UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549




FORM
10-K




(Mark
One)




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




For the
fiscal year ended November
30, 2009




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




For the
transition period from [      ] to
[      ]




Commission
file number 000-51163




CHANCERY RESOURCES,
INC.


(Exact
name of registrant as specified in its charter)





Nevada
                    26-4567259(State
      or other jurisdiction of incorporation or organization)
                    (I.R.S.
      Employer Identification No.)4400 Westgrove Drive, Suite 104, Dallas,
      Texas
                    75001(Address
      of principal executive offices)
                    (Zip
      Code)Registrant's
      telephone number, including area code:
                    972-655-9870




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





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




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




Common
Stock, Par Value $0.00001


(Title
of class)




Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 the Securities Act.


Yes  ̈    No
x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or Section 15(d) of the Act


Yes
 ̈  
 No x




Indicate
by check mark whether the registrant: (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports) and (2) has been subject to such filing requirements for
the last 90 days. Yes x    No
 ̈




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




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





Large
      accelerated filer  ̈
            Accelerated
      filer                 
       ̈Non-accelerated
      filer    ̈
            Smaller
      reporting company x




Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act).


Yes  ̈    No
x




The
aggregate market value of Common Stock held by non-affiliates of the Registrant
on February 24, 2010was $322,500based on a $0.01 closing price for the Common Stock on February 24, 2010.
For purposes of this computation, all executive officers and directors have been
deemed to be affiliates. Such determination should not be deemed to be an
admission that such executive officers and directors are, in fact, affiliates of
the Registrant.




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




DOCUMENTS
INCORPORATED BY REFERENCE




None.











TABLE
OF CONTENTS




Item
      1.
                  Business
                  3Item
      1A.
                  Risk
      Factors
                  10Item
      1B.
                  Unresolved
      Staff Comments
                  14Item
      2.
                  Properties
                  14Item
      3.
                  Legal
      Proceedings
                  14Item
      4.
                  Submission
      of Matters to a Vote of Security Holders
                  14Item
      5.
                  Market
      for Registrant’s Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities
                  14Item
      6.
                  Selected
      Financial Data
                  15Item
      7.
                  Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
                  15Item
      7A.
                  Quantitative
      and Qualitative Disclosures About Market Risk
                  20Item
      8.
                  Financial
      Statements and Supplementary Data
                  20Item
      9.
                  Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure
                  22Item
      9A(T).
                  Controls
      and Procedures
                  22Item
      9B.
                  Other
      Information
                  22Item
      10.
                  Directors,
      Executive Officers and Corporate Governance
                  23Item
      11.
                  Executive
      Compensation
                  25Item
      12.
                  Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters
                  27Item
      13.
                  Certain
      Relationships and Related Transactions, and Director
      Independence
                  29Item
      14.
                  Principal
      Accounting Fees and Services
                  29Item
      15.
                  Exhibits,
      Financial Statement Schedules
                  31





2





PART
I




Item
1.     Business




This
annual report contains forward-looking statements. These statements relate to
future events or our future financial performance. In some cases, you can
identify forward-looking statements by terminology such as “may”, “should”,
“expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”,
“potential” or “continue” or the negative of these terms or other comparable
terminology. These statements are only predictions and involve known and unknown
risks, uncertainties and other factors, including the risks in the section
entitled “Risk Factors” that may cause our or our industry’s actual results,
levels of activity, performance or achievements to be materially different from
any future results, levels of activity, performance or achievements expressed or
implied by these forward-looking statements.




Although
we believe that the expectations reflected in the forward-looking statements are
reasonable, we cannot guarantee future results, levels of activity, performance
or achievements. Except as required by applicable law, including the securities
laws of the United States, we do not intend to update any of the forward-looking
statements to conform these statements to actual results.




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




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




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




General
Overview and Business Development over the Last Three Years




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




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




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




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




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





(a)
            $50,000 to be provided on signing
      of the acquisition agreement
(paid);





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





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





3





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. There are currently
some governmental requirements that need to be fulfilled for the El Cafetal
mining title. These requirements include the present title owner amending a PTO
report to comply with certain specifications and paying certain annual
governmental fees, all of which are currently being completed.




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




Effective
April 14, 2009, we entered into an agreement with Inversiones Midas wherein the
terms of profit split 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 720 million Colombian pesos
(estimated value of land and equipment), Inversiones Midas agrees to give and
transfer 50% ownership of the Mining title, in addition to the funds payable
pursuant to the terms of the mining acquisition agreement, such profits shall
then be split 90% to our company and 10% to the vendor. Our company will have
the right to acquire the vendor’s 10% profit interest at any time upon payment
of additional 780 million Colombian pesos, and then the remaining 50% of the
Title ownership will be transferred to our company.




On
October 16, 2008, Rafael A. Pinedo and Jeffrey Fanning were appointed as
directors of our company.




Subsequent
to such appointments, on October 16, 2008, Juan Restrepo Gutierrez resigned as
president and a director of our company and Rafael A. Pinedo was appointed
president. Mr. Restrepo remains as chief executive officer, chief financial
officer, secretary and treasurer. In addition, Mr. Fanning was appointed vice
president of exploration. Our board of directors now consists of Rafael A.
Pinedo and Jeffery Fanning.




On
November 4, 2008, our board of directors designated 40,000,000 shares of our
preferred stock as the Series A Preferred Stock. Each share of Series A
Preferred Stock is convertible into shares of our common stock on the basis of
one (1) share of Series A Preferred Stock for one-fifth (1/5) of one share of
our Common Stock;




On
November 6, 2008, we entered into a consulting agreement with Rafael Pinedo, our
President. The term of the agreement is for a period of one year and in
consideration for the services to be provided we have agreed to issue 1,000,000
restricted shares of our common stock to Mr. Pinedo.




On
November 6, 2008, we entered into a mineral property acquisition agreement with
CB Resources Ltd., BNP Resources LLC and Rafael Pinedo to acquire certain
mineral property interests known as the HCL Property (the HCL Property is
comprised in part by our formerly owned Hunter Property). The closing of the
transactions contemplated in the mineral property acquisition agreement occurred
on November 6, 2008. In accordance with the closing of the mineral property
acquisition agreement, we agreed to issue 1,000,000 restricted shares of our
common stock to CB Resources Ltd., 25,000,000 restricted shares of our Series A
Preferred Stock to Rafael Pinedo and 6,000,000 restricted shares of our Series A
Preferred Stock to BNP Resources LLC. Due to land ownership restrictions under
British Columbia laws, we entered into a trust agreement with CB Resources Ltd.,
wherein CB Resources Ltd. agreed to hold the mineral property interests in trust
for our company.




On
November 12, 2008, we incorporated a wholly owned subsidiary pursuant to the
laws of the Province of British Columbia under the name Chancery Mining Canada
Ltd.




