8-K

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of The Securities Exchange Act of 1934

Date of Report (Date of earliest event reported) May 27, 2008

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

Nevada
(State or other jurisdiction of incorporation)

333-141440
(Commission File Number)

N/A
(IRS Employer Identification No.)

422 Richards Street, 3rd Floor, Vancouver, British Columbia Canada V6B 2Z4
(Address of principal executive offices and Zip Code)

778.688.0475
Registrant's telephone number, including area code

N/A
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))

Item 1.01           Entry into a Material Definitive Agreement

On May 27, 2008, Geoffrey Gachallan entered into a share transfer agreement with Juan Restrepo Gutierrez, our president wherein Mr. Gachallan transferred 4,000,000 shares of our common stock to Juan Restrepo Gutierrez. Also on May 27, 2008, we entered into a share cancellation and return to treasury agreement with Mr. Gachallan, wherein, Mr. Gachallan agreed to the return and cancellation of the remaining 121,000,000 shares of our common stock currently held by him. Mr. Gachallan was not offered any compensation for such cancellation.

Item 9.01             Financial Statements and Exhibits

10.1 Share Cancellation/Return to Treasury Agreement

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

CHANCERY RESOURCES, INC.

/s/ Juan Restrepo Gutierrez
Juan Restrepo Gutierrez
President, Chief Executive Officer,
Chief Financial Officer, Secretary, Treasurer
and Director

Date: June 5, 2008

EX-10.1

SHARE CANCELLATION/RETURN TO TREASURY AGREEMENT

THIS AGREEMENT made the 27th day of May, 2008

BETWEEN:

Chancery Resources, Inc.
(the "Company")

AND:

Geoffrey Gachallan
("Gachallan")

WHEREAS:

A. Gachallan is the holder of 121,000,000 post split shares of the Company’s common stock and agrees herein to cancel 119,000,000 of such shares (the “Gachallan Shares”);

B. Gachallan agrees to the cancellation of the Gachallan Shares as he has ceased acting as a director or officer of the Company, has no involvement with the Company’s current or proposed business operations and seeks to benefit the Company’s minority shareholders with such cancellation; and

C. Each of the Company, and Gachallan deem it to be in their respective best interests to immediately cancel the Gachallan Shares.

NOW THEREFORE THIS AGREEMENT WITNESSETH that in consideration of the mutual covenants contained herein (the sufficiency whereof is hereby acknowledged by the parties hereto), the parties hereby agree to and with each other as follows:

1.	CANCELLATION OF GACHALLAN SHARES
	1.1	The Gachallan Shares shall be cancelled effective on the date of this Agreement.
2.	RELEASE
	2.1	Gachallan, together with his heirs, executors, administrators, and assigns, does hereby remise, release and forever discharge the Company, its respective directors, officers, shareholders, employees and agents, and their respective successors and assigns, of and from all claims, causes of action, suits and demands whatsoever which Gachallan ever had, now or may have howsoever arising out of the original grant and this cancellation of the Gachallan Shares.
3.	COUNTERPARTS
	3.1	This Agreement may be executed in several counterparts, each of which will be deemed to be an original and all of which will together constitute one and the same instrument.
4.	ELECTRONIC MEANS
	4.1	Delivery of an executed copy of this Agreement by electronic facsimile transmission or other means of electronic communication capable of producing a printed copy will be deemed to be execution and delivery of this Agreement as of the date set forth on page one of this Agreement.

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5.	FURTHER ASSURANCES
	5.1	As and so often as may be required, the parties will execute and deliver all such further documents, do or cause to be done all such further acts and things, and give all such further assurances as in the opinion of the Company or its counsel are necessary or advisable to give full effect to the provisions and intent of this Agreement.
6.	PROPER LAW
	6.1	This Agreement will be governed by and construed in accordance with the law of the State of Nevada.
7.	INDEPENDENT LEGAL ADVICE
	7.1	Gachallan hereby acknowledge that this Agreement was prepared by Macdonald Tuskey for the Company and that Macdonald Tuskey does not represent Gachallan. By signing this Agreement, Gachallan confirms that he fully understands this Agreement and (a) has obtained independent legal advice or (b) waives the right to obtain independent legal advice.

IN WITNESS WHEREOF the parties have executed and delivered this Agreement.

CHANCERY RESOURCES, INC.

Per:	/s/ Julio Restrepo Gutierrez
	Authorized Signatory

/s/ Greg Gachallan
GREG GACHALLAN