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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, 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 endedNovember 30,
2008

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

For the transition period from [      ]
to [      ]

Commission file number 000-51163

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

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

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

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

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

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

Indicate by check mark if the registrant is a well-known
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 ActYes [   ]    No [X]

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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 23, 2009 was $191,750 based on
a $0.01 closing price for the Common Stock on February 23, 2009. For purposes of
this computation, all executive officers and directors have been deemed to
be affiliates. Such determination should not be deemed to be an admission
that such executive officers and directors are, in fact, affiliates of the
Registrant.

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, 2009

DOCUMENTS INCORPORATED BY REFERENCE

None.

2

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TABLE OF CONTENTS

|Item
      1.     | Business                                                                                                                 | 4 
|----------------- | ------------------------------------------------------------------------------------------------------------------------ | --
|                  |                                                                                                                          |   
|Item
      1A.    | Risk
      Factors                                                                                                       | 11
|                  |                                                                                                                          |   
|Item
      1B.    | Unresolved
      Staff Comments                                                                                          | 15
|                  |                                                                                                                          |   
|Item
      2.     | Properties                                                                                                               | 15
|                  |                                                                                                                          |   
|Item
      3.     | Legal
      Proceedings                                                                                                  | 15
|                  |                                                                                                                          |   
|Item
      4.     | Submission
      of Matters to a Vote of Security Holders                                                                | 15
|                  |                                                                                                                          |   
|Item
      5.     | Market
      for Registrants Common Equity, Related Stockholder Matters and Issuer
      Purchases of Equity Securities | 15
|                  |                                                                                                                          |   
|Item
      6.     | Selected
      Financial Data                                                                                            | 16
|                  |                                                                                                                          |   
|Item
      7.     | Managements
      Discussion and Analysis of Financial Condition and Results of Operations                              | 16
|                  |                                                                                                                          |   
|Item
      7A.    | Quantitative
      and Qualitative Disclosures About Market Risk                                                         | 21
|                  |                                                                                                                          |   
|Item
      8.     | Financial
      Statements and Supplementary Data                                                                        | 21
|                  |                                                                                                                          |   
|Item
      9.     | Changes
      in and Disagreements With Accountants on Accounting and Financial
      Disclosure                         | 28
|                  |                                                                                                                          |   
|Item
      9A(T). | Controls
      and Procedures                                                                                            | 28
|                  |                                                                                                                          |   
|Item
      9B.    | Other
      Information                                                                                                  | 28
|                  |                                                                                                                          |   
|Item
      10.    | Directors,
      Executive Officers and Corporate Governance                                                             | 29
|                  |                                                                                                                          |   
|Item
      11.    | Executive
      Compensation                                                                                             | 31
|                  |                                                                                                                          |   
|Item
      12.    | Security
      Ownership of Certain Beneficial Owners and Management and Related
      Stockholder Matters               | 33
|                  |                                                                                                                          |   
|Item
      13.    | Certain
      Relationships and Related Transactions, and Director Independence                                          | 35
|                  |                                                                                                                          |   
|Item
      14.    | Principal
      Accounting Fees and Services                                                                             | 35
|                  |                                                                                                                          |   
|Item
      15.    | Exhibits,
      Financial Statement Schedules                                                                            | 37

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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
104, Dallas, Texas 75001. Our telephone number is (214) 288-9897.

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.          

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

Effective April 4, 2008, we entered into an amending agreement
with Altos de Amador wherein the terms of profit split have been amended so
that, upon commencement of mining operations, all profits from the sale of ore
shall be split 60% to our company and 40% to the vendor. Upon our company having
paid a further $210,000, in addition to the funds payable pursuant to the terms
of the mining acquisition agreement, such profits shall then be split 90% to our
company and 10% to the vendor. Our company will have the right to acquire the
vendors 10% profit interest at any time upon payment of an additional $370,000.
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 Cafatel mine and deduct these
amounts from the final $150,000 payment.

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.

5

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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.

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
    10/04/2009


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.

6

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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.

7

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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.