On
January 19, 2009, we acquired through our wholly owned subsidiary, Chancery
Mining Canada Ltd., an undivided one hundred percent (100%) interest in certain
mineral interests located in British Columbia, Canada known as the Fiddler Creek
Property.





4





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




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





On July
24, 2009, Chancery Resources, Inc. (the "Company") received a NI 43-101 Canadian
Compliant Geological report on the El Cafetal Property as prepared and submitted
by James R. Reeves, Reg., P.Geo., in his capacity as a geological consultant to
the Company. Technical Report was formatted on Canadian National Instrument
43-101 ("NI 43-101"), which is a mineral resource classification scheme that
provides strict guidelines for the public disclosure of scientific and technical
information relating to mineral properties.





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




Mr.
Higgins, age 43, is a recognized international leader in training, leadership
development, and multicultural team building.  He founded the
Institute for Effective Leadership. Mr. Higgins served as the Director of the
Lumen Institute, Dallas, Texas and founded the Dallas
branch.  Trilingual: English, Spanish, and Italian. Extensive
experience in operations and growth of international non-profit organizations
including institutional fundraising and networking. Obtained undergraduate
degree in Physics, Summa Cum Laude at the University of Dallas, TX. Doctoral
track in High Energy Physics, at Purdue University, West Lafayette, Indiana and
degrees in Philosophy and Theology at the Pontifical University Regina
Apostolorum, in Rome, Italy.




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




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




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




Our
Current Business




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




Our
current operational focus is to conduct exploration activities on our HCL
Property, to complete the terms of the mining acquisition agreement with Altos
de Amador S.A. for the El Cafetal Mine and to conduct exploration activities on
our Fiddler Creek Property.




HCL
Property




General
Information




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




The
following is a list of tenure numbers, claim, and expiration date of our
claims:





Tenure Number
                    
                    Claim Name
                    
                    No. MTO Cells
                    
                    Expiration Date592560
                    
                    HCL
                    
                    20
                    
                    10/04/2010




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




There are
no native land claims that affect title to the property.




Location
and Access




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





5





Below is
map of the HCL Claim:









Physiography




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





6





Below is
a map of the HCL Property location:









Location,
History and Land Tenure




The
geology of the HCL mineral claim may be described as being underlain by units of
the Nicola Group. Some or all of these units may be found to host economic
mineralization. The property geological setting offers good underlying
possibilities and all overburden areas should be checked if a field program is
undertaken. The deposit types that historically predominate in the general area
are, as the larger target, as a porphyry-type base metal (copper-gold-palladium
or copper-molybdenum) occurrence with peripheral base and precious metal
occurrences as veins and/or contact zones of mineralization. The most prolific
host in this area is the Nicola Group andesitic tuffs that are often skarned or
altered. Any occurrences of Princeton Group sediments, i.e. shales, sanstone,
etc. should be checked thoroughly for coal occurrences and possibly coal-bed
methane gas possibilities.




Requirements
for Title




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





7





Fiddler Creek
Property




General
Information




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




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





Tenure Number
                    
                    Claim Name
                    
                    No. MTO Cells
                    
                    Expiration Date597810
                    
                    Fiddler
      Creek
                    
                    25
                    
                    01/19/2011




Below is
a map of the Fiddler Creek Property:









8




Climate and Local
Resources




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




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




El Cafetal
Mine




General
Information




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




The
property covers an area of 135 hectares. The geology of the zone includes
sedimentary rocks and basaltic lava and Andesite of Tertiary age with several
veins and veins with different thicknesses and sulfide concentrations up to
80%.




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




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





9





Competition




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




Compliance
with Government Regulation




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




Subsidiaries




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




Research
and Development Expenditures




We have
incurred $Nil in research and development expenditures over the last fiscal
year.




Employees




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




We engage
contractors from time to time to consult with us on specific corporate affairs
or to perform specific tasks in connection with our exploration
programs.




Intellectual
Property




We do not
own, either legally or beneficially, any patent or trademark.




Item
1A.   Risk Factors




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.




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 or 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".




Our
common shares are considered speculative during the development of our new
business operations. Prospective investors should consider carefully the risk
factors set out below.




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.





10





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.




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.





11





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




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




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




Risks
Related To Our Company




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




We have
been in the business of exploring mineral resource properties since September
2006 and we have not yet located any mineral reserve. As a result, we have never
had any revenues from our operations. In addition, our operating history has
been restricted to the acquisition and exploration of our mineral properties and
this does not provide a meaningful basis for an evaluation of our prospects if
we ever determine that we have a mineral reserve and commence the construction
and operation of a mine. We have no way to evaluate the likelihood of whether
our mineral properties contain any mineral reserve or, if they do that we will
be able to build or operate a mine successfully. We anticipate that we will
continue to incur operating costs without realizing any revenues during the
period when we are exploring our properties. 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 $323 as of November 30, 2009. At
November 30, 2009, we had working capital deficit of $378,907. We incurred a net
loss of $275,883 for the year ended November 30, 2009 and $1,562,110 since
inception on September 12, 2006. We estimate our average monthly operating
expenses to be approximately $7,800 to $9,500, including mineral property costs,
management services and administrative costs. Should the results of our planned
exploration require us to increase our current operating budget, we may have to
raise additional funds to meet our currently budgeted operating requirements for
the next 12 months. As we cannot assure a lender that we will be able to
successfully explore and develop our mineral properties, we will probably find
it difficult to raise debt financing from traditional lending sources. We have
traditionally raised our operating capital from sales of equity and debt
securities, but there can be no assurance that we will continue to be able to do
so. If we cannot raise the money that we need to continue exploration of our
mineral properties, we may be forced to delay, scale back, or eliminate our
exploration activities. If any of these were to occur, there is a substantial
risk that our business would fail.




These
circumstances lead our independent registered public accounting firm, in their
report dated February 26, 2010, to comment about our company’s ability to
continue as a going concern. Management has plans to seek additional capital
through a private placement and public offering of its capital stock. These
conditions raise substantial doubt about our company’s ability to continue as a
going concern. Although there are no assurances that management’s plans will be
realized, management believes that our company will be able to continue
operations in the future. The consolidated financial statements do not include
any adjustments relating to the recoverability and classification of recorded
assets, or the amounts of and classification of liabilities that might be
necessary in the event our company cannot continue in existence.” We continue to
experience net operating losses.





12





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.




Other
Risks




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.





13





Item
1B.   Unresolved Staff Comments




None.




Item
2.     Properties




Executive
Offices




As of the
date of this current report, our executive and administrative offices are
located at 4400 Westgrove Drive, Suite 106, Dallas, Texas 75001. We lease
approximately 1,350 square feet at a cost of $1860 per month. We believe these
facilities are adequate for our current needs and that alternate facilities on
similar terms would be readily available if needed. We also keep an
administration and geology office on the 3rd Floor, 422 Richards Street
Vancouver, B.C. V6B2Z3.




