SECURITIES
AND EXCHANGE COMMISSION


WASHINGTON,
D.C. 20549


____________________________





FORM
10-K




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




For
Fiscal Year Ended September 30, 2008





OR





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




FOR THE
TRANSITION PERIOD FROM _______________________ TO
_______________________




Commission
File # 000-53371




GRYPHON
RESOURCES, INC.


(Exact
name of registrant as specified in its charter)




Nevada


(State or
other jurisdiction of incorporation or organization)




98-0465540


(IRS
Employer Identification Number)




1313
East Maple Street, Suite 201-462


Bellingham,
Washington  98225


(Address
of principal executive offices)  (Zip Code)





(360)
685-4238


(Registrant’s
telephone no., including area code)





Securities
registered pursuant to Section 12(b) of the Act: None





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




Common Stock, $0.001 par
value


(Title of
class)





Indicate
by check mark if the registrant is a well-known seasoned issuer, as defined in
Rule 405 of the Securities Act:   Yes o   No x




Indicate
by check mark if the registrant is not required to file reports pursuant to
Section 13 or 15(d) of the Act:   Yes x   No o





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 past 90 days:  Yes x   No o







Indicate
by check mark if disclosure of delinquent filers pursuant to Item 405 of
Regulation S-K is not contained herein, and will not be contained, to the best
of the 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:  Yes o   No x





Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company:





Large
      accelerated filer
                o
                Accelerated
      filer
                oNon-accelerated
      filer
                o
                Smaller
      reporting company
                x





Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Act):   Yes o   No x





State the
aggregate market value of the voting and non-voting common equity held by
non-affiliates computed by reference to the price at which the common equity was
last sold, or the average bid and asked price of such common equity, as of the
last business day of the registrant’s most recently completed second fiscal
quarter:





Based on
the closing price on January 13, 2009 of $1.40, the aggregate market value of
the 47,775,000 common shares held by non-affiliates was
$66,885,000.





Indicate
the number of shares outstanding of each of the registrant’s classes of common
stock, as of the latest practicable date: 96,525,000 Common shares were
outstanding as of January 12, 2009.





Documents
incorporated by reference: None























ii




GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)







Table of Contents




PART IITEM 1.
                Description of Business
                1ITEM 1A.
                Risk Factors
                1ITEM 1B.
                Unresolved Staff Comments
                5ITEM 2.
                Properties
                5ITEM 3.
                Legal Proceedings
                5ITEM 4.
                Submission of Matters to Vote of Security
      Holders
                5PART IIITEM 5.
                Market for Company’s Common Equity and Related Stockholder
      Matters and Issuer Purchases of Equity Securities
                5ITEM 6.
                Selected Financial Data
                7ITEM 7.
                Management’s Discussion and Analysis of Financial Condition and
      Results of Operation
                8ITEM 7A.
                Quantitative and Qualitative Disclosures About Market
      Risk
                10ITEM 8.
                Financial Statements and  Supplementary
      Data:
                11Reports of Independent Registered Public Accounting
      Firms
                F-1(12)Consolidated Balance Sheets at September 30, 2008 and September
      30, 2007
                F-3Consolidated Statements of Operations for the years ended
      September 30, 2008 and September 30, 2007 and the Exploration Stage Period
      of January 16, 2006 to September 30, 2008
                F-4Consolidated Statement of Stockholders’
      Equity
                F-5Consolidated Statements of Cash Flows for the years ended
      September 30, 2008 and September 30, 2007 and the Exploration Stage Period
      of January 16, 2006 to September 30, 2008
                F-6Notes to Financial Statements
                F-7 to F-15ITEM 9.
                Changes in and Disagreements with Accountants on Accounting and
      Financial Disclosure
                27ITEM 9A.
                Controls and Procedures
                27ITEM 9B.
                Other Information
                29PART IIIITEM 10.
                Directors, Executive Officers and Corporate
      Governance
                30ITEM 11.
                Executive Compensation
                32ITEM 12.
                Security Ownership of Certain Beneficial Owners and Management
      and Related Stockholder Matters
                33ITEM 13.
                Certain Relationships and Related Transactions, and Director
      Independence
                34ITEM 14.
                Principal Accounting Fees and Services
                34PART IVITEM 15.
                Exhibits, Financial Statements Schedules
                35SIGNATURES
                36







Table of Contents


PART I




ITEM 1.  DESCRIPTION OF BUSINESS




General





Gryphon
Resources, Inc. was incorporated in the State of Nevada on January 16, 2006. On
April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve
Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Our financial
statements are presented on a consolidated basis and include all accounts of
both Gryphon Resources, Inc. and its subsidiary (hereinafter the consolidated
company may be collectively referred to: “Gryphon Resources”, “Gryphon”, “We”,
“Us”, the “Registrant”, or the “Company”)





We are a
mineral exploration company and are seeking mineral exploration opportunities in
Turkey.





