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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 10-QSB /A

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

For the quarterly period ended February 29, 2008

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

For the transition period from __________ to __________

Commission file number 000-53142

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

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

3rdFloor, 422 Richards
  Street, Vancouver, British Columbia Canada V6B 2A4(Address of principal executive offices)

778.688.0474(Issuers telephone
number)

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

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

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

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

APPLICABLE ONLY TO CORPORATE ISSUERS

State the number of shares outstanding of each of the issuer's
classes of common equity, as of the latest practicable date: 151,250,000
common shares issued and outstanding as of April 14, 2008

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

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

Explanatory Note:
  This amendment to our Form 10-QSB for the quarterly period ended February 29,
  2008 has been filed in order to reflect changes to our interim financial statements.

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PART I - FINANCIAL INFORMATION

Item 1. Financial Statements.

These financial statements have been prepared by Chancery Resources,
  Inc. without audit, pursuant to the rules and regulations of the Securities
  and Exchange Commission (“SEC”). Certain information and footnote
  disclosures normally included in financial statements prepared in accordance
  with generally accepted accounting principles have been omitted in accordance
  with such SEC rules and regulations. In the opinion of management, the accompanying
  statements contain all adjustments necessary to present fairly the financial
  position of our company as of February 29, 2008, and our results of operations
  and our cash flows for the three month period ended February 29, 2008. The results
  for this interim period
  are not necessarily indicative of the results for the entire year. The accompanying
  financial statements should be read in conjunction with the financial statements
  and the notes thereto filed as a part of our company’s Form 10-KSB.

2

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Chancery Resources, Inc. (An Exploration Stage Company)
February 29, 2008







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

3

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

|                                                                            |  | February 29, |   |  | November 30, |  
|--------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                            |  | 2008         |   |  | 2007         |  
|                                                                            |  | $            |   |  | $            |  
|                                                                            |  | (unaudited)  |   |  |              |  
|                                                                            |  |              |   |  |              |  
|ASSETS                                                                      |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Current Assets                                                              |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Cash                                                                        |  | 88,636       |   |  | 98,531       |  
|Prepaid
      expenses                                                      |  | 713          |   |  | 713          |  
|                                                                            |  |              |   |  |              |  
|Total Assets                                                                |  | 89,349       |   |  | 99,244       |  
|                                                                            |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|LIABILITIES AND STOCKHOLDERS EQUITY                                        |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Current Liabilities                                                         |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Accounts payable                                                            |  | 7,120        |   |  | 3,720        |  
|Accrued liabilities                                                         |  | 9,121        |   |  |             |  
|Due to related party (Note 3(b))                                            |  | 45,814       |   |  | 45,214       |  
|                                                                            |  |              |   |  |              |  
|Total Liabilities                                                           |  | 62,055       |   |  | 48,934       |  
|                                                                            |  |              |   |  |              |  
|Contingencies (Note 1)                                                      |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Stockholders Equity                                                        |  |              |   |  |              |  
|                                                                            |  |              |   |  |              |  
|Preferred Stock, 2,500,000,000 shares authorized,
      $0.00001 par value; |  |              |   |  |              |  
|No shares issued and outstanding                                            |  |             |   |  |             |  
|                                                                            |  |              |   |  |              |  
|Common Stock, 2,500,000,000 shares authorized, $0.00001 par
      value;    |  |              |   |  |              |  
|151,250,000 shares issued and
      outstanding                             |  | 1,512        |   |  | 1,512        |  
|                                                                            |  |              |   |  |              |  
|Additional Paid-in Capital                                                  |  | 103,538      |   |  | 103,538      |  
|                                                                            |  |              |   |  |              |  
|Donated Capital (Note 3(a))                                                 |  | 8,750        |   |  | 7,250        |  
|                                                                            |  |              |   |  |              |  
|Deficit Accumulated During the Exploration Stage                            |  | (86,506      | ) |  | (61,990      | )
|                                                                            |  |              |   |  |              |  
|Total Stockholders Equity                                                  |  | 27,294       |   |  | 50,310       |  
|                                                                            |  |              |   |  |              |  
|Total Liabilities and Stockholders Equity                                  |  | 89,349       |   |  | 99,244       |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-1