Mineral
Properties




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




Item
3.     Legal Proceedings




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




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




None.




PART
II




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




Our
common shares are quoted on the Over-the-Counter Bulletin Board under the symbol
“CCRY.” The following quotations, obtained from Yahoo Finance, reflect the high
and low bids for our common shares based on inter-dealer prices, without retail
mark-up, mark-down or commission and may not represent actual
transactions.




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





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





14




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




(1)
Over-the-counter market quotations reflect inter-dealer prices without retail
mark-up, mark-down or commission, and may not represent actual
transactions.


(2) No
trades occurred during this period.




Our
common shares are issued in registered form. Empire Stock Transfer Inc., 7251
West Lake Mead Boulevard, Suite 300, Las Vegas, Nevada 89128-8351 (Telephone:
(775) 562-4091; Facsimile: (775) 974-1444  is the registrar and
transfer agent for our common shares.




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




Dividend
Policy




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




Equity
Compensation Plan Information




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




Recent
Sales of Unregistered Securities; Use of Proceeds from Registered
Securities




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




Purchase
of Equity Securities by the Issuer and Affiliated Purchasers




We did
not purchase any of our shares of common stock or other securities during our
fourth quarter of our fiscal year ended November 30, 2008.




Item
6.     Selected Financial Data




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




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




Plan
of Operation




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




Purchase
of Significant Equipment




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





15




Personnel
Plan




We do not
expect any material changes in the number of employees over the next 12 month
period (although we may enter into employment or consulting agreements with our
officers or directors). We do and will continue to outsource contract employment
as needed.




Off-Balance
Sheet Arrangements




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




Our
principal capital resources have been through the subscription and issuance of
common stock, although we have also used stockholder loans and advances from
related parties.




Results
of Operations for the Years Ended November 30, 2009 and 2008




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




Our
operating results for the years ended November 30, 2009 and 2008 are summarized
as follows:





Year
      EndedNovember
      302009
                    
                    
                    2008Revenue
                    
                    $
                    Nil
                    
                    
                    $
                    NilTotal
      Expenses
                    
                    $
                    267,348
                    
                    
                    $
                    1,224,237Net
      Loss
                    
                    $
                    275,883
                    
                    
                    $
                    1,224,237




Revenues




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




Expenses




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





Year
      EndedNovember
      302009
                    
                    
                    2008General
      and administrative
                    
                    $
                    62,392
                    
                    
                    $
                    83,263Consulting
      fees
                    
                    $
                    184,809
                    
                    
                    $
                    10,000Management
      services
                    
                    $
                    -
                    
                    
                    $
                    5,500Impairment
      of mineral property costs
                    
                    $
                    444
                    
                    
                    $
                    1,116,930Mineral
      property costs
                    
                    $
                    13,703
                    
                    
                    $
                    6,000Rent
                    
                    $
                    6,000
                    
                    
                    $
                    2,544





16





The
decrease in operating expenses for the year ended November 30, 2009, compared to
the same period in fiscal 2008, was mainly due to a decrease in general and
administrative expenses of $62,392 (2008: $83,263), a decrease in management
services $Nil (2008:$5,500); an impairment of mineral property costs of $444
(2008: $1,116,930), an increase in consulting fees of $184,809  (2008:
$10,000); an increase in rent $6,000 (2008: $2,544)  and an increase
in mineral property costs of $13,703  (2008: $6,000).




Liquidity
and Financial Condition




As of
November 30, 2009, our total assets were $323 and our total liabilities were
$379,230 and we had a working capital deficit of $378,907. Our financial
statements report a net loss of $1,562,110 for the year ended November 30, 2009,
and a net loss of $1,286,227 for the period from September 12, 2006 (date of
inception) to November 30, 2008.




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





Cash FlowsAt
                          
                          
                          AtNovember
                          
                          
                          November30, 2009
                          
                          
                          30, 2008Net
      Cash (Used in) Operating Activities
                          
                          $
                          (39,733
                          )
                          
                          $
                          (85,141
                          )Net
      Cash Provided by (Used In) Investing Activities
                          
                          $
                          (444
                          )
                          
                          $
                          (50,000
                          )Net
      Cash Provided by Financing Activities
                          
                          $
                          39,018
                          
                          
                          $
                          38,248Increase
      In Cash During The Period
                          
                          $
                          (1,315
                          )
                          
                          $
                          (96,893
                          )




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




Our
principal sources of funds have been from sales of our common stock and short
term loans.




Contractual
Obligations




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




Going
Concern




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




Critical
Accounting Policies




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





17




Mineral
Property Costs




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




Long-lived
Assets




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




Financial
Instruments




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




Income
Taxes




The
Company accounts for income taxes using the asset and liability method in
accordance with SFAS No. 109, “Accounting for Income Taxes”. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using the currently enacted tax rates and laws that
will be in effect when the differences are expected to reverse. The Company
records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized.





18




Stock-based
Compensation





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





19





Recent
Accounting Pronouncements




In May
2008, the Financial Accounting Standards Board (“FASB”) issued SFAS No. 163,
“Accounting for Financial Guarantee Insurance Contracts – An interpretation of
FASB Statement No. 60”. SFAS No. 163 requires that an insurance enterprise
recognize a claim liability prior to an event of default when there is evidence
that credit deterioration has occurred in an insured financial obligation. It
also clarifies how Statement 60 applies to financial guarantee insurance
contracts, including the recognition and measurement to be used to account for
premium revenue and claim liabilities, and requires expanded disclosures about
financial guarantee insurance contracts. It is effective for financial
statements issued for fiscal years beginning after December 15, 2008, except for
some disclosures about the insurance enterprise’s risk-management activities.
SFAS No. 163 requires that disclosures about the risk-management activities of
the insurance enterprise be effective for the first period beginning after
issuance. Except for those disclosures, earlier application is not permitted.
The adoption of this statement is not expected to have a material effect on the
Company’s financial statements.




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




In March
2008, the FASB issued SFAS No. 161, “Disclosures about Derivative Instruments
and Hedging Activities – an amendment to FASB Statement No. 133”. SFAS No. 161
is intended to improve financial standards for derivative instruments and
hedging activities by requiring enhanced disclosures to enable investors to
better understand their effects on an entity's financial position, financial
performance, and cash flows. Entities are required to provide enhanced
disclosures about: (a) how and why an entity uses derivative instruments; (b)
how derivative instruments and related hedged items are accounted for under SFAS
No. 133 and its related interpretations; and (c) how derivative instruments and
related hedged items affect an entity’s financial position, financial
performance, and cash flows. SFAS No. 161 is effective for financial statements
issued for fiscal years beginning after November 15, 2008, with early adoption
encouraged. The adoption of this statement is not expected to have a material
effect on the Company's financial statements.