8

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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
    01/19/2010


Below is a map of the Fiddler Creek Property:



9

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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.

10

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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 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

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.

11

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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.

12

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

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

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

Risks Related To Our Company

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

We have been in the business of exploring mineral resource
properties since September 2006 and we have not yet located any mineral reserve.
As a result, we have never had any revenues from our operations. In addition,
our operating history has been restricted to the acquisition and exploration of
our mineral properties and this does not provide a meaningful basis for an
evaluation of our prospects if we ever determine that we have a mineral reserve
and commence the construction and operation of a mine. We have no way to
evaluate the likelihood of whether our mineral properties contain any mineral
reserve or, if they do that we will be able to build or operate a mine
successfully. We anticipate that we will continue to incur operating costs
without realizing any revenues during the period when we are exploring our
properties. 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 $1,638
as of November 30, 2008. At November 30, 2008, we had working capital deficit of
$107,754. We incurred a net loss of $1,224,237 for the year ended November 30,
2008 and $1,286,227 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 23, 2009, 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.

13

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Risks Associated with Our Common Stock



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

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

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

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

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

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.

14

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

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, 2008
      $0.40
      $0.10August 31, 2008
      $0.76
      $0.14May 31, 2008
      $0.75
      $0.75February 29, 2008
      $N/A(2)
      $N/A(2)November 30, 2007
      $N/A(2)
      $N/A(2)August 31, 2007
      $N/A(2)
      $N/A(2)May 31, 2007
      $N/A(2)
      $N/A(2)February 28, 2007
      $N/A(2)
      $N/A(2)


15

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


> (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 October 31, 2008, the shareholders' list showed 32
registered shareholders, 30,250,000 common shares and noSeries 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 2009 starts for more detailed sampling and mapping of the area.  Our ultimate objective is to become a producer of gold, silver and possibly other associated base metals. We are unable at this time to predict when, if ever, that objective will be achieved.

Purchase of Significant Equipment

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

16

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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, 2008
and 2007

The following summary of our results of operations should be
read in conjunction with our audited financial statements for the years ended
November 30, 2008 and 2007.

Our operating results for the years ended November 30, 2008 and
2007 are summarized as follows:

| |                |   | Year Ended  | 
| | -------------- | - | ----------- | 
| |                |   | November 30 | 
| |                |   | 2008        | 
| | Revenue        | $ | Nil         | 
| | Total Expenses | $ | 1,224,237   | 
| | Net Loss       | $ | 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, 2008 and November
30, 2007 are outlined in the table below:

| |                                      |   | Year Ended  | 
| | ------------------------------------ | - | ----------- | 
| |                                      |   | November 30 | 
| |                                      |   | 2008        | 
| | General and administrative           | $ | 83,263      | 
| | Consulting fees                      | $ | 10,000      | 
| | Management services                  | $ | 5,500       | 
| | Impairment of mineral property costs | $ | 1,116,930   | 
| | Mineral property costs               | $ | 6,000       | 
| | Rent                                 | $ | 2,544       | 

17

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

Liquidity and Financial Condition

As of November 30, 2008, our total assets were $112,109and our total liabilities were $295,786 and we had a working capital deficit
of $107,754. Our financial statements report a net loss of $1,224,237 for the
year ended November 30, 2008, 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 Flows                                          |   |          |   |   |          |  
| | --------------------------------------------------- | - | -------- | - | - | -------- | -
| |                                                     |   | At       |   |   | At       |  
| |                                                     |   | November |   |   | November |  
| |                                                     |   | 30, 2008 |   |   | 30, 2007 |  
| | Net Cash (Used in) Operating Activities             | $ | (75,765  | ) | $ | (32,768  | )
| | Net Cash Provided by (Used In) Investing Activities | $ | (50,000  | ) | $ | Nil      |  
| | Net Cash Provided by Financing Activities           | $ | 28,872   |   | $ | 115,009  |  
| | Increase In Cash During The Period                  | $ | (96,893  | ) | $ | 82,241   |  

We had a working capital deficit of $107,754 as of November 30,
2008 compared to working capital surplus of $50,310 as of November 30, 2007.