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

|                                                            |  | Accumulated from    |   |  | For the      |   |  | For the      |  
|----------------------------------------------------------- |  | ------------------- | - |  | ------------ | - |  | ------------ | -
|                                                            |  | September 12, 2006  |   |  | Three Months |   |  | Three Months |  
|                                                            |  | (Date of Inception) |   |  | Ended        |   |  | Ended        |  
|                                                            |  | to February 29,     |   |  | February 29, |   |  | February 28, |  
|                                                            |  | 2008                |   |  | 2008         |   |  | 2007         |  
|                                                            |  | $                   |   |  | $            |   |  | $            |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Revenue                                                     |  |                    |   |  |             |   |  |             |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Expenses                                                    |  |                     |   |  |              |   |  |              |  
|                                                            |  |                     |   |  |              |   |  |              |  
|General and
      administrative                            |  | 69,254              |   |  | 22,117       |   |  | 6,894        |  
|Management services (Notes 3(a))                            |  | 8,750               |   |  | 1,500        |   |  | 1,500        |  
|Impairment of
      mineral property costs                  |  | 3,700               |   |  |             |   |  |             |  
|Mineral property costs                                      |  | 75                  |   |  |             |   |  |             |  
|Rent (Note 3(a))                                            |  | 4,727               |   |  | 899          |   |  | 766          |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Total Expenses                                              |  | 86,506              |   |  | 24,516       |   |  | 9,160        |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Net Loss for the Period                                     |  | (86,506             | ) |  | (24,516      | ) |  | (9,160       | )
|                                                            |  |                     |   |  |              |   |  |              |  
|Net Loss Per Share  Basic and Diluted                      |  |                     |   |  |             |   |  |             |  
|                                                            |  |                     |   |  |              |   |  |              |  
|Weighted Average Common Shares Outstanding ( Note
      5 ) |  |                     |   |  | 151,250,000  |   |  | 125,000,000  |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-2

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

|                                                                     |  | For the      |   |  | For the      |  
|-------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                     |  | Three Months |   |  | Three Months |  
|                                                                     |  | Ended        |   |  | Ended        |  
|                                                                     |  | February 29, |   |  | February 28, |  
|                                                                     |  | 2008         |   |  | 2007         |  
|                                                                     |  | $            |   |  | $            |  
|                                                                     |  |              |   |  |              |  
|Operating Activities                                                 |  |              |   |  |              |  
|                                                                     |  |              |   |  |              |  
|Net loss for the period                                              |  | (24,516      | ) |  | (9,160       | )
|                                                                     |  |              |   |  |              |  
|Adjustment to reconcile net loss
      to net cash used in operating |  |              |   |  |              |  
|activities:                                                          |  |              |   |  |              |  
|Donated
      services                                               |  | 1,500        |   |  | 1,500        |  
|                                                                     |  |              |   |  |              |  
|Changes in operating assets and
      liabilities:                   |  |              |   |  |              |  
|Accounts
      payable                                               |  | 3,400        |   |  | (834         | )
|Accrued
      liabilities                                            |  | 9,121        |   |  | -            |  
|Due to related party                                                 |  | 600          |   |  | 50           |  
|                                                                     |  |              |   |  |              |  
|Net Cash Used in Operating
      Activities                          |  | (9,895       | ) |  | (8,444       | )
|                                                                     |  |              |   |  |              |  
|Decrease
      in Cash                                               |  | (9,895       | ) |  | (8,444       | )
|                                                                     |  |              |   |  |              |  
|Cash
      - Beginning of Period                                     |  | 98,531       |   |  | 16,290       |  
|                                                                     |  |              |   |  |              |  
|Cash
      - End of Period                                           |  | 88,636       |   |  | 7,846        |  
|                                                                     |  |              |   |  |              |  
|Supplemental Disclosures                                             |  |              |   |  |              |  
|Interest paid                                                        |  |             |   |  |             |  
|Income taxes paid                                                    |  |             |   |  |             |  