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




In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements Liabilities – an Amendment of ARB No. 51”.
This statement amends ARB 51 to establish accounting and reporting standards for
the Non-controlling interest in a subsidiary and for the deconsolidation of a
subsidiary. This statement is effective for fiscal years, and interim periods
within those fiscal years, beginning on or after December 15, 2008, and earlier
adoption is prohibited. The adoption of this statement is not expected to have a
material effect on the Company’s financial statements.




Item
7A.   Quantitative and Qualitative Disclosures About Market
Risk




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




Item
8.     Financial Statements and Supplementary
Data





20





Chancery
Resources, Inc.


(An
Exploration Stage Company)


November
30, 2008





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





21





To the
Directors and Stockholders


Chancery
Resources, Inc.


(An
Exploration Stage Company)




Letter:




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




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




In our
opinion, the financial statements referred to above present fairly, in all
material respects, the financial position of Chancery Resources, Inc. as of
November 30, 2009 and 2008, and the results of its operations and its cash flows
for the years then ended and accumulated from September 12, 2006 (Date of
Inception) to November 30, 2009 in conformity with accounting principles
generally accepted in the United States.




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





/s/





CHARTERED
ACCOUNTANTS





February
21, 2010





F-1





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Consolidated
Balance Sheets


(Expressed
in US dollars)




November 30,
                                                  2009
                                                  $
                                                
                                                
                                                November 30,
                                                  2008
                                                  $ASSETSCurrent
      AssetsCash
                                                
                                                
                                                323
                                                
                                                
                                                
                                                1,638Prepaid expenses
                                                
                                                
                                                –
                                                
                                                
                                                
                                                110,471Total Assets
                                                
                                                
                                                323
                                                
                                                
                                                
                                                112,109LIABILITIES
      AND STOCKHOLDERS’ DEFICITCurrent
      LiabilitiesBank
      indebtedness
                                                
                                                
                                                260
                                                
                                                
                                                
                                                8,872Accounts
      payable and accrued liabilities
                                                
                                                
                                                195,284
                                                
                                                
                                                
                                                159,394Loan
      payable, less unamortized discount of $5,541 and $14,077 (Note
      4)
                                                
                                                
                                                64,459
                                                
                                                
                                                
                                                55,923Due
      to related parties (Note 3)
                                                
                                                
                                                54,310
                                                
                                                
                                                
                                                6,680Loans
      payable (Note 4)
                                                
                                                
                                                64,917
                                                
                                                
                                                
                                                64,917Total
      Liabilities
                                                
                                                
                                                379,230
                                                
                                                
                                                
                                                295,786Contingencies
      and Commitments (Notes 1, 5 and 6)Stockholders’
      DeficitPreferred
      stock: 2,500,000,000 shares authorized, $0.00001 par value;no
      shares issued and outstanding (2008 – None issued)
                                                
                                                
                                                –
                                                
                                                
                                                
                                                –Series
      A convertible preferred stock: 40,000,000 shares authorized, $0.00001 par
      value;31,000,000
      shares issued and outstanding
                                                
                                                
                                                310
                                                
                                                
                                                
                                                310Common
      stock: 2,500,000,000 shares authorized, $0.00001 par value;32,250,000
      shares issued and outstanding
                                                
                                                
                                                322
                                                
                                                
                                                
                                                322Additional
      paid-in capital
                                                
                                                
                                                1,163,227
                                                
                                                
                                                
                                                1,088,418Donated
      capital (Note 3)
                                                
                                                
                                                19,500
                                                
                                                
                                                
                                                13,500Accumulated
      other comprehensive loss
                                                
                                                
                                                (156
                                                )
                                                
                                                
                                                –Deficit
      accumulated during the exploration stage
                                                
                                                
                                                (1,562,110
                                                )
                                                
                                                
                                                (1,286,227
                                                )Total
      Stockholders’ Deficit
                                                
                                                
                                                (378,907
                                                )
                                                
                                                
                                                (183,677
                                                )Total
      Liabilities and Stockholders’ Deficit
                                                
                                                
                                                323
                                                
                                                
                                                
                                                112,109




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





F-2





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Consolidated
Statements of Operations


(Expressed
in US dollars)





For the
                                      Year ended
                                    
                                    
                                    For the
                                      Year ended
                                    
                                    
                                    Accumulated from
                                      September 12,
                                      2006
                                      (Date of Inception)November
      30,
                                    
                                    
                                    November
      30,
                                    
                                    
                                    to
      November 30,2009
                                    
                                    
                                    2008
                                    
                                    
                                    2009$
                                    
                                    
                                    $
                                    
                                    
                                    $Revenue
                                    
                                    
                                    –
                                    
                                    
                                    
                                    –
                                    
                                    
                                    
                                    –ExpensesGeneral
      and administrative
                                    
                                    
                                    62,392
                                    
                                    
                                    
                                    83,263
                                    
                                    
                                    
                                    192,792Consulting
      fees
                                    
                                    
                                    184,809
                                    
                                    
                                    
                                    10,000
                                    
                                    
                                    
                                    194,809Management
      services
                                    
                                    
                                    –
                                    
                                    
                                    
                                    5,500
                                    
                                    
                                    
                                    12,750Impairment
      of mineral property costs
                                    
                                    
                                    444
                                    
                                    
                                    
                                    1,116,930
                                    
                                    
                                    
                                    1,121,074Mineral
      property costs
                                    
                                    
                                    13,703
                                    
                                    
                                    
                                    6,000
                                    
                                    
                                    
                                    19,778Rent
                                    
                                    
                                    6,000
                                    
                                    
                                    
                                    2,544
                                    
                                    
                                    
                                    12,372Total
      Operating Expenses
                                    
                                    
                                    267,348
                                    
                                    
                                    
                                    1,224,237
                                    
                                    
                                    
                                    1,553,575Interest
      Expense
                                    
                                    
                                    8,535
                                    
                                    
                                    
                                    –
                                    
                                    
                                    
                                    8,535Net
      Loss
                                    
                                    
                                    (275,883
                                    )
                                    
                                    
                                    (1,224,237
                                    )
                                    
                                    
                                    (1,562,110
                                    )Net
      Loss Per Share – Basic and Diluted
                                    
                                    
                                    (0.01
                                    )
                                    
                                    
                                    (0.01
                                    )
                                    
                                    
                                    N/AWeighted
      Average Common Shares Outstanding
                                    
                                    
                                    32,250,000
                                    
                                    
                                    
                                    89,390,000
                                    
                                    
                                    
                                    N/AStatement
      of Other Comprehensive LossNet
      Loss
                                    
                                    
                                    (275,883
                                    )
                                    
                                    
                                    (1,224,237
                                    )
                                    
                                    
                                    (1,562,110
                                    )Foreign
      currency translation adjustment
                                    
                                    
                                    (156
                                    )
                                    