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 July 31, 2008, our independent auditors included
an explanatory paragraph regarding concerns about our ability to continue as a
going concern. Our financial statements contain additional note disclosure
describing the circumstances that lead to this disclosure by our independent
auditors.

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

18

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assumptions that affect the reported amounts of assets,
liabilities, revenue, and expenses. These estimates and assumptions are affected
by managements application of accounting policies. We believe that
understanding the basis and nature of the estimates and assumptions involved
with the following aspects of our financial statements is critical to an
understanding of our financial statements.

Mineral Property Costs

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.

Stock-based Compensation

19

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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.

20

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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

21

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Chancery Resources, Inc. (An Exploration Stage Company)
November 30, 2008



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

1

---



ReportofIndependentRegisteredPublicAccountingFirm

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

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

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, 2008 and 2007, 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, 2008 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/ MANNING ELLIOTT LLP

CHARTERED ACCOUNTANTS

Vancouver, Canada

February 23, 2009

F-1

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



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

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

F-2



---

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

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

(The 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)

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

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

F-4

---

Chancery Resources, Inc. (An Exploration Stage Company)
Statement of Stockholders Equity (Deficit) For the Period from
September 12, 2006 (Date of Inception) to November 30, 2008 (Expressed in US
dollars)

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

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, 2008 
  (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 Statement of Financial Accounting Standard (“SFAS”) No. 7, “Accounting and Reporting for Development Stage Enterprises”. The Company has acquired a mineral properties located in the province of British Columbia, Canada,  and Antioquia, Colombia and has not yet determined whether these properties contain reserves that are economically recoverable.
  These financial statements have been prepared on a going concern basis, which implies the Company will continue to realize its assets and discharge its liabilities in the normal course of business. The Company has not generated any revenue since inception and has never paid any dividends and is unlikely to pay dividends or generate earnings in the immediate or foreseeable future. The continuation of the Company as a going concern is dependent upon the continued financial support from its shareholders, the ability of the Company to obtain necessary equity financing to continue operations, and the attainment of profitable operations. As at November 30, 2008, the Company has a working capital deficit of $107,754 and has accumulated losses of $1,286,227 since inception. These factors raise substantial doubt regarding the Company’s ability to continue as a going concern. These financial statements do not include any adjustments to the recoverability and classification of recorded asset amounts and classification of liabilities that might be necessary should the Company be unable to continue as a going concern.
  On June 8, 2007, the Company filed an amended SB-2 Registration Statement with the United States Securities and Exchange Commission that was declared effective on June 12, 2007 to offer up to 50,000,000 shares of common stock at $0.004 per share to raise proceeds of $200,000. On September 20, 2007, the Company issued 26,250,000 shares of common stock at $0.004 per share for gross proceeds of $105,000.
  Management plans to continue exploration of the El Cafetal property at the same time that the Company undertakes efforts to place the property into production. As we intend to continue exploration at the El Cafetal Project for the foreseeable future, we are moving forward with our plans to make improvements to the property . The Company recently completed preliminary sampling and chemical analyses on the El Cafatel property.  The Company also intends to begin exploration of the HCL and Fiddler Creek properties in fiscal  2009.   Our ultimate objective is to become a producer of gold, silver and possibly other associated base metals. We are unable at this time to predict when, if ever, that objective will be achieved.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|2. | Summary of Significant Accounting Policies                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
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|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    

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)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | f)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | g)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | h)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | i)                                                        
|   |                                                           
|   |                                                           
|   |                                                           
|   | j)                                                        
|   |                                                           
|   |                                                           

