Six      Months Ended |   |
|----------------------------------------------------|--------|-----------------------|--------|
|                                               |   | May      31,          |   |   | May      31, |   |
|                                               |   | 2009                  |   |   | 2008 |   |
| Net      cash used in operating activities         |   | $                     | (1,249 | ) |   | $ | (75,844 | ) |
| Net      cash used in investing activities         |   |                  | (444   | ) |   |   | (50,000 | ) |
| Net      cash provided by financing activities     |   |                  | 9,554  |   |   | Nil |   |
| Net      increase (decrease) in cash during period |   | $                     | 7,861  |   |   | $ | (125,844 | ) |

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

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using theguidance in EITF 04-02, “Whether Mineral Rights Are Tangible or IntangibleAssets”. The Company assesses the carrying costs for impairment under SFAS No.144, “Accounting for Impairment or Disposal of Long Lived Assets” at each fiscalquarter end. When it has been determined that a mineral property can beeconomically developed as a result of establishing proven and probable reserves,the costs then incurred to develop such property, are capitalized. Such costswill be amortized using the units-of-production method over the estimated lifeof the probable reserve. If mineral properties are subsequently abandoned orimpaired, any capitalized costs will be charged to operations.

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classmethod as described in FASB Statement of Financial Accounting Standards No. 128,“Earnings per Share.”FSP EITF 03-6-1 is effective for financial statements issued for fiscal yearsbeginning on or after December 15, 2008 and earlier adoption is prohibited. Theadoption of this statement is not expected to have a material effect on ourcompany’s consolidated financial statements.

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new fairvalue measurements. The provisions of SFAS No. 157 are effective for fair valuemeasurements made in fiscal years beginning after November 15, 2007. Theadoption of this statement did not have a material effect on our company'sconsolidated financial statements.

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them onreasonable terms. To the extent such approvals are required and are notobtained, we may be delayed or prohibited from proceeding with plannedexploration or development of our mineral properties.

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prices,due to many factors that may have little to do with our operations or businessprospects. This volatility could depress the market price of our common stockfor reasons unrelated to operating performance. Moreover, the OTC Bulletin Boardis not a stock exchange, and trading of securities on the OTC Bulletin Board isoften more sporadic than the trading of securities listed on a quotation systemlike NASDAQ or a stock exchange like Amex. Accordingly, shareholders may havedifficulty reselling any of their shares.

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Item3. Defaults Upon Senior Securities.

| Exhibit | Description                                                                                                                                                                                                                                               |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |                                                                                                                                                                                                                                                      |
| (3)     | Articles      of Incorporation and Bylaws                                                                                                                                                                                                                 |
| 3.1     | Articles      of Incorporation (incorporated by reference from our Registration      Statement on Form SB-2 filed on March 20, 2007).                                                                                                                     |
| 3.2     | By-laws      (incorporated by reference from our Registration Statement on Form SB-2      filed on March 20, 2007).                                                                                                                                       |
| 3.3     | Certificate      of Change filed with the Secretary of State of Nevada on January 16, 2008      effective January 18, 2008 (incorporated by reference from our Current      Report on Form 8-K filed on February 1, 2008).                                |
| 3.4*    | Certificate      of Designation of the Series A Preferred Stock                                                                                                                                                                                           |
| (4)     | Instruments      Defining Rights of Security Holders, Including  Debentures                                                                                                                                                                               |
| 4.1     | Specimen      Stock Certificate (incorporated by reference from our Registration      Statement on Form SB-2 filed on March 20, 2007).                                                                                                                    |
| (10)    | Material      Contracts                                                                                                                                                                                                                                   |
| 10.1    | Trust      Agreement (incorporated by reference from our Registration Statement on      Form SB-2 filed on March 20, 2007).                                                                                                                               |
| 10.2    | Mining      Acquisition Agreement dated March 19, 2008 between our company and Altos      de Amador S.A. (incorporated by reference from our Current Report on Form      8-K filed on March 25, 2008).                                                    |
| 10.3    | Amending      Agreement dated April 4, 2008 between our company and Altos de Amador S.A.      (incorporated by reference from our Quarterly Report on Form 10-QSB filed      on April 18, 2008).                                                          |
| 10.4    | Share      Cancellation/Return to Treasury Agreement (incorporated by reference from      our Current Report on Form 8-K filed on June 5, 2008).                                                                                                          |
| 10.5    | Mining      Property Acquisition Agreement dated November 6, 2008 between our company,      CB Resources Ltd., BNP Resources LLC and Rafael Pinedo. (incorporated by      reference from our Current Report on Form 8-K filed on November 13,      2008). |

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| Exhibit | Description                                                                                                                                                                                   |
|---------|-----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
| Number  |                                                                                                                                                                                          |
| 10.6    | Trust      Agreement dated November 6, 2008 between our company and CB Resources Ltd.      (incorporated by reference from our Current Report on Form 8-K filed on      November 13, 2008).   |
| 10.7    | Consulting      Agreement dated November 6, 2008 between our company and Rafael Pinedo.      (incorporated by reference from our Current Report on Form 8-K filed on      November 13, 2008). |
| (14)    | Code      of Ethics                                                                                                                                                                           |
| 14.1    | Code      of Ethics (incorporated by reference from our Annual Report on Form 10-KSB      filed on February 28, 2008).                                                                        |
| (31)    | Rule      13a-14(a)/15d-14(a) Certifications                                                                                                                                                  |
| 31.1*   | Section      302 Certification under Sarbanes-Oxley Act of 2002 of Rafael      Pinedo                                                                                                         |
| 31.2*   | Section      302 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo      Gutierrez                                                                                               |
| (32)    | Section      1350 Certifications                                                                                                                                                              |
| 32.1*   | Section      906 Certification under Sarbanes-Oxley Act of 2002 of Rafael      Pinedo                                                                                                         |
| 32.2*   | Section      906 Certification under Sarbanes-Oxley Act of 2002 of Juan Restrepo      Gutierrez                                                                                               |
| (99)    | Additional      Exhibits                                                                                                                                                                      |
| 99.1    | Audit      Committee Charter (incorporated by reference from our Annual Report on      Form 10-KSB filed on February 28, 2008).                                                               |
| 99.2    | Disclosure      Committee Charter (incorporated by reference from our Annual Report on      Form 10-KSB filed on February 28,2008).                                                           |

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|                      | CHANCERY      RESOURCES, INC.                                                                                                                                                 |
|---------------------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                      |                                                         (Registrant) |
|                      |                                                                                                                                                                          |
|                      |                                                                                                                                                                          |
| Dated:      July 21, 2009 | /s/      Rafael Pinedo                                                                                                                                                        |
|                      | Rafael      Pinedo                                                                                                                                                            |
|                      | President      and Director                                                                                                                                                   |
|                      | (Principal      Executive Officer)                                                                                                                                            |
|                      |                                                                                                                                                                          |
|                      |                                                                                                                                                                          |
| Dated:      July 21, 2009 | /s/      Juan Restrepo Gutierrez                                                                                                                                              |
|                      | Juan      Restrepo Gutierrez                                                                                                                                                  |
|                      | Secretary,      Treasurer and Chief Financial Officer                                                                                                                         |
|                      | (Principal      Financial Officer and Principal                                                                                                                               |
|                      | Accounting      Officer)                                                                                                                                                      |

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