                                    
                                    –
                                    
                                    
                                    
                                    (156
                                    )Total
      Comprehensive Loss
                                    
                                    
                                    (276,039
                                    )
                                    
                                    
                                    (1,224,237
                                    )
                                    
                                    
                                    (1,562,266
                                    )




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





F-3





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Statements
of Cash Flows


(Expressed
in US dollars)




For the Year
                                Ended
                                November 30,
                                2009
                                $
                              
                              
                              For the
                                Year
                                Ended
                                November
                                30,
                                2008
                                $
                              
                              
                              Accumulated from
                                September 12,
                                2006(Date of
                                Inception)
                                to November 30,
                                2009
                                $Cash
      Flows From Operating ActivitiesNet
      loss for the period
                              
                              
                              (275,883
                              )
                              
                              
                              (1,224,237
                              )
                              
                              
                              (1,562,110
                              )Adjustments
      to reconcile net loss to net cash used in operating
      activities:Donated
      services and expenses
                              
                              
                              6,000
                              
                              
                              
                              6,250
                              
                              
                              
                              19,500Impairment
      of mineral property costs
                              
                              
                              444
                              
                              
                              
                              1,116,930
                              
                              
                              
                              1,117,374Amortization
      of discount
                              
                              
                              8,536
                              
                              
                              
                              –
                              
                              
                              
                              11,232Share-based
      compensation
                              
                              
                              184,809
                              
                              
                              
                              10,000
                              
                              
                              
                              194,809Changes
      in operating assets and liabilities:Prepaid
      expenses
                              
                              
                              471
                              
                              
                              
                              242
                              
                              
                              
                              –Accounts
      payable and accrued liabilities
                              
                              
                              35,890
                              
                              
                              
                              5,674
                              
                              
                              
                              45,284Net
      Cash Used In Operating Activities
                              
                              
                              (39,733
                              )
                              
                              
                              (85,141
                              )
                              
                              
                              (173,911
                              )Cash
      Flows From Investing ActivitiesMineral
      property costs
                              
                              
                              (444
                              )
                              
                              
                              (50,000
                              )
                              
                              
                              (50,444
                              )Net
      Cash Used In Investing Activities
                              
                              
                              (444
                              )
                              
                              
                              (50,000
                              )
                              
                              
                              (50,444
                              )Cash
      Flows From Financing ActivitiesAdvances
      from related party
                              
                              
                              47,630
                              
                              
                              
                              29,376
                              
                              
                              
                              119,524Bank
      indebtedness
                              
                              
                              (8,612
                              )
                              
                              
                              8,872
                              
                              
                              
                              260Proceed
      from the sale of common stock
                              
                              
                              –
                              
                              
                              
                              –
                              
                              
                              
                              105,050Net
      Cash Provided By Financing Activities
                              
                              
                              39,018
                              
                              
                              
                              38,248
                              
                              
                              
                              224,834Effect
      of Exchange Rate Changes on Cash
                              
                              
                              (156
                              )
                              
                              
                              –
                              
                              
                              
                              (156
                              )Increase
      (decrease) in Cash
                              
                              
                              (1,315
                              )
                              
                              
                              (96,893
                              )
                              
                              
                              323Cash
      - Beginning of Period
                              
                              
                              1,638
                              
                              
                              
                              98,531
                              
                              
                              
                              –Cash
      - End of Period
                              
                              
                              323
                              
                              
                              
                              1,638
                              
                              
                              
                              323Supplemental
      DisclosuresInterest
      paid
                              
                              
                              –
                              
                              
                              
                              –
                              
                              
                              
                              –Income
      taxes paid
                              
                              
                              –
                              
                              
                              
                              –
                              
                              
                              
                              –Non-Cash
      Financing and Investing ActivitiesPromissory
      note issued for mineral property
                              
                              
                              –
                              
                              
                              
                              70,000
                              
                              
                              
                              70,000Common
      stock issued for mineral property
                              
                              
                              –
                              
                              
                              
                              120,000
                              
                              
                              
                              120,000Preferred
      stock issued for mineral property
                              
                              
                              –
                              
                              
                              
                              744,000
                              
                              
                              
                              744,000Common
      stock issued for services and prepaid expenses
                              
                              
                              –
                              
                              
                              
                              120,000
                              
                              
                              
                              120,000




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





F-4





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Consolidated
Statement of Stockholders’ Equity (Deficit)


For the
Period from September 12, 2006 (Date of Inception) to November 30,
2009


(Expressed
in US dollars)


DeficitAccumulated
                          
                          
                          AccumulatedConvertible
                          
                          
                          
                          
                          
                          
                          
                          
                          Additional
                          
                          
                          
                          
                          
                          Other
                          
                          
                          During thePreferred Stock
                          
                          
                          Common Stock
                          
                          
                          Paid-in
                          
                          
                          Donated
                          
                          
                          Comprehensive
                          
                          
                          Exploration
                          
                          
                          ExplorationShares
                          
                          
                          Par Value
                          
                          
                          Shares
                          
                          
                          Par Value
                          
                          
                          Capital
                          
                          
                          Capital
                          
                          
                          Income
                          
                          
                          Stage
                          
                          
                          Total#
                          
                          
                          $
                          
                          
                          #
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $
                          
                          
                          $Balance
      – September 12, 2006 (Date of Inception)
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –Shares
      issued for cash at $0.0000004 per share
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          125,000,000
                          
                          
                          
                          1,250
                          
                          
                          
                          (1,200
                          )
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          50Donated
      services
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          1,250
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          1,250Net
      loss for the period
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (5,999
                          )
                          
                          
                          (5,999
                          )Balance
      – November 30, 2006
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          125,000,000
                          
                          
                          
                          1,250
                          
                          
                          
                          (1,200
                          )
                          
                          
                          1,250
                          
                          
                          
                          –
                          
                          
                          
                          (5,999
                          )
                          
                          
                          (4,699
                          )Shares
      issued for cash at $0.004 per share
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          26,250,000
                          
                          
                          
                          262
                          
                          
                          
                          104,738
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          105,000Donated
      services
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,000
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,000Net
      loss for the year
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (55,991
                          )
                          
                          
                          (55,991
                          )Balance
      – November 30, 2007
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          151,250,000
                          
                          
                          
                          1,512
                          
                          
                          
                          103,538
                          
                          
                          
                          7,250
                          
                          
                          
                          –
                          
                          
                          
                          (61,990
                          )
                          
                          
                          50,310Cancellation
      of shares
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (121,000,000
                          )
                          
                          
                          (1,210
                          )
                          
                          
                          1,210
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –Shares
      issued for services at $0.12 per share
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          1,000,000
                          
                          
                          
                          10
                          
                          
                          
                          119,990
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          120,000Shares
      issued for mineral property at $0.12 per share
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          1,000,000
                          
                          
                          