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 SFAS No. 52 Foreign Currency
      Translation.Monetary assets and liabilities denominated in foreign
      currencies are translated using the exchange rate prevailing at the
      balance sheet date. Non-monetary assets and liabilities denominated in
      foreign currencies are translated at rates of exchange in effect at the
      date of the transaction. Average monthly rates are used to translate
      revenues and expenses. Gains and losses arising on translation or
      settlement of foreign currency denominated transactions or balances are
      included in the determination of income.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | l) | Stock-based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | The Company records stock-based compensation in
      accordance with SFAS No. 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.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| | m) | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In May 2008, the Financial Accounting Standards Board
      (FASB) issued SFAS No. 163, Accounting for Financial Guarantee
      Insurance Contracts  An interpretation of FASB Statement No. 60.SFAS No. 163 requires that an insurance enterprise recognize a claim
      liability prior to an event of default when there is evidence that credit
      deterioration has occurred in an insured financial obligation. It also
      clarifies how Statement 60 applies to financial guarantee insurance
      contracts, including the recognition and measurement to be used to account
      for premium revenue and claim liabilities, and requires expanded
      disclosures about financial guarantee insurance contracts. It is effective
      for financial statements issued for fiscal years beginning after December
      15, 2008, except for some disclosures about the insurance enterprises
      risk-management activities. SFAS No. 163 requires that disclosures about
      the risk-management activities of the insurance enterprise be effective
      for the first period beginning after issuance. Except for those
      disclosures, earlier application is not permitted. The adoption of this
      statement is not expected to have a material effect on the Companys
      financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In May 2008, the FASB issued SFAS No. 162, The
      Hierarchy of Generally Accepted Accounting Principles.SFAS No. 162
      identifies the sources of accounting principles and the framework for
      selecting the principles to be used in the preparation of financial
      statements of nongovernmental entities that are presented in conformity
      with generally accepted accounting principles in the United States. It is
      effective 60 days following the SECs approval of the Public Company
      Accounting Oversight Board amendments to AU Section 411, The Meaning
      of Present Fairly in Conformity With Generally Accepted Accounting
      Principles.The adoption of this statement is not expected to have a
      material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In March 2008, the FASB issued SFAS No. 161,
      Disclosures about Derivative Instruments and Hedging Activities  an
      amendment to FASB Statement No. 133.SFAS No. 161 is intended to
      improve financial standards for derivative instruments and hedging
      activities by requiring enhanced disclosures to enable investors to better
      understand their effects on an entity's financial position, financial
      performance, and cash flows. Entities are required to provide enhanced
      disclosures about: (a) how and why an entity uses derivative instruments;
      (b) how derivative instruments and related hedged items are accounted for
      under SFAS No. 133 and its related interpretations; and (c) how derivative
      instruments and related hedged items affect an entitys financial
      position, financial performance, and cash flows. SFAS No. 161 is effective
      for financial statements issued for fiscal years beginning after November
      15, 2008, with early adoption encouraged. The adoption of this statement
      is not expected to have a material effect on the Company's financial
      statements.                                                                                                                                                       
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
| |    | In December 2007, the FASB issued SFAS No. 141 (revised
      2007), Business Combinations.SFAS No. 141 (revised 2007)
      establishes principles and requirements for how the acquirer of a business
      recognizes and measures in its financial statements the identifiable
      assets acquired, the liabilities assumed, and any non-controlling interest
      in the acquiree. The statement also provides guidance for recognizing and
      measuring the goodwill acquired in the business combination and determines
      what information to disclose to enable users of the financial statements
      to evaluate the nature and financial effects of the business combination.
      SFAS No. 141 (revised 2007) applies prospectively to business combinations
      for which the acquisition date is on or after the beginning of the first
      annual reporting period beginning on or after December 15, 2008. The
      adoption of this statement is not expected to have a material effect on
      the Company's financial statements.                                                                                                                                                                                                                                                                       

F-8

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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)
|-- | ----------------------------------------------------------