(The Accompanying Notes are an Integral Part of These Financial
Statements) F-3

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements February 29, 2008 (Expressed in US
dollars) (Unaudited)

|1. | Nature of Operations and Continuance of Business                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Chancery Resources ,
        Inc. (the “Company”) was incorporated in the State
        of Nevada on September 12, 2006. The Company is an Exploration Stage Company
        as defined by Statement of Financial Accounting Standard (“SFAS”)
        No. 7 “Accounting and Reporting for Development Stage Enterprises”.
        The Company has acquired a mineral property located in the Province of
        British Columbia, Canada, and has not yet determined whether this property
        contains reserves that are economically recoverable.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared on a going
        concern basis, which implies the Company will continue to realize its
        assets and discharge its liabilities in the normal course of business.
        The Company has not generated any revenue since inception and has never
        paid any dividends and is unlikely to pay dividends or generate earnings
        in the immediate or foreseeable future. The continuation of the Company
        as a going concern is dependent upon the continued financial support from
        its shareholders, the ability of the Company to obtain necessary equity
        financing to continue operations, and the attainment of profitable operations.
        As at February 29, 2008, the Company has accumulated losses of $86,506
        since inception. These factors raise substantial doubt regarding the Company’s
        ability to continue as a going concern. These financial statements do
        not include any adjustments to the recoverability and classification of
        recorded asset amounts and classification of liabilities that might be
        necessary should the Company be unable to continue as a going concern.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On June 8, 2007, the Company filed an amended SB-2 Registration
        Statement with the United States Securities and Exchange Commission that
        was declared effective on June 12, 2007 to offer up to 50,000,000 shares
        of common stock at $0.004 per share to raise proceeds of $200,000. On
        September 20, 2007, the Company issued 26,250,000 shares of common stock
        at $0.004 per share for gross proceeds of $105,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

| | a) | Basis of Presentation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | These financial statements and related notes are
      presented in accordance with accounting principles generally accepted in
      the United States, and are expressed in US dollars. The Companys fiscal
      year-end is November 30.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | b) | Interim Financial Statements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | The interim unaudited financial statements have been
      prepared on the same basis as the annual financial statements and in the
      opinion of management, reflect all adjustments, which include only normal
      recurring adjustments, necessary to present fairly the Companys financial
      position, results of operations and cash flows for the periods shown. The
      results of operations for such periods are not necessarily indicative of
      the results expected for a full year or for any future period.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 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, donated expenses 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.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| | 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 

F-4

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements February 29, 2008 (Expressed in US
dollars) (Unaudited)

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

F-5

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements February 29, 2008 (Expressed in US
dollars) (Unaudited)

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

| | j) | Financial Instruments                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| | -- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The fair values of financial instruments, which include
      cash, accounts payable and amount due to related party, were estimated to
      approximate their carrying values due to the immediate or short-term
      maturity of these financial instruments. The Companys operations are in
      Canada, which results in exposure to market risks from changes in foreign
      currency rates. The financial risk is the risk to the Companys operations
      that arise from fluctuations in foreign exchange rates and the degree of
      volatility of these rates. Currently, the Company does not use derivative
      instruments to reduce its exposure to foreign currency risk.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | 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
      carryforwards. 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. The Company has not, to the date
      of these financial statements, entered into derivative instruments to
      offset the impact of foreign currency fluctuations.                                                                                                                                                                                                                                                                                                                                 
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | m) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 123R Share Based Payments, using the
      fair value method. The Company has not issued any stock options since its
      inception.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | n) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In
        March 2008, the Financial Accounting Standards Board (“FASB”)
        issued SFAS No. 161, “Disclosures about Derivative Instruments and
        Hedging Activities – an amendment to FASB Statement No. 133”.
        SFAS No. 161 is intended to improve financial standards for derivative
        instruments and hedging activities by requiring enhanced disclosures to
        enable investors to better understand their effects on an entity's financial
        position, financial performance, and cash flows. Entities are required
        to provide enhanced disclosures about: (a) how and why an entity uses
        derivative instruments; (b) how derivative instruments and related hedged
        items are accounted for under SFAS No. 133 and its related interpretations;
        and (c) how derivative instruments and related hedged items affect an
        entity’s financial position, financial performance, and cash flows.
        SFAS No. 161 is effective for financial statements issued for fiscal years
        beginning after November 15, 2008, with early adoption encouraged. The
        adoption of this statement is not expected to have a material effect on
        the Company's future reported financial position or results of operations.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In
        December 2007, the FASB issued SFAS No . 141 (revised 2007), “Business
        Combinations”. SFAS No. 141 (revised 2007) establishes principles
        and requirements for how the acquirer of a business recognizes and measures
        in its financial statements the identifiable assets acquired, the liabilities
        assumed, and any noncontrolling interest in the acquiree. The statement
        also provides guidance for recognizing and measuring the goodwill acquired
        in the business combination and determines what information to disclose
        to enable users of the financial statements to evaluate the nature and
        financial effects of the business combination. SFAS No. 141 (revised 2007)
        applies prospectively to business combinations for which the acquisition
        date is on or after the beginning of the first annual reporting period
        beginning on or after December 15, 2008. The adoption of this statement
        is not expected to have a material effect on the Company's future reported
        financial position or results of operations.                                                                                                                                                             