Background





Gryphon
Resources, Inc. was incorporated in Nevada on January 16, 2006 as Gryphon Oil
& Gas Inc. and on August 10, 2006 filed Articles of Amendment with the
Nevada Secretary of State to change its name to Gryphon Resources,
Inc.





The
Company’s common stock is traded in the NASD Over-The-Counter market under the
symbol “GRYO”.





Our
fiscal year end is September 30th.





ITEM 1A.  RISK FACTORS





The
following risk factors should be considered in connection with an evaluation of
the business of our business:





THE
COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS
PROSPECTS.





The
Company has a limited operating history upon which an evaluation of the Company,
its current business and its prospects can be based. You should consider any
purchase of the Company's shares in light of the risks, expenses and problems
frequently encountered by all companies in the early stages of its corporate
development.





LIQUIDITY
AND CAPITAL RESOURCES ARE UNCERTAIN.





For the
year ended September 30, 2008, the Company had a Net Loss from Operations of
$(74,065). The Company may need to raise additional capital by way of an
offering of equity securities, an offering of debt securities, or by obtaining
financing through a bank or other entity. The Company has not established a
limit as to the amount of debt it may incur nor has it adopted a ratio of its
equity to debt allowance. If the Company needs to obtain additional financing,
there is no assurance that financing will be available from any source, that it
will be available on terms acceptable to us, or that any future offering of
securities will be successful. If additional funds are raised through the
issuance of equity securities, there may be a significant dilution in the value
of the Company’s outstanding common stock. The Company could suffer adverse
consequences if it is unable to obtain additional capital which would cast
substantial doubt on its ability to continue its operations and
growth.




1
 Table of Contents


THE
VALUE AND TRANSFERABILITY OF THE COMPANY'S SHARES MAY BE ADVERSELY IMPACTED BY
THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK
RULES.





There is
only a limited trading market for the Company's shares. The Company's common
stock is traded in the over-the-counter market and "bid" and "asked" quotations
regularly appear on the OTC Bulletin Board under the symbol "GRYO". There can be
no assurance that the Company's common stock will trade at prices at or above
its present level and an inactive or illiquid trading market may have an adverse
impact on the market price. In addition, holders of the Company's common stock
may experience substantial difficulty in selling their securities as a result of
the "penny stock rules" which restrict the ability of brokers to sell certain
securities of companies whose assets or revenues fall below the thresholds
established by those rules.





FUTURE
SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S
STOCK.





If
required, the Company may seek to raise additional capital through the sale of
common stock. Future sales of shares by the Company or its stockholders could
cause the market price of its common stock to decline.





MINERAL
EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.





Resource
exploration and development is a speculative business, characterized by a number
of significant risks including, among other things, unprofitable efforts
resulting not only from the failure to discover mineral deposits but from
finding mineral deposits which, though present, are insufficient in quantity and
quality to return a profit from production. The marketability of minerals
acquired or discovered by the Company may be affected by numerous factors which
are beyond the control of the Company and which cannot be accurately predicted,
such as market fluctuations, the proximity and capacity of milling facilities,
mineral markets and processing equipment and such other factors as government
regulations, including regulations relating to royalties, allowable production,
importing and exporting of minerals and environmental protection, the
combination of which factors may result in the Company not receiving an adequate
return of investment capital.





Substantial
expenditures are required to establish ore reserves through drilling, to develop
metallurgical processes to extract the metal from the ore and, in the case of
new properties, to develop the mining and processing facilities and
infrastructure at any site chosen for mining. Although substantial benefits may
be derived from the discovery of a major mineralized deposit, no assurance can
be given that minerals will be discovered in sufficient quantities and grades to
justify commercial operations or that funds required for development can be
obtained on a timely basis. Estimates of reserves, mineral deposits and
production costs can also be affected by such factors as environmental
permitting regulations and requirements, weather, environmental factors,
unforeseen technical difficulties, unusual or unexpected geological formations
and work interruptions. In addition, the grade of ore ultimately mined may
differ from that indicated by drilling results. Short term factors relating to
reserves, such as the need for orderly development of mineralized zones or the
processing of new or different grades, may also have an adverse effect on mining
operations and on the results of operations. Material changes in ore reserves,
grades, stripping ratios or recovery rates may affect the economic viability of
any project.








2
 Table of Contents




THE
COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY
AFFECT THE COMPANY'S FINANCIAL CONDITION.





Mineral
exploration involves many risks, which even a combination of experience,
knowledge and careful evaluation may not be able to overcome. The Company's
operations will be subject to all the hazards and risks normally incidental to
exploration, development and production of metals, such as unusual or unexpected
formations, cave-ins or pollution, all of which could result in work stoppages,
damage to property and possible environmental damage. The Company does not have
general liability insurance covering its operations and does not presently
intend to obtain liability insurance as to such hazards and liabilities. Payment
of any liabilities as a result could have a materially adverse effect upon the
Company's financial condition.





THE
COMPANY'S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY
REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE
COMPANY.