                          10
                          
                          
                          
                          119,990
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          120,000Shares
      issued for mineral property at $0.024 per share
                          
                          
                          31,000,000
                          
                          
                          
                          310
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          743,690
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          744,000Donated
      services and expenses
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,250
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,250Net
      loss for the year
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          
                          
                          
                          
                          (1,224,237
                          )
                          
                          
                          (1,224,237
                          )Balance
      – November 30, 2008
                          
                          
                          31,000,000
                          
                          
                          
                          310
                          
                          
                          
                          32,250,000
                          
                          
                          
                          322
                          
                          
                          
                          1,088,418
                          
                          
                          
                          13,500
                          
                          
                          
                          –
                          
                          
                          
                          (1,286,227
                          )
                          
                          
                          (183,677
                          )Donated
      rent
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,000
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          6,000Re-valuation
      of share-based compensation services at $0.24 per share
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          74,809
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          74,809Foreign
      currency translation
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (156
                          )
                          
                          
                          
                          
                          
                          
                          (156
                          )Net
      loss for the year
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          –
                          
                          
                          
                          (275,883
                          )
                          
                          
                          (275,883
                          )Balance
      – November 30, 2009
                          
                          
                          31,000,000
                          
                          
                          
                          310
                          
                          
                          
                          32,250,000
                          
                          
                          
                          322
                          
                          
                          
                          1,163,227
                          
                          
                          
                          19,500
                          
                          
                          
                          (156
                          )
                          
                          
                          (1,562,110
                          )
                          
                          
                          (378,907
                          )




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




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





F-5





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2009


(Expressed
in US dollars)





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
Financial Accounting Standards Board (“FASB”) Accounting Standards Codification
(“ASC”) 915, “Development
Stage Entities”. The Company has acquired a mineral property located in
the province of British Columbia, Canada, and has not yet determined whether
this property contains reserves that are economically recoverable.





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





These
consolidated financial statements have been prepared on a going concern basis,
which implies the Company will continue to realize its assets and discharge its
liabilities in the normal course of business. The Company has not generated any
revenue since inception and has never paid any dividends and is unlikely to pay
dividends or generate earnings in the immediate or foreseeable future. The
continuation of the Company as a going concern is dependent upon the continued
financial support from its shareholders, the ability of the Company to obtain
necessary equity financing to continue operations, and the attainment of
profitable operations. As at November 30, 2009, the Company has a working
capital deficit of $378,907 and has accumulated losses of $1,562,110 since
inception. These factors raise substantial doubt regarding the Company’s ability
to continue as a going concern. These consolidated financial statements do not
include any adjustments to the recoverability and classification of recorded
asset amounts and classification of liabilities that might be necessary should
the Company be unable to continue as a going concern.





2.
            Summary of Significant Accounting
      Policies





a)
            Basis of
      Presentation





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





b)
            Use of
      Estimates





The
preparation of financial statements in conformity with US generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the reporting period. The
Company regularly evaluates estimates and assumptions related to the
recoverability of mineral property costs, imputed interest, donated expenses,
stock-based compensation and deferred income tax asset valuation allowances. The
Company bases its estimates and assumptions on current facts, historical
experience and various other factors that it believes to be reasonable under the
circumstances, the results of which form the basis for making judgments about
the carrying values of assets and liabilities and the accrual of costs and
expenses that are not readily apparent from other sources. The actual results
experienced by the Company may differ materially and adversely from the
Company’s estimates. To the extent there are material differences between the
estimates and the actual results, future results of operations will be
affected.





c)
            Cash and Cash
      Equivalents





The
Company considers all highly liquid instruments with maturity of three months or
less at the time of issuance to be cash equivalents.





d)
            Earnings (Loss) Per
      Share





The
Company computes net earnings (loss) per share in accordance with ASC 260 "Earnings per Share". ASC 260
requires presentation of both basic and diluted earnings per share (“EPS”) on
the face of the income statement. Basic EPS is computed by dividing net earnings
(loss) available to common shareholders (numerator) by the weighted average
number of shares outstanding (denominator) during the period. Diluted EPS gives
effect to all dilutive potential common shares outstanding during the period
using the treasury stock method and convertible preferred stock using the
if-converted method. In computing diluted EPS, the average stock price for the
period is used in determining the number of shares assumed to be purchased from
the exercise of stock options or warrants. Diluted EPS excludes all dilutive
potential shares if their effect is anti dilutive.





F-6





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2008


(Expressed
in US dollars)





2.
            Summary of Significant Accounting
      Policies (continued)





e)
            Comprehensive
      Loss





ASC 220
“Reporting Comprehensive
Income,” establishes standards for the reporting and display of
comprehensive loss and its components in the financial statements. As at
November 30, 2009, the Company’s only component of comprehensive loss was
foreign currency translation adjustment.





f)
            Mineral
      Property Costs





The
Company has been in the exploration stage since its inception and has not yet
realized any revenues from its planned operations. It is primarily engaged in
the acquisition and exploration of mining properties. Mineral property
exploration costs are expensed as incurred. Mineral property acquisition costs
are initially capitalized when incurred using the guidance in EITF 04-02, “Whether Mineral Rights Are Tangible or Intangible
Assets”. The Company assesses the carrying costs for impairment under ASC
360 “Property, Plant, and Equipment” at
each fiscal quarter end. When it has been determined that a mineral property can
be economically developed as a result of establishing proven and probable
reserves, the costs then incurred to develop such property, are capitalized.
Such costs will be amortized using the units-of-production method over the
estimated life of the probable reserve. If mineral properties are subsequently
abandoned or impaired, any capitalized costs will be charged to
operations.





g)
            Long-lived
      Assets





In
accordance with ASC 360 “Property, Plant, and
Equipment”, the Company tests long-lived assets or asset groups for
recoverability when events or changes in circumstances indicate that their
carrying amount may not be recoverable. Circumstances which could trigger a
review include, but are not limited to: significant decreases in the market
price of the asset; significant adverse changes in the business climate or legal
factors; accumulation of costs significantly in excess of the amount originally
expected for the acquisition or construction of the asset; current period cash
flow or operating losses combined with a history of losses or a forecast of
continuing losses associated with the use of the asset; and current expectation
that the asset will more likely than not be sold or disposed significantly
before the end of its estimated useful life. Recoverability is assessed based on
the carrying amount of the asset and its fair value which is generally
determined based on the sum of the undiscounted cash flows expected to result
from the use and the eventual disposal of the asset, as well as specific
appraisal in certain instances. An impairment loss is recognized when the
carrying amount is not recoverable and exceeds fair value.





h)
            Asset
      Retirement Obligations





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





i)
            Financial
      Instruments





ASC 820
“Fair Value
Measurements” requires an entity to maximize the use of observable inputs
and minimize the use of unobservable inputs when measuring fair value. ASC 820
establishes a fair value hierarchy based on the level of independent, objective
evidence surrounding the inputs used to measure fair value. A financial
instrument’s categorization within the fair value hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. ASC 820
prioritizes the inputs into three levels that may be used to measure fair
value:





Level
1


Level 1
applies to assets or liabilities for which there are quoted prices in active
markets for identical assets or liabilities.