F-6

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements February 29, 2008 (Expressed in US
dollars) (Unaudited)

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

| | n) | Recent
        Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In
        December 2007, the FASB issued SFAS No. 160, “Noncontrolling Interests
        in Consolidated Financial Statements Liabilities –an Amendment of
        ARB No. 51”. This statement amends ARB 51 to establish accounting
        and reporting standards for the Noncontrolling interest in a subsidiary
        and for the deconsolidation of a subsidiary. This statement is effective
        for fiscal years, and interim periods within those fiscal years, beginning
        on or after December 15, 2008, and earlier adoption is prohibited. The
        adoption of this statement is not expected to have a material effect on
        the Company’s financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In February 2007, the FASB issued SFAS No. 159, “The
        Fair Value Option for Financial Assets and Financial Liabilities –
        Including an Amendment of FASB Statement No. 115”. This statement
        permits entities to choose to measure many financial instruments and certain
        other items at fair value. Most of the provisions of SFAS No. 159 apply
        only to entities that elect the fair value option. However, the amendment
        to SFAS No. 115 “Accounting for Certain Investments in Debt and
        Equity Securities” applies to all entities with available-for-sale
        and trading securities. SFAS No. 159 is effective as of the beginning
        of an entity’s first fiscal year that begins after November 15,
        2007. Early adoption is permitted as of the beginning of a fiscal year
        that begins on or before November 15, 2007, provided the entity also elects
        to apply the provision of SFAS No. 157, “Fair Value Measurements”.
        The adoption of this statement did not have a material effect on the Company's
        financial statements.                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In September 2006, the FASB issued SFAS No. 158, “Employers’
      Accounting for Defined Benefit Pension and Other Postretirement Plans –
      an amendment of FASB Statements No. 87, 88, 106, and 132(R)”. This
      statement requires employers to recognize the overfunded or underfunded
      status of a defined benefit postretirement plan (other than a multiemployer
      plan) as an asset or liability in its statement of financial position and
      to recognize changes in that funded status in the year in which the changes
      occur through comprehensive income of a business entity or changes in unrestricted
      net assets of a not-for-profit organization. This statement also requires
      an employer to measure the funded status of a plan as of the date of its
      year-end statement of financial position, with limited exceptions. The provisions
      of SFAS No. 158 are effective for employers with publicly traded equity
      securities as of the end of the fiscal year ending after December 15, 2006.
      The adoption of this statement did not have a material effect on the Company's
      financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In September 2006, the FASB issued SFAS No. 157, “Fair
        Value Measurements”. The objective of SFAS No. 157 is to increase
        consistency and comparability in fair value measurements and to expand
        disclosures about fair value measurements. SFAS No. 157 defines fair value,
        establishes a framework for measuring fair value in generally accepted
        accounting principles, and expands disclosures about fair value measurements.
        SFAS No. 157 applies under other accounting pronouncements that require
        or permit fair value measurements and does not require any new fair value
        measurements. The provisions of SFAS No. 157 are effective for fair value
        measurements made in fiscal years beginning after November 15, 2007. The
        adoption of this statement did not have a material effect on the Company's
        financial statements.                                                                                                                                                                                                                                                        
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    | In June 2006, the FASB issued FASB Interpretation No.
        48, “Accounting for Uncertainty in Income Taxes, an interpretation
        of FASB Statements No. 109” (“FIN 48”). FIN 48 clarifies
        the accounting for uncertainty in income taxes by prescribing a two-step
        method of first evaluating whether a tax position has met a more likely
        than not recognition threshold and second, measuring that tax position
        to determine the amount of benefit to be recognized in the financial statements.
        FIN 48 provides guidance on the presentation of such positions within
        a classified statement of financial position as well as on derecognition,
        interest and penalties, accounting in interim periods, disclosure, and
        transition. FIN 48 is effective for fiscal years beginning after December
        15, 2006. The adoption of this statement did not have a material effect
        on the Company's financial statements.                                                                                                                                                                            