| | m) | Recent Accounting Pronouncements (continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | -- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | 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.                                                                                                                                                                                                                                                                                                                                                                                                                               
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In February 2007, the FASB issued SFAS No. 159, The
      Fair Value Option for Financial Assets and Financial Liabilities 
      Including an Amendment of FASB Statement No. 115.This statement
      permits entities to choose to measure many financial instruments and
      certain other items at fair value. Most of the provisions of SFAS No. 159
      apply only to entities that elect the fair value option. However, the
      amendment to SFAS No. 115 Accounting for Certain Investments in Debt
      and Equity Securitiesapplies to all entities with available-for-sale
      and trading securities. SFAS No. 159 is effective as of the beginning of
      an entitys first fiscal year that begins after November 15, 2007. Early
      adoption is permitted as of the beginning of a fiscal year that begins on
      or before November 15, 2007, provided the entity also elects to apply the
      provision of SFAS No. 157, Fair Value Measurements.The adoption
      of this statement did not have a material effect on the Company's
      financial statements.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In September 2006, the FASB issued SFAS No. 157, Fair
      Value Measurements.The objective of SFAS No. 157 is to increase
      consistency and comparability in fair value measurements and to expand
      disclosures about fair value measurements. SFAS No. 157 defines fair
      value, establishes a framework for measuring fair value in generally
      accepted accounting principles, and expands disclosures about fair value
      measurements. SFAS No. 157 applies under other accounting pronouncements
      that require or permit fair value measurements and does not require any
      new fair value measurements. The provisions of SFAS No. 157 are effective
      for fair value measurements made in fiscal years beginning after November
      15, 2007. The adoption of this statement did not have a material effect on
      the Company's financial statements.                                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| |    | In June 2006, the FASB issued FASB Interpretation No. 48,
      Accounting for Uncertainty in Income Taxes, an interpretation of FASB
      Statements No. 109(FIN 48). FIN 48 clarifies the accounting for
      uncertainty in income taxes by prescribing a two-step method of first
      evaluating whether a tax position has met a more likely than not
      recognition threshold and second, measuring that tax position to determine
      the amount of benefit to be recognized in the financial statements. FIN 48
      provides guidance on the presentation of such positions within a
      classified statement of financial position as well as on de-recognition,
      interest and penalties, accounting in interim periods, disclosure, and
      transition. FIN 48 is effective for fiscal years beginning after December
      15, 2006. The adoption of this statement did not have a material effect on
      the Company's financial statements.                                                                                                                           

|3. | Related Party Transactions
|-- | --------------------------
|   |                           
|   | a)                        
|   |                           
|   | b)                        
|   |                           
|   | c)                        
|   |                           
|   | d)                        
|   |                           
|   | e)                        

F-9

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

|4. | Loans Payable                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|5. | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|6. | Commitments                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | On November 6, 2008, the Company entered into a
      consulting agreement with a Director of the Company, for the provision of
      management and operational services for a period of one year. In
      consideration for these services, the Company issued 1,000,000 shares of
      restricted common stock with a fair value of $120,000. As at November 30,
      2008, $10,000 was charged to operations and $110,000 is included in
      prepaid expenses.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|7. | Common Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                     

F-10

---

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

|8. | Convertible Preferred Stock                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | On November 6, 2008, the Company issued 25,000,000 shares
      of restricted preferred stock, convertible to common stock at 5:1 ratio,
      with a fair value of $600,000 to the President of the Company, and
      6,000,000 shares of restricted preferred stock, convertible to common
      stock at 5:1 ratio, with a fair value of $144,000 to a company with common
      directors, pursuant to the mineral property acquisition agreement
      described in Note 5(b).
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|9. | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | The Company has a net operating loss carry-forward of
      approximately $1,273,000 available to offset taxable income in future
      years which commence expiring in fiscal 2026.                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   | 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   |   |  | Year Ended   |  
| | ------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                       |  | November 30, |   |  | November 30, |  
| |                                       |  | 2008         |   |  | 2007         |  
| |                                       |  | $            |   |  | $            |  
| | Income tax recovery at statutory rate |  | 428,483      |   |  | 19,597       |  
| | Donated services and expenses         |  | (2,188       | ) |  | (2,100       | )
| | Valuation allowance change            |  | (426,295     | ) |  | (17,497      | )
| | Provision for
      income taxes      |  |             |   |  |             |  

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

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

|10. | Subsequent Events
|--- | -----------------
|    |                  
|    | a)               
|    |                  
|    | b)               
|    |                  
|    | c)               
|    |                  
|    | d)               

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

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. Our management did not complete its assessment on the effectiveness of
our internal controls over financial reporting as of November 30, 2008 due to
changes in management which occurred late in fiscal 2008.