Level
2


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





2.
            Summary
      of Significant Accounting Policies
(continued)





i)
            Financial
      Instruments and Fair Value Measures
(continued)





Level
3


Level 3
applies to assets or liabilities for which there are unobservable inputs to the
valuation methodology that are significant to the measurement of the fair value
of the assets or liabilities.


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





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





j)
            Income
    Taxes





The
Company accounts for income taxes using the asset and liability method in
accordance with ASC 740, “Income Taxes”. The asset and
liability method provides that deferred tax assets and liabilities are
recognized for the expected future tax consequences of temporary differences
between the financial reporting and tax bases of assets and liabilities, and for
operating loss and tax credit carry-forwards. Deferred tax assets and
liabilities are measured using the currently enacted tax rates and laws that
will be in effect when the differences are expected to reverse. The Company
records a valuation allowance to reduce deferred tax assets to the amount that
is believed more likely than not to be realized.





F-7





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2008


(Expressed
in US dollars)





2.
            Summary of Significant Accounting
      Policies (continued)





k)
            Foreign Currency
      Translation





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





l)
            Stock-based
      Compensation





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





m)
            Recent Accounting
      Pronouncements





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





In June
2009, the FASB issued guidance now codified as ASC 105, Generally Accepted
Accounting Principles, as the single source of authoritative accounting
principles recognized by the FASB to be applied by nongovernmental entities in
the preparation of financial statements in conformity with U.S. GAAP, aside from
those issued by the SEC. ASC 105 does not change current U.S. GAAP, but is
intended to simplify user access to all authoritative U.S. GAAP by providing all
authoritative literature related to a particular topic in one
place.  The adoption of ASC 105 did not have a material impact on the
Company’s financial statements, but did eliminate all references to
pre-codification standards.





The
Company has implemented all new accounting pronouncements that are in effect and
that may impact its financial statements and does not believe that there are any
other new accounting pronouncements that have been issued that might have a
material impact on its financial position or results of operations.





F-8





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2008


(Expressed
in US dollars)





2.
            Summary of Significant Accounting
      Policies (continued)





3.
            Related Party
      Transactions




a)
            For
      the year ended November 30, 2009, the Company recognized $Nil (2008 -
      $5,500) for donated services provided by the former President of the
      Company and incurred $Nil (November 30, 2008 - $2,544) in rent to a
      company controlled by the former President of the
  Company.




b)
            For
      the year ended November 30, 2009, the Company incurred $6,000 (2008 -
      $Nil) in donated rent to a company controlled by the President of the
      Company, and is indebted to the President for $51,780 (2008 - $4,150) for
      advances and expenses paid for on behalf of the Company, which is
      non-interest bearing, unsecured and due on
  demand.




c)
            As
      at November 30, 2009, the Company is indebted to the Chief Executive
      Officer of the Company for $2,530 (2008 - $2,530) for expenses paid for on
      behalf of the Company, which is non-interest bearing, unsecured and due on
      demand.





F-9





Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2008


(Expressed
in US dollars)





4.
            Loans
    Payable





a)
            As
      of November 30, 2009, the Company is indebted to the former President of
      the Company for $44,917 (2008 - $44,917) for cash advances and expenses
      paid for on behalf of the Company, which is non-interest bearing,
      unsecured and due on demand.


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


c)
            On
      July 25, 2008, the Company received a $70,000 loan which is non-interest
      bearing, unsecured and due on July 25, 2010. As at November 30, 2009, an
      implicit interest rate of 15% was recognized resulting in a discount of
      $5,541 (2008 - $14,077) on the date of the loan. As at November 30, 2009,
      the Company has accreted $11,528 of the discount bring the carrying value
      of the loan to $64,459.





5.
            Mineral
      Properties




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




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




ii.
            $70,000
      payable before April 18, 2008 (paid by loan payable
  and




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




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




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




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




c)
            On
      January 19, 2009, the Company acquired through its wholly-owned subsidiary
      Chancery Canada, a 100% interest in certain mineral interests located in
      British Columbia, Canada known as the Fiddler Creek Property by the
      purchase of a Free Miner Certificate for $444 (CDN$500). As at November
      30, 2009, the Company recognized an impairment loss of $444, as it has not
      yet been determined whether there are proven or probable reserves on the
      property.




6.
            Commitments





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





7.
            Common
      Stock


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


b)
            On
      November 6, 2008, the Company entered into a consulting agreement with a
      Director of the Company, for the provision of management and operational
      services for a period of one year. In consideration for these services,
      the Company issued 1,000,000 shares of restricted common stock with a fair
      value of $240,000. For the year ended November 30, 2009, $184,809 (2008 -
      $Nil) was charged to operations.


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




F-10




Chancery
Resources, Inc.


(An
Exploration Stage Company)


Notes to
the Financial Statements


November
30, 2008


(Expressed
in US dollars)





8.
            Income
      Taxes





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





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





Year Ended
                        November 30,
                        2009
                        $
                      
                      
                      Year Ended
                        November 30,
                        2008
                        $Income
      tax recovery at statutory rate
                      
                      
                      96,559
                      
                      
                      
                      428,483Donated
      services and expenses
                      
                      
                      (2,100
                      )
                      
                      
                      (2,188
                      )Valuation
      allowance change
                      
                      
                      (94,459
                      )
                      
                      
                      (426,295
                      )Provision
      for income taxes
                      
                      
                      –
                      
                      
                      
                      –




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





November 30,
                          2009
                          $
                        
                        
                        November 30,
                          2008
                          $Net
      operating losses carried forward
                        
                        
                        539,913
                        
                        
                        
                        445,454Valuation
      allowance
                        
                        
                        (539,913
                        )
                        
                        
                        (445,454
                        )Net
      deferred income tax asset
                        
                        
                        –
                        
                        
                        
                        –





9.
            Subsequent
      Events





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





F-11





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




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




Item
9A(T).   Controls and Procedures




Management’s
Report on Disclosure Controls and Procedures




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




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




Management’s
Report on Internal Control over Financial Reporting




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




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




Changes
in Internal Control over Financial Reporting




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




Item
9B.   Other Information




None.