|3. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        

F-7

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Chancery Resources, Inc.(An Exploration Stage Company)
Notes to the Financial Statements February 29, 2008 (Expressed in US
dollars) (Unaudited)

|4. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In September 2006, the Company, through its President,
      acquired 100% of the rights, title and interest in a mining claim located
      in the province of British Columbia, Canada. Payment of $3,700 was
      required to acquire this mining claim and was paid by the President of the
      Company. The claim is registered in the name of the President of the
      Company, who has agreed to hold the claim in trust on behalf of the
      Company. The cost of the mineral property was initially capitalized. As at
      November 30, 2006, the Company recognized an impairment loss of $3,700, as
      it had not yet been determined whether there are proven or probable
      reserves on the property.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|5. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On February
        1 , 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.                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|6. | Subsequent
        Events                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | 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:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | On
        April 4, 2008, the Company paid $5,000 to amend the profit sharing terms
        of the agreement. Upon commencement of mining operations, all profits
        from the sale of ore shall be split 60% to the Company and 40% to the
        vendor. If the Company pays a further $210,000, in addition to the $270,000
        purchase price, such profits will then be split 90% to the Company and
        10% to the vendor. The Company would have the right to acquire the vendor’s
        10% profit interest at any time for $370,000.                                                                                                                                                                     

F-8

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

FORWARD-LOOKING STATEMENTS

This quarterly report contains forward-looking statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended. These statements
relate to future events or our future financial performance. In some cases, you
can identify forward-looking statements by terminology such as "may", "should",
"expects", "plans", "anticipates", "believes", "estimates", "predicts",
"potential" or "continue" or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, that may cause our or our industry's
actual results, levels of activity, performance or achievements to be materially
different from any future results, levels of activity, performance or
achievements expressed or implied by these forward-looking statements. Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.

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

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

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

General Overview

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

We maintain our statutory registered agent's office at The
Corporation Trust Company of Nevada, 6100 Neil Road, Suite 500, Reno, Nevada
89511 and our business office and mailing address is 3rd Floor, 422 Richards
Street, Vancouver, British Columbia, Canada V6B 2Z4. Our telephone number is
(778) 688-0474.

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

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

As consideration for the purchase, we have agreed to pay to
Altos de Amador $270,000 cash, to be provided as follows:

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

4

---

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

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

Effective April 4, 2008, we entered into an amending agreement
with Altos de Amador wherein the terms of profit split have been amended so
that, upon commencement of mining operations, all profits from the sale of ore
shall be split 60% to our company and 40% to the vendor. Upon our company having
paid a further $210,000, in addition to the funds payable pursuant to the terms
of the mining acquisition agreement, such profits shall then be split 90% to our
company and 10% to the vendor. Our company will have the right to acquire the
vendors 10% profit interest at any time upon payment of an additional $370,000.

Plan of Operation and Cash Requirements

During the twelve months ending February 28, 2009, we intend to
conduct exploration activities on our Hunter and El Cafetal properties. There is
no assurance that a commercially viable mineral deposit exists on the properties
and further exploration will be required before a final evaluation as to the
economic feasibility is determined.

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

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

Results of Operations for the three months ending February
29, 2008 compared to the three months ended February 28, 2007.

We did not
  earn any revenues during the three month period ending February 29, 2008. During
  the three month period ended February 29, 2008, we incurred operating expenses
  in the amount of $24,516, compared to operating expenses of $9,160 incurred
  during the same period in fiscal 2007. These operating expenses were comprised
  of general and administrative expenses of $22,117 (2007: $6,894) management
  services of $1,500 (2007: $1,500) and rent of $899 (2007: $766). The increase
  in operating expenses during the three months ended February 29, 2008, compared
  to the same period in fiscal 2007, was mainly due to an increase in professional
  fees incurred.