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, 2008 that
have materially or are reasonably likely to materially affect, our internal
controls over financial reporting.

Item 9B.   Other Information

None.

28

---

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
    President and Director
    40
    October 16, 2008Jeffrey Fanning
    Vice President of Exploration and
      Director
    40
    October 16, 2008Juan Restrepo Gutierrez
    Chief Executive Officer, Chief Financial
      Officer, Secretary and Treasurer
    52
    January 9, 2008


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 serves as a director of CB Resources Ltd.
(CNQ.ICD) a Canadian public company based in Vancouver, Canada and director at
Mineral Hills Industries Ltd. a Canadian public company (TSXV.MHI), he has
assisted as consultant and investor on a number of public companies in the
United States, Canada and United Kingdom in energy and mineral exploration
operations.

Jeffrey 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.

29

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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.

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, 2008, all filing requirements
applicable to our officers, directors and greater than 10% percent beneficial
owners were complied with, with the exception of the following:

30

---

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, 2008 and 2007; 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, 2008 and 2007,

31

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who we will collectively refer to as the named executive
officers of our company, are set out in the following summary compensation
table, except that no disclosure is provided for any named executive officer,
other than our principal executive officers, whose total compensation did not
exceed $100,000 for the respective fiscal year:

SUMMARY
        COMPENSATION TABLENameand PrincipalPosition
      Year
      Salary($)
      Bonus($)
      StockAwards($)
      Option**Awards**($)
      Non-EquityIncentivePlan**Compensa-**tion($)
      Change
        inPensionValue andNonqualifiedDeferred**Compensation**Earnings($)
      AllOther**Compensa-**tion($)
      Total($)Juan Restrepo 
        Gutierrez 
        Chief Executive 
        Officer, Chief 
        Financial Officer, 
        Secretary, 
        Treasurer and 
        Former President (1)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/AGeoffrey 
        Gachallan 
        Former President, 
        Secretary and 
        Treasurer (2)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/ARafael A. Pinedo 
        President and 
        Director (3)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      10,000(5)
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      10,000 
        N/AJeffrey Fanning 
        Vice President of 
        Exploration and 
        Director (4)
      2008 
        2007
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A
      Nil 
        N/A


| | (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.

32

---

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, 2008, 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, 2008 or 2007.

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, 2008 or 2007.

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,
2008 or 2007.

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

33

---

investment power with respect to the shares of common stock,
except as otherwise indicated. Beneficial ownership consists of a direct
interest in the shares of common stock, except as otherwise indicated.

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


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

34

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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, 2008, in
which the amount involved in the transaction exceeded or exceeds the lesser of
$120,000 or one percent of the average of our total assets at the year end for
the last three completed fiscal years.

For the year ended November 30, 2008, the Company recognized
$5,500 (2007 - $6,000) for donated services provided by the former President of
the Company and incurred $1,794 (2007 - $3,303) in rent to a company controlled
by the former President of the Company.

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 Jeffrey Fanning. 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, 2008 and for fiscal year ended November 30, 2007
for professional services rendered by the principal accountant for the audit of
our annual financial statements and review of the financial statements included
in our quarterly reports on Form 10-Q and services that are normally provided by
the accountant in connection with statutory and regulatory filings or
engagements for these fiscal periods were as follows:

35

---

Year
        EndedNovember 30, 2008
      November 30, 2007Audit Fees
      $16,118
      $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.

36

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PART IV

Item 15.   Exhibits, Financial Statement Schedules

|(a) | Financial Statements
|--- | --------------------
|    |                     
|    | (1)                 
|    |                     
|    | (2)                 
|    |                     
|(b) | Exhibits            

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

37

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

*filed herewith.

38

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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 2,
2009



By: /s/ Juan
Restrepo GutierrezJuan
Restrepo Gutierrez, CEO, Secretary, Treasurer and CFO (Principal Financial
Officer and Principal Accounting Officer) 
March 2, 2009

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

39

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