The
Company's activities are subject to environmental regulations promulgated by
government agencies from time to time. Environmental legislation generally
provides for restrictions and prohibitions on spills, releases or emissions of
various substances produced in association with certain mining industry
operations, such as seepage from tailing disposal areas, which would result in
environmental pollution. A breach of such legislation may result in imposition
of fines and penalties. In addition, certain types of operations require the
submission and approval of environmental impact assessments. Environmental
legislation is evolving in a manner which means stricter standards and
enforcement, fines and penalties for non-compliance are more stringent.
Environmental assessments of proposed projects carry a heightened degree of
responsibility for companies and directors, officers and employees. The cost of
compliance with changes in governmental regulations could have an adverse effect
on the financial condition of the Company.





The
operations of the Company include exploration and development activities and
commencement of production on its properties, require permits from various
federal, state, provincial and local governmental authorities and such
operations are and will be governed by laws and regulations governing
prospecting, development, mining, production, exports, taxes, labor standards,
occupational health, waste disposal, toxic substances, land use, environmental
protection, mine safety and other matters. Companies engaged in the development
and operation of mines and related facilities generally experience increased
costs and delays in production and other schedules as a result of the need to
comply with applicable laws, regulations and permits.





Failure
to comply with applicable laws, regulations, and permitting requirements may
result in enforcement actions, including orders issued by regulatory or judicial
authorities causing operations to cease or be curtailed, and may include
corrective measures requiring capital expenditures, installation of additional
equipment, or remedial actions. Parties engaged in mining operations may be
required to compensate those suffering loss or damage by reason of the mining
activities and may have civil or criminal fines or penalties imposed for
violations of applicable laws or regulations and, in particular, environmental
laws.





COMPETITION
MAY HAVE AN IMPACT ON THE COMPANY'S ABILITY TO ACQUIRE ATTRACTIVE METALS
PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY'S
OPERATIONS.





Significant
and increasing competition exists for the limited number of metals acquisition
opportunities available. As a result of this competition, some of which is with
large established mining companies with substantial capabilities and greater
financial and technical resources than the Company, the Company may





3
 Table of Contents




be unable
to acquire attractive metals properties on terms it considers acceptable.
Accordingly, there can be no assurance that any exploration program intended by
the Company on properties it intends to acquire will yield any reserves or
result in any commercial mining operation.





DOWNWARD
FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE
COMPANY.





The
Company has no control over the fluctuations in the prices of the metals for
which it is exploring.  A significant decline in such prices would severely
reduce the value of the Company.





THE
COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE
CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE
COMPANY.





The
Company's success depends to a certain degree upon certain key members of the
management. These individuals are a significant factor in the Company's growth
and success. The loss of the service of members of the management and advisory
board could have a material adverse effect on the Company. In particular, the
success of the Company is highly dependent upon the efforts of the President
& CEO, CFO, PAO, Treasurer & Secretary, Chair & Director of the
Company, Serdar Kirmizioglu, the loss of whose services would have a material
adverse effect on the success and development of the Company.





THE
COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE
LOSS OF CERTAIN KEY INDIVIDUALS.





The
Company does not anticipate having key man insurance in place in respect of its
senior officers or personnel, although the Board has discussed and investigated
the prospect of obtaining key man insurance for Serdar Kirmizioglu.





WE
ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY
VIABLE DEPOSIT OR "RESERVE" EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS,
OR MIGHT OBTAIN, AN INTEREST.





The
Company is an exploration stage company and cannot give assurance that a
commercially viable deposit, or “reserve,” exists on any properties for which
the Company currently has (through an option) or may have (through potential
future joint venture agreements or acquisitions) an interest. Therefore,
determination of the existence of a reserve depends on appropriate and
sufficient exploration work and the evaluation of legal, economic, and
environmental factors. If the Company fails to find a commercially viable
deposit on any of its properties, its financial condition and results of
operations will be materially adversely affected.





WE
REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL METAL DEPOSITS
EXIST ON OUR PROPERTIES.





Any
potential development and production of the Company’s exploration properties
depends upon the results of exploration programs and/or feasibility studies and
the recommendations of duly qualified engineers and geologists. Such programs
require substantial additional funds. Any decision to further expand the
Company’s operations on these exploration properties is anticipated to involve
consideration and evaluation of several significant factors including, but not
limited to:





§
            Costs
      of bringing each property into production, including exploration work,
      preparation of production feasibility studies, and construction of
      production facilities;


§
            Availability
      and costs of financing;


§
            Ongoing
      costs of production;




4
 Table of Contents





§
              Market
      prices for the metals to be produced;§
              Environmental
      compliance regulations and restraints;
and


§
            Political
      climate and/or governmental regulation and
  control.