In the next
  twelve months we anticipate spending $220,000 to $320,000 on mineral property
  costs, management services and administrative costs. Our cash on hand at February
  29, 2008 was $84,286. We plan to raise additional capital required to meet immediate
  short-term needs and to meet the balance of our estimated funding requirements
  for the twelve months, primarily through the private placement of our securities.
  Included in our anticipated spending is our required payment of $270,000 to
  Altos de Amador, of which we have paid, from cash on hand, $50,000 on the execution
  of the agreement with Altos de Amador. We anticipate that the $70,000 due on
  or before April 18, 2008, will be made in a late payment and will be funded
  by way of an interest free loan from a non-US resident third party. We also
  anticipate that the $150,000 due on or before June 17, 2008 will be funded by
  way of an interest free loan from a non-US resident third party.

Employees

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

Purchase of Significant Equipment

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

Off-Balance Sheet Arrangements

We have no off-balance sheet arrangements as of February 29,
2008.

5

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Liquidity and Capital Resources

As at February
  29, 2008, our company had $89,349 in current assets, including $88,636 in cash
  and $713 in prepaid expenses. As at February 29, 2008, we had working capital
  of $27,294.

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

Going Concern

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

Application of Critical Accounting Policies

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

Mineral
  Property Costs

We have been
  in the exploration stage since our inception and have not yet realized any revenues
  from our planned operations. We are primarily engaged in the acquisition and
  exploration of mining properties. Mineral property exploration costs are expensed
  as incurred. Mineral property acquisition costs are initially capitalized when
  incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are
  Tangible or Intangible Assets”. We assess the carrying costs for impairment
  under SFAS No. 144, “Accounting for Impairment or Disposal of Long Lived
  Assets” at each fiscal quarter end. When it has been determined that a
  mineral property can be economically developed as a result of establishing proven
  and probable reserves, the costs then incurred to develop such property, are
  capitalized. Such costs will be amortized using the units-of-production method
  over the estimated life of the probable reserve. If mineral properties are subsequently
  abandoned or impaired, any capitalized costs will be charged to operations.

Long-lived
  Assets

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

RISK FACTORS

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

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

6

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Risks Associated With Mining

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

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

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

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

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

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

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

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

7

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

If we do discover mineral resources in commercially exploitable
quantities on any of our properties, we will be required to expend substantial
sums of money to establish the extent of the resource, develop processes to
extract it and develop extraction and processing facilities and infrastructure.
Although we may derive substantial benefits from the discovery of a major
deposit, there can be no assurance that such a resource will be large enough to
justify commercial operations, nor can there be any assurance that we will be
able to raise the funds required for development on a timely basis. If we cannot
raise the necessary capital or complete the necessary facilities and
infrastructure, our business may fail.

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

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

Mineral prices are subject to dramatic and unpredictable
fluctuations.

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

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

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

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

8

---

Risks Related To Our Company

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

We have been in the business of exploring mineral resource properties
  since September 2006 and we have not yet located any mineral reserve. As a result,
  we have never had any revenues from our operations. In addition, our operating
  history has been restricted to the acquisition and exploration of our mineral
  properties and this does not provide a meaningful basis for an evaluation of
  our prospects if we ever determine that we have a mineral reserve and commence
  the construction and operation of a mine. We have no way to evaluate the likelihood
  of whether our mineral properties contain any mineral reserve or, if they do
  that we will be able to build or operate a mine successfully. We anticipate
  that we will continue to incur operating costs without realizing any revenues
  during the period when we are exploring our properties. During the twelve months
  ending February 28, 2009, we expect to spend approximately $220,000
  to $320,000 on mineral property costs, management services and administrative
  costs. We therefore expect to continue to incur significant losses into the
  foreseeable future. We recognize that if we are unable to generate significant
  revenues from mining operations and any dispositions of our properties, we will
  not be able to earn profits or continue operations. At this early stage of our
  operation, we also expect to face the risks, uncertainties, expenses and difficulties
  frequently encountered by companies at the start up stage of their business
  development. We cannot be sure that we will be successful in addressing these
  risks and uncertainties and our failure to do so could have a materially adverse
  effect on our financial condition. There is no history upon which to base any
  assumption as to the likelihood that we will prove successful and we can provide
  investors with no assurance that we will generate any operating revenues or
  ever achieve profitable operations.