22





PART
III




Item
10.   Directors, Executive Officers and Corporate
Governance




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





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




Business
Experience




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




Rafael
A. Pinedo




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




Jeffrey
Fanning




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





23





Juan
Restrepo Gutierrez




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




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


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





Mr.
Higgins, age 43, is recognized international leader in training, leadership
development, and multicultural team building.  Founded the Institute
for Effective Leadership. Served as the Director of the Lumen Institute, Dallas,
Texas and founded the Dallas branch.  Trilingual: English, Spanish,
and Italian. Extensive experience in operations and growth of international
non-profit organizations including institutional fundraising and networking.
Obtained undergraduate degree in Physics, Summa Cum Laude at the University of
Dallas, TX. Doctoral track in High Energy Physics, at Purdue University, West
Lafayette, Indiana and degrees in Philosophy and Theology at the Pontifical
University Regina Apostolorum, in Rome, Italy




Family
Relationships




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




Involvement
in Certain Legal Proceedings




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





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





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





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





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




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




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




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





24





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




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


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




Code
of Ethics




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




Audit
Committee and Audit Committee Financial Expert




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




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




Item
11.   Executive Compensation




The
particulars of the compensation paid to the following persons:





(a)
            our principal executive
      officer;





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





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





25





SUMMARY COMPENSATION TABLENameand
                                  and Principal
                                  Position
                                Year
                                Salary
                                  ($)
                                Bonus
                                  ($)
                                Stock
                                  Awards
                                  ($)
                                Option
                                  Awards
                                  ($)
                                Non-Equity
                                  Incentive
                                  Plan
                                  Compensa-
                                  tion($)
                                Change in
                                  Pension
                                  Value and
                                  Nonqualified
                                  Deferred
                                  Compensation
                                  Earnings($)
                                All
                                  Other
                                  Compensa-
                                  tion($)
                                Total($)Juan
      Restrepo
                                2009
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                NilGutierrez
      ChiefExecutive
      Officer,Chief
      FinancialOfficer,
      Secretary, Treasurerand
      Former President 1)
                                2008
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/AGeoffrey
                                2009
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                NilGachallan
      Former President, Secretary and Treasurer (2)
                                2008
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/ARafael
      A. Pinedo
                                2009
                                Nil
                                Nil
                                10,000
      (5)
                                Nil
                                Nil
                                Nil
                                Nil
                                10,000President
      and Director (3)
                                2008
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/AJeffrey
      Fanning
                                2009
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                Nil
                                NilVice
      President of Exploration and Director (4)
                                2008
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A
                                N/A




(1)
            Mr. Restrepo Gutierrez was
      appointed as our President, Chief Executive Officer, Chief Financial
      Officer, Secretary, Treasurer and a Director on January 9, 2008. On
      October 16, 2008, Mr. Restrepo Gutierrez resigned as a director and
      President.





(2)
            Mr. Gachallan resigned as our
      President, Chief Executive Officer, Chief Financial Officer, Secretary and
      Treasurer of on January 9,
2008.





(3)
            Mr. Pinedo was appointed as our
      President and a Director on October 16,
  2008.





(4)
            Mr. Fanning was appointed as our
      Vice President of Exploration and a Director on October 16,
      2008.





(5)
            On November 6, 2008, we entered
      into a consulting agreement with Rafael Pinedo, our President. The term of
      the agreement is for a period of one year and in consideration for the
      services to be provided we issued 1,000,000 restricted shares of our
      common stock to Mr. Pinedo.





26





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




On
November 6, 2008, we entered into a consulting agreement with Rafael Pinedo, our
President. The term of the agreement is for a period of one year and in
consideration for the services to be provided we issued 1,000,000 restricted
shares of our common stock to Mr. Pinedo.




Stock
Option Grants to our Named Executive Officers




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




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




Outstanding
Equity Awards at Fiscal Year End




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




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




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




Compensation
of Directors




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




Pension,
Retirement or Similar Benefit Plans




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




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




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




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




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





27





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




(1)
            Under Rule 13d-3, a beneficial
      owner of a security includes any person who, directly or indirectly,
      through any contract, arrangement, understanding, relationship, or
      otherwise has or shares: (i) voting power, which includes the power to
      vote, or to direct the voting of shares; and (ii) investment power, which
      includes the power to dispose or direct the disposition of shares. Certain
      shares may be deemed to be beneficially owned by more than one person (if,
      for example, persons share the power to vote or the power to dispose of
      the shares). In addition, shares are deemed to be beneficially owned by a
      person if the person has the right to acquire the shares (for example,
      upon exercise of an option) within 60 days of the date as of which the
      information is provided. In computing the percentage ownership of any
      person, the amount of shares outstanding is deemed to include the amount
      of shares beneficially owned by such person (and only such person) by
      reason of these acquisition rights. As a result, the percentage of
      outstanding shares of any person as shown in this table does not
      necessarily reflect the person’s actual ownership or voting power with
      respect to the number of shares of common stock actually outstanding on
      February 23, 2009. As of February 23, 2010, there were 32,250,000 shares
      of our company’s common stock issued and
    outstanding.





(2)
            Includes 5,000,000 shares of
      common stock issuable to Rafael A. Pinedo upon exchange of 25,000,000
      shares of our Series A Preferred
Stock.





(3)
            BNP Resources LLP is controlled
      by Jeffrey Fanning, a director of our
  company.





(4)
            Includes 1,200,000 shares of
      common stock issuable to BNP Resources LLP upon exchange of 6,000,000
      shares of our Series A Preferred
Stock.





28





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




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




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




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




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




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




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




Director
Independence




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




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




Item
14. Principal Accounting Fees and Services




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





29





Year EndedNovember 30, 2009
                  
                  
                  November 30, 2008Audit
      Fees
                  
                  $
                  14,118
                  
                  
                  $
                  12,600Audit
      Related Fees
                  
                  Nil
                  
                  
                  NilTax
      Fees
                  
                  Nil
                  
                  
                  NilAll
      Other Fees
                  
                  Nil
                  
                  
                  NilTotal
                  
                  Nil
                  
                  
                  Nil




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




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





30





PART
IV




Item
15. Exhibits, Financial Statement Schedules





(a)
            Financial
      Statements





(1)
            Financial statements for our
      company are listed in the index under Item 8 of this
      document





(2)
            All financial statement schedules
      are omitted because they are not applicable, not material or the required
      information is shown in the financial statements or notes
      thereto.





(b)         Exhibits




Exhibit
              DescriptionNumber(31)
              Rule
      13a-14(a)/15d-14(a) Certifications31.1*
              Section
      302 Certification under Sarbanes-Oxley Act of 2002 of Rafael
      Pinedo31.2*
              Section 302 Certification under
      Sarbanes-Oxley Act of 2002 of Juan Restrepo
    Gutierrez(32)
              Section
      1350 Certifications32.1*
              Section 906 Certification under
      Sarbanes-Oxley Act of 2002 of Rafael Pinedo32.2*
              Section 906 Certification under
      Sarbanes-Oxley Act of 2002 of Juan Restrepo
    Gutierrez




*filed
herewith.





31





SIGNATURES




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




CHANCERY
RESOURCES INC.




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




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




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





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




32