GENERAL
MINING RISKS





Factors
beyond our control may affect the marketability of any substances discovered
from any resource properties the Company may acquire. Metal prices have
fluctuated widely in recent years. Government regulations relating to price,
royalties, and allowable production and importing and exporting of metals can
adversely affect the Company. There can be no certainty that the Company will be
able to obtain all necessary licenses and permits that may be required to carry
out exploration, development and operations on any projects it may acquire and
environmental concerns about mining in general continue to be a significant
challenge for all mining companies.





ITEM 1B.  UNRESOLVED STAFF COMMENTS





None.





ITEM 2.  PROPERTIES





The
Company does not presently have any material property investments.





Office
Premises


Gryphon’s
office is located at suite 1313 East Maple Street, Suite 201-462, Bellingham,
Washington 98225 and incurs monthly rent of $80. The Company’s subsidiary APM is
located at 1587/1 sok. Rod-kar 2 Is merkezi, No:8, K:7 35110 Cinarli, Izmir,
Turkey and incurs monthly rent of 1,300 Turkish Lira (US$ $1,033). Both rental
agreements may be cancelled with one month’s notice.





ITEM 3.  LEGAL PROCEEDINGS




There are
no material, active or pending legal proceedings against us, nor are we involved
as a plaintiff in any material proceedings or pending litigation. There are no
proceedings in which any of our officer and director, or any registered or
beneficial shareholders are an adverse party or has a material interest adverse
to us.




ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY
HOLDERS




During
the year ended September 30, 2008, no matters were submitted to a vote of the
Company's security holders, through the solicitation of proxies or
otherwise.






PART II




ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER
MATTERS





Market
Information





Our
common stock is currently quoted on the NASD OTC Bulletin Board (“OTCBB”). The
OTCBB is a network of security dealers who buy and sell stock. The dealers are
connected by a computer network that provides information


5
 Table of Contents




on
current "bids" and "asks", as well as volume information. Our shares are quoted
on the OTCBB under the symbol “GRYO”.





The
following table sets forth the range of high and low bid quotations for our
common stock as reported by the OTCBB for each of the periods indicated. The
market for our shares is limited, volatile and sporadic. These quotations
reflect inter-dealer prices, without retail mark-up, mark-down or commission and
may not necessarily represent actual transactions.





Quarter
      Ended:
                    
                    High
      Trade
                    
                    
                    Low
      Trade
                    
                    
                    Closing
      TradeDecember
      31, 2007
                    
                    $
                    0.00
                    
                    
                    $
                    0.00
                    
                    
                    $
                    0.00March
      31, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00June
      30, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00September
      30, 2008
                    
                    
                    0.00
                    
                    
                    
                    0.00
                    
                    
                    
                    0.00





Shareholders





On
January 12, 2009, there were 36 shareholders of record of our common
stock.





Dividends




We intend
to retain future earnings to support our growth. Any payment of cash dividends
in the future will be dependent upon: the amount of funds legally available
therefore; our earnings; financial condition; capital requirements; and other
factors which our Board of Directors deems relevant.





Section
15(g) of the Securities Exchange Act of 1934





The
Company’s shares are covered by Section 15(g) of the Securities Exchange Act of
1934, as amended, which imposes additional sales practice requirements on
broker/dealers who sell such securities to persons other than established
customers and accredited investors (generally institutions with assets in excess
of $5,000,000 or individuals with net worth in excess of $1,000,000 or annual
income exceeding $200,000 or $300,000 jointly with their spouses). For
transactions covered by this Section 15(g), the broker/dealer must make a
special suitability determination for the purchase and must have received the
purchaser’s written agreement to the transaction prior to the sale.
Consequently, Section 15(g) may affect the ability of broker/dealers to sell the
Company’s securities and also may affect your ability to sell your shares in the
secondary market.





Section
15(g) also imposes additional sales practice requirements on broker/dealers who
sell penny securities. These rules require a one page summary of certain
essential items. The items include the risk of investing in penny stocks in both
public offerings and the secondary market; terms important to an understanding
of the function of the penny stock market, such as “bid” and “offer” quotes, a
dealers “spread” and broker/dealer compensation; the broker/dealer compensation,
the broker/dealers duties to its customers, including the disclosures required
by any other penny stock disclosure rules; the customer’s rights and remedies in
causes of fraud in penny stock transactions; and, the NASD’s toll free telephone
number and the central number of the North American Administrators Association,
for information on the disciplinary history of broker/dealers and their
associated persons.





Recent
Sales of Unregistered Securities





There
have been no recent sales of unregistered securities.