The fact that we have not earned any operating revenues
since our incorporation raises substantial doubt about our ability to continue
to explore our mineral properties as a going concern.

We have not
  generated any revenue from operations since our incorporation and we anticipate
  that we will continue to incur operating expenses without revenues unless and
  until we are able to identify a mineral resource in a commercially exploitable
  quantity on one or more of our mineral properties and we build and operate a
  mine. We had cash in the amount of $88,636 as of February 29, 2008. At February
  29, 2008, we had working capital of $27,294. We incurred a net loss of $24,516
  for the three month period ended February 29, 2008 and $86,506 since inception
  on September 12, 2006. We estimate our average monthly operating expenses to
  be approximately $5,800 to $7,500, including mineral property costs, management
  services and administrative costs. Should the results of our planned exploration
  require us to increase our current operating budget, we may have to raise additional
  funds to meet our currently budgeted operating requirements for the next 12
  months. As we cannot assure a lender that we will be able to successfully explore
  and develop our mineral properties, we will probably find it difficult to raise
  debt financing from traditional lending sources. We have traditionally raised
  our operating capital from sales of equity and debt securities, but there can
  be no assurance that we will continue to be able to do so. If we cannot raise
  the money that we need to continue exploration of our mineral properties, we
  may be forced to delay, scale back, or eliminate our exploration activities.
  If any of these were to occur, there is a substantial risk that our business
  would fail.

These circumstances lead our independent registered public
accounting firm, in their report dated February 27, 2008, to comment about our
companys ability to continue as a going concern. Management has plans to seek
additional capital through a private placement and public offering of its
capital stock. These conditions raise substantial doubt about our companys
ability to continue as a going concern. Although there are no assurances that
managements plans will be realized, management believes that our company will
be able to continue operations in the future. The consolidated financial
statements do not include any adjustments relating to the recoverability and
classification of recorded assets, or the amounts of and classification of
liabilities that might be necessary in the event our company cannot continue in
existence. We continue to experience net operating losses.

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Risks Associated with Our Common Stock

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

Our common stock is quoted on the OTC Bulletin Board service of
the Financial Industry Regulatory Authority . Trading in stock quoted on the OTC
Bulletin Board is often thin and characterized by wide fluctuations in trading
prices, due to many factors that may have little to do with our operations or
business prospects. This volatility could depress the market price of our common
stock for reasons unrelated to operating performance. Moreover, the OTC Bulletin
Board is not a stock exchange, and trading of securities on the OTC Bulletin
Board is often more sporadic than the trading of securities listed on a
quotation system like NASDAQ or a stock exchange like Amex. Accordingly,
shareholders may have difficulty reselling any of their shares.

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

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

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

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Other Risks

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

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

Trends, Risks and Uncertainties

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

Item 3. Controls and Procedures.

We maintain disclosure controls and procedures that are
designed to ensure that information required to be disclosed in our reports
filed under the Securities Exchange Act of 1934, as amended, is recorded,
processed, summarized and reported within the time periods specified in the
Securities and Exchange Commission's rules and forms, and that such information
is accumulated and communicated to our management, including our principal
executive officer and principal financial and accounting officer (our president)
to allow for timely decisions regarding required disclosure. In designing and
evaluating our disclosure controls and procedures, our management recognizes
that any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and our management is required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures.

As of February 29, 2008, the end of the three month period year
covered by this report, we carried out an evaluation, under the supervision and
with the participation of our management, including our president, of the
effectiveness of the design and operation of our disclosure controls and
procedures. Based on the foregoing, our president concluded that our disclosure
controls and procedures were effective as of the end of the period covered by
this quarterly report.

There have been no significant changes in our internal controls
over financial reporting that occurred during the quarter ended February 29,
2008 that have materially affected, or are reasonably likely to materially
affect, our internal controls over financial reporting.

PART II - OTHER INFORMATION

Item 1. Legal Proceedings.

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

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

None.

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Item 3. Defaults Upon Senior Securities.

None.

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

None.

Item 5. Other Information

We effected a forward stock split of our authorized, issued and
outstanding common stock on February 1, 2008 with the Secretary of State of
Nevada, whereby each one (1) share of our common stock prior to the stock split
was equal to twenty-five (25) shares of common stock after the effective date of
the stock split. As a result, our authorized capital increased from 100,000,000
shares of common stock with a par value of $0.00001 to 2,500,000,000 shares of
common stock with a par value of $0.00001 and 100,000,000 shares of preferred
stock with a par value of $0.00001 to 2,500,000,000 shares of preferred stock
with a par value of $0.00001. Our issued and outstanding share capital increased
from 6,050,000 shares of common stock to 151,250,000 shares of common stock.

The forward stock split became effective with the
Over-the-Counter Bulletin Board at the opening of the market on February 4, 2008
under the new stock symbol CCRY. Our new CUSIP number is 15883P 203.

Item 6. Exhibits.

Exhibits required by Item 601 of Regulation S-B

|Exhibit | Description                                                                                                                                                                                                                        
|------- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                                                                                    
|        |                                                                                                                                                                                                                                    
|(3)     | Articles
        of Incorporation and Bylaws                                                                                                                                                                                       
|        |                                                                                                                                                                                                                                    
|3.1     | Articles of
        Incorporation (incorporated by reference from our Registration Statement
        on Form SB-2 filed on March 20, 2007).                                                                                        
|        |                                                                                                                                                                                                                                    
|3.2     | By-laws (incorporated
        by reference from our Registration Statement on Form SB-2 filed on March
        20, 2007).                                                                                                          
|        |                                                                                                                                                                                                                                    
|3.3     | Certificate
        of Change filed with the Secretary of State of Nevada on January 16, 2008
        effective January 18, 2008 (incorporated by reference from our Current
        Report on Form 8-K filed on February 1, 2008).
|        |                                                                                                                                                                                                                                    
|(4)     | Instruments
        Defining Rights of Security Holders, Including Debentures                                                                                                                                                      
|        |                                                                                                                                                                                                                                    
|4.1     | Specimen Stock
        Certificate (incorporated by reference from our Registration Statement
        on Form SB- 2 filed on March 20, 2007).                                                                                      
|        |                                                                                                                                                                                                                                    
|(10)    | Material
        Contracts                                                                                                                                                                                                         
|        |                                                                                                                                                                                                                                    
|10.1    | Trust Agreement
        (incorporated by reference from our Registration Statement on Form SB-2
        filed on March 20, 2007).                                                                                                  
|        |                                                                                                                                                                                                                                    
|10.2    | Mining Acquisition
        Agreement dated March 19, 2008 between our company and Altos de Amador
        S.A. (incorporated by reference from our Current Report on Form 8-K filed
        on March 25, 2008).                    
|        |                                                                                                                                                                                                                                    
|10.3*   | Amending Agreement
        dated April 4, 2008 between our company and Altos de Amador S.A. (incorporated
        by reference from our Quarterly Report on Form 10-QSB filed on April 18,
        2008).                          

12

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|Exhibit | Description                                                                                                                                                       
|------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Number  |                                                                                                                                                                   
|        |                                                                                                                                                                   
|(14)    | Code of Ethics                                                                                                                                                    
|        |                                                                                                                                                                   
|14.1    | Code of Ethics
        (incorporated by reference from our Annual Report on Form 10-KSB filed
        on February 28, 2008).                                      
|        |                                                                                                                                                                   
|(31)    | Section 302
        Certifications                                                                                                                                
|        |                                                                                                                                                                   
|31.1*   | Section
        302 Certification of Principal Executive Officer, Principal Financial
        Officer and Principal Accounting Officer                            
|        |                                                                                                                                                                   
|(32)    | Section 906
        Certification                                                                                                                                 
|        |                                                                                                                                                                   
|32.1*   | Section
        906 Certification of Principal Executive Officer Principal Executive Officer,
        Principal Financial Officer and Principal Accounting Officer
|        |                                                                                                                                                                   
|(99)    | Additional
        Exhibits                                                                                                                                       
|        |                                                                                                                                                                   
|99.1    | Audit Committee
        Charter (incorporated by reference from our Annual Report on Form 10-KSB
        filed on February 28, 2008).                             
|        |                                                                                                                                                                   
|99.2    | Disclosure Committee
        Charter (incorporated by reference from our Annual Report on Form 10-KSB
        filed on February 28, 2008).                        

*filed herewith

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SIGNATURES

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

CHANCERY RESOURCES, INC.

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

Date: April
  22, 2008

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