6
 Table of Contents


ITEM 6.  SELECTED FINANCIAL DATA




FISCAL
                                    2008
                                  
                                  
                                  FISCAL
                                    2007
                                  
                                  
                                  FISCAL
                                    2006$
                                  
                                  $
                                  
                                  
                                  $Operating
      Revenue:Quarter
      One - Three Months to December 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  NilNet
      Income/(Loss):Quarter
      One - Three Months to December 31st
                                  
                                  
                                  
                                  (7,981
                                  )
                                  
                                  
                                  (12,772
                                  )
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  
                                  (23,758
                                  )
                                  
                                  
                                  (5,176
                                  )
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  
                                  (25,334
                                  )
                                  
                                  
                                  (11,500
                                  )
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  
                                  (76,298
                                  )
                                  
                                  
                                  (47,022
                                  )
                                  
                                  
                                  (1.243
                                  )Earnings/(Loss)
      per share:Quarter
      One - Three Months to December 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  (0.01
                                  )
                                  
                                  NilCash:Quarter
      One - Three Months to December 31st
                                  
                                  
                                  
                                  4,703
                                  
                                  
                                  
                                  21,317
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  
                                  11,126
                                  
                                  
                                  
                                  17,860
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  
                                  9,978
                                  
                                  
                                  
                                  6,435
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  
                                  33,895
                                  
                                  
                                  
                                  11,208
                                  
                                  
                                  
                                  22,502Total
      assets:Quarter
      One - Three Months to December 31st
                                  
                                  
                                  
                                  24,244
                                  
                                  
                                  
                                  49,914
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  
                                  13,567
                                  
                                  
                                  
                                  37,385
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  
                                  12,751
                                  
                                  
                                  
                                  25,582
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  
                                  37,039
                                  
                                  
                                  
                                  30,706
                                  
                                  
                                  
                                  51,099Total
      stockholders’ equity (deficit):Quarter
      One - Three Months to December 31st
                                  
                                  
                                  
                                  (4,746
                                  )
                                  
                                  
                                  49,061
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  
                                  (28,504
                                  )
                                  
                                  
                                  32,309
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  
                                  (53,838
                                  )
                                  
                                  
                                  20,809
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  
                                  (72,516
                                  )
                                  
                                  
                                  3,235
                                  
                                  
                                  
                                  50,257Total
      liabilities and stockholders’ equity (deficit):Quarter
      One - Three Months to December 31st
                                  
                                  
                                  
                                  24,244
                                  
                                  
                                  
                                  49,914
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  
                                  13,567
                                  
                                  
                                  
                                  37,385
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  
                                  12,751
                                  
                                  
                                  
                                  25,582
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  
                                  37,039
                                  
                                  
                                  
                                  30,706
                                  
                                  
                                  
                                  51,099Cash
      dividends per share:Quarter
      One - Three Months to December 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Two - Three Months to  March 31st
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aQuarter
      Three- Three Months to June 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  
                                  n/aFull
      Year – Twelve Months to September 30th
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil
                                  
                                  
                                  Nil











7
 Table of Contents




ITEM 7.  MANAGEMENT’S DISCUSSION AND ANALYSIS OR PLAN OF
OPERATIONS




Certain
information included herein contains forward-looking statements that involve
risks and uncertainties within the meaning of Sections 27A of the Securities
Act, as amended; Section 21E of the Securities Exchange Act of 1934. These
sections provide that the safe harbor for forward looking statements does not
apply to statements made in initial public offerings. The words, such as "may,"
"would," "could," "anticipate," "estimate," "plans," "potential," "projects,"
"continuing," "ongoing," "expects," "believe," "intend" and similar expressions
and variations thereof are intended to identify forward-looking statements.
These statements appear in a number of places in this Form 10-K and include all
statements that are not statements of historical fact regarding intent, belief
or current expectations of the Company, our directors or our officers, with
respect to, among other things: (i) our liquidity and capital resources; (ii)
our financing opportunities and plans; (iii) continued development of business
opportunities; (iv) market and other trends affecting our future financial
condition; (v) our growth and operating strategy. Investors and prospective
investors are cautioned that any such forward-looking statements are not
guarantees of future performance and involve risks and uncertainties, and that
actual results may differ materially from those projected in the forward-looking
statements as a result of various factors. The factors that might cause such
differences include, among others, the following: (i) we have incurred
significant losses since our inception; (ii) any material inability to
successfully develop our business plans; (iii) any adverse effect or limitations
caused by government regulations; (iv) any adverse effect on our ability to
obtain acceptable financing; (v) competitive factors; and (vi) other risks
including those identified in our other filings with the Securities and Exchange
Commission.





RESULTS
OF OPERATIONS





The
following discussion and analysis covers material changes in the financial
condition of Gryphon during the years ended September 30, 2008 and September 30,
2007 and the Exploration Stage Period of January 16, 2006 to September 30, 2008
(the “Exploration Stage”).





Revenues





Gryphon
did not earn revenues during the periods included in the financial statements in
this report.





Expenses





Our
operating expenses are classified into five categories:





-
Exploration Expenses


-
Salaries & Wages


-
Professional and Consultant Fees


-
Administrative Expenses


- Mineral
Properties Impairment





Exploration
Expenses


Exploration
Expenses for the year ended September 30, 2008 totaled $2,456 compared to $Nil
for the year ended September 30, 2007. Expenses for the Exploration Stage
totaled $2,456. These expenses were comprised of costs for assaying and
geological services. We expect the level of these expenses to increase
significantly during fiscal 2009 as we expand our operations in
Turkey.











8
 Table of Contents




Salaries &
Wages


Salaries
& Wages for the year ended September 30, 2008 totaled $5,074 compare to $Nil
for the year ended September 30, 2007. Expenses for the Exploration Stage
totaled $5,074. These expenses were comprised of costs for three employees. We
expect the level of these expenses to increase moderately during fiscal 2009 as
we implement our business plans.





Professional and Consultant
Fees


Professional
& Consultant Fees are comprised of fees for work performed by accounting,
audit and legal professionals. During the year ended September 30, 2008 these
fees totaled $32,067 compared with $42,380 for the year ended September 30,
2007. For the Exploration Stage, these costs totaled $74,447. We anticipate
Professional & Consultant Fees will remain at current levels in the upcoming
year.





Administrative
Expenses


Administrative
Expenses were $15,470 for the year ended September 30, 2008 compared with $4,433
during the year ended September 30, 2007. For the Exploration Stage,
Administrative Expenses totaled $21,117. These expenses are composed of travel,
Edgar agent filing fees, stock transfer agent fees and general office expenses.
We anticipate Administrative Expenses will increase moderately in the upcoming
year.





Mineral
Properties Impairment


The
mineral property impairment charge for the year ended September 30, 2008 related
to the abandonment of three gold property claims in the Province of
Saskatchewan, Canada totaling $18,998.





Net
(Loss)


We
incurred a net loss of $(76,298) for the twelve months ended September 30, 2008
compared with a net loss of $(47,022) for the same period ended September 30,
2007. For the Exploration Stage, the Net Loss totaled $(124,563)





Liquidity
and Capital Resources





Since the
date of our incorporation, we have raised $51,500 though private placements of
our common shares and $101,801 through shareholder loans. As of September 30,
2008 we had cash on hand of $33,895 and prepaid expenses of $3,144. We project
we will need to attempt to raise additional funds during the coming twelve
months and expect we will receive sufficient shareholder loans from our
President to cover our operating requirements. However, we also project we will
need to raise additional equity to provide the funds necessary to explore and
develop our current property and have plans to pursue further sales of common
shares to existing shareholders and the public.





Off-Balance
Sheet Arrangements





The
Company does not have any 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 are material to
investors.





Contractual
Obligations





The
Company has no material contractual obligations outstanding.





9
 Table of Contents
  Material
Events and Uncertainties





Our
operating results are difficult to forecast. Our prospects should be evaluated
in light of the risks, expenses and difficulties commonly encountered by
comparable early stage companies in rapidly evolving markets.





There can
be no assurance that we will successfully address such risks, expenses and
difficulties.





Our
financial statements are prepared in accordance with U.S. generally accepted
accounting principles. We have expensed all development costs related to our
establishment.





Employees





As of
September 30, 2008, we employed three employees at our subsidiary and used
contracted services to perform geological work, legal services and our
bookkeeping. Going forward, the Company will use consultants with specific
skills to assist with various aspects of its project evaluation, due diligence,
acquisition initiatives, corporate governance and property management and will
hire additional staff as needed.





Critical
Accounting Policies




Gryphon’s
financial statements and related public financial information are based on the
application of accounting principles generally accepted in the United States
(“GAAP”). GAAP requires the use of estimates; assumptions, judgments and
subjective interpretations of accounting principles that have an impact on the
assets, liabilities, revenues and expense amounts reported. These estimates can
also affect supplemental information contained in our external disclosures
including information regarding contingencies, risk and financial condition. We
believe our use if estimates and underlying accounting assumptions adhere to
GAAP and are consistently and conservatively applied. We base our estimates on
historical experience and on various other assumptions that we believe to be
reasonable under the circumstances. Actual results may differ materially from
these estimates under different assumptions or conditions. We continue to
monitor significant estimates made during the preparation of our financial
statements.





Our
significant accounting policies are summarized in NOTE 2 of our financial
statements. While all these significant accounting policies impact its financial
condition and results of operations, Gryphon views certain of these policies as
critical. Policies determined to be critical are those policies that have the
most significant impact on Gryphon’s financial statements and require management
to use a greater degree of judgment and estimates. Actual results may differ
from those estimates.





ITEM 7A.  QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET
RISK





We have
not entered into derivative contracts either to hedge existing risk or for
speculative purposes.














10
 Table of Contents




ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY
DATA




Our
financial statements, together with the report of auditors, are as
follows:








INDEX
TO


FINANCIAL
STATEMENTS





PageReports of Independent Registered Public Accounting
      Firms
                F-1 to F-2Financial
      Statements for the years ended September 30, 2008 and September 30, 2007
      and for the Exploration Stage of January 16, 2006 to September 30,
      2008:Consolidated
      Balance Sheets
                F-3Consolidated
      Statements of Operations
                F-4Consolidated
      Statement of Stockholders’ Equity (Deficit)
                F-5Consolidated
      Statements of Cash Flows
                F-6Notes to
      Financial Statements
                F-7 to
F-15









































11
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Report of Independent Registered Public Accounting
Firm





Madsen
& Associates CPA’s Inc.


684 East
Vine Street #3, Murray, Utah 84107




Ted A. Madsen,
      CPA
              Member:
              American Institute
      ofCertified
      Public Accountants
                Utah
      Association of
                Certified
      Public Accountants




To Board
of Directors and


Stockholders
of Gryphon Resources, Inc.





Report
of Independent Registered Public Accounting Firm





We have
audited the accompanying consolidated balance sheet of Gryphon Resources, Inc.
(the Company), an exploration stage company, as of September 30, 2008 and the
consolidated statements of operations, stockholders’ equity and comprehensive
income, and cash flows for the year then ended. We did not audit the statements
of operations, stockholders’ equity, and cash flows for the year ended September
30, 2007 or for the period from January 16, 2006 through September 30, 2007.
Those financial statements were audited by other auditors whose report has been
furnished to us. Our opinion on the statements of operations, stockholders’
equity, and cash flows for the year ended September 30, 2007 and for the period
from January 16, 2006 to September 30, 2007 is based solely upon the report of
other auditors. These financial statements are the responsibility of the
Company’s managements. Our responsibility is to express an opinion on these
financial statements based on our audit.





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





In our
opinion, the financial statements referred to above present fairly, in all
material respects, the consolidated financial position of Gryphon Resources,
Inc., an exploration stage company, as of September 30, 2008 and the
consolidated results of its operations and its cash flows for the year then
ended, in conformity with accounting principles generally accepted in the United
States of America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. The Company does not have the necessary
working capital for its planned activity, which raises substantial doubt about
its ability to continue as a going concern. Management’s plans in regard to
these matters are described in Note 3 to the financial statements. These
financial statements do not include any adjustments that might result for the
outcome of this uncertainty.





/s/
Madsen & Associates CPAs, Inc.


Madsen
& Associates CPAs, Inc.


Salt Lake
City, Utah


January
12, 2009




F-1


12
 Table of Contents


GRYPHON RESOURCES,
INC.


(An
Exploration Stage Company)





Report
of Independent Registered Public Accounting Firm








Board of
Directors


Gryphon
Resources, Inc.





We have
audited the accompanying balance sheet of Gryphon Resources, Inc. (An
Exploration Stage Company) as of September 30, 2007 and the related statements
of operations, stockholders’ equity, and cash flows for the year ended September
30, 2007 and for the period from January 16, 2006 (date of inception)
through September 30, 2007. 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 audit to obtain reasonable assurance about whether the
financial statements are free of material misstatement.  The Company is not
required to have, nor were we engaged to perform, an audit of its internal
control over financial reporting. Our audit included 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 the Company’s internal control over financial
reporting. Accordingly, we express no such opinion.  An audit also includes
examining on a test basis, evidence supporting the amounts and disclosures in
the financial statements, 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 Gryphon Resources
Inc  (An Exploration Stage Company) as of September 30, 2007 and the
results of its operations, stockholders’ equity, and its cash flows for the year
ended September 30, 2007 and for the  period from January 16, 2006
(date of inception) through September 30, 2007, in conformity with
accounting principles generally accepted in the United States of
America.





The
accompanying financial statements have been prepared assuming that the Company
will continue as a going concern. As described in Note 3, the Company has
accumulated operating losses since its inception and has limited business
operations, which raise substantial doubt about the Company’s ability to
continue as a going concern. Management's plan in regard to this matter is also
discussed in Note 3. The financial statements do not include any adjustments
that might result from the outcome of these uncertainties.





/s/
Schumacher & Associates, Inc.





Schumacher
& Associates, Inc.


Certified
Public Accountants


2525
Fifteenth Street, Suite 3H


Denver,
Colorado 80211





December
16, 2007











F-2


13
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Consolidated Balance Sheets





September
      30,
                      2008
                    
                    
                    September
      30,
                      2007ASSETSCURRENT
      ASSETSCash (Note 2)
                    
                    $
                    33,895
                    
                    
                    $
                    11,208Prepaid
      expenses
                    
                    
                    3,144
                    
                    
                    
                    500Total current
    assets
                    
                    
                    37,039
                    
                    
                    
                    11,708OTHER
      ASSETSMineral
      properties (Notes 1, 2, 4 and 11)
                    
                    
                    -
                    
                    
                    
                    18,998Total
      other assets
                    
                    
                    -
                    
                    
                    
                    18,998Total assets
                    
                    $
                    37,039
                    
                    
                    $
                    30,706LIABILITIES
      AND STOCKHOLDERS’ (DEFICIT)CURRENT
      LIABILITIESAccounts payable
                    
                    
                    2,646
                    
                    
                    
                    1,520Accrued liabilities
                    
                    
                    500
                    
                    
                    
                    10,000Loans
      payable (Note 6)
                    
                    
                    4,608
                    
                    
                    
                    -Shareholder
      loans (Note 6)
                    
                    
                    101,801
                    
                    
                    
                    15,951Total current
      liabilities
                    
                    $
                    109,555
                    
                    
                    $
                    27,471Total liabilities
                    
                    $
                    109,555
                    
                    
                    $
                    27,471MINORITY
      INTEREST (Note 5)
                    
                    
                    -
                    
                    
                    
                    -COMMITTMENTS
      AND CONTINGENCIES (Notes 2, 5, 6 and 9)
                    
                    
                    -
                    
                    
                    
                    -STOCKHOLDERS’
      EQUITY (DEFICIT)Common
      shares, 100,000,000 shares par value $0.001authorized,
      96,525,000 issued and outstanding (Note 8)
                    
                    
                    4,950
                    
                    
                    
                    4,950Paid-in
      Capital
                    
                    
                    46,550
                    
                    
                    
                    46,550Accumulated
      deficit in the exploration stage
                    
                    
                    (124,563
                    )
                    
                    
                    (48,265
                    )Accumulated
      other comprehensive income (Note 2)
                    
                    
                    547
                    
                    
                    
                    -Total stockholders’
      (deficit)
                    
                    
                    (72,516
                    )
                    
                    
                    3,235Total liabilities and
      stockholders’ equity
                    
                    $
                    37,039
                    
                    
                    $
                    30,706










The
accompanying notes to financial statements are an integral part of this
statement


F-3


14
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Consolidated Statements of Operations





Year
      ended
                  September
      30, 2008
                
                
                Year
      ended
                  September
      30, 2007
                
                
                Exploration
      Stage January 16, 2006 through
                  September
      30, 2008EXPENSES:Exploration
      expenses
                
                
                2,456
                
                
                
                -
                
                
                
                2,456Salaries
      & wages
                
                
                5,074
                
                
                
                -
                
                
                
                5,074Professional
      and consultant fees
                
                
                32,067
                
                
                
                42,380
                
                
                
                74,447Administrative expenses
                
                
                15,470
                
                
                
                4,433
                
                
                
                21,117Mineral
      properties impairment (Note 4)
                
                
                18,998
                
                
                
                -
                
                
                
                18,998Total expenses
                
                $
                74,065
                
                
                $
                46,813
                
                
                $
                122,092Net
      loss from operations
                
                $
                (74,065
                )
                
                $
                (46,813
                )
                
                $
                (122,092
                )Interest
      expense
                
                
                (2,233
                )
                
                
                (209
                )
                
                
                (2,471
                )Net
      Income (Loss)
                
                $
                (76,298
                )
                
                $
                (47,022
                )
                
                $
                (124,563
                )Loss
      per common share (Note 2), basic and diluted
                
                $
                0.00
                
                
                $
                (0.01
                )Weighted
      average shares outstanding , basic and diluted (Notes 2 and
    8)
                
                
                96,525,000
                
                
                
                96,525,000OTHER
      COMPREHENSIVE INCOME (LOSS):Net
      Income (Loss)
                
                $
                (76,298
                )
                
                $
                (47,022
                )
                
                $
                (124,563
                )Foreign
      currency translation adjustment
                
                
                547
                
                
                
                -
                
                
                
                547Total
      other comprehensive income (loss)
                
                $
                (75,751
                )
                
                $
                (47,022
                )
                
                $
                (124,016
                )











































The
accompanying notes to financial statements are an integral part of this
statement


F-4


15
 Table of Contents




GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Consolidated Statement of Stockholders’ Equity
(Deficit)





Common
                  Shares
                
                
                Common
                  Stock
                
                
                Paid-in
                  Capital
                
                
                Deficit
      Accumulated During the Exploration
                  Stage
                
                
                Accumulated
      Other Comprehensive Income
                
                
                Total
                  Stockholders’
      EquityCommon
      shares issued for cash at $0.001January
      27, 2006
                
                
                48,750,000
                
                
                $
                2,500
                
                
                $
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                2,500Common
      shares issued for cash at  $0.02 duringthe
      period ended September 30, 2006
                
                
                47,775,000
                
                
                $
                2,450
                
                
                $
                46,550
                
                
                $
                —
                
                
                $
                —
                
                
                $
                49,000Net
      loss for the period from January 16, 2006(inception)
      to September 30, 2006
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                (1,243
                )
                
                $
                —
                
                
                $
                (1,243
                )Balance,
      September 30, 2006
                
                
                96,525,000
                
                
                $
                4,950
                
                
                $
                46,550
                
                
                $
                (1,243
                )
                
                $
                —
                
                
                $
                50,257Net
      loss for year ended September 30, 2007
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                (47,022
                )
                
                $
                —
                
                
                $
                (47,022
                )Balance,
      September 30, 2007
                
                
                96,525,000
                
                
                $
                4,950
                
                
                $
                46,550
                
                
                $
                (48,265
                )
                
                $
                —
                
                
                $
                3,235Foreign
      currency translation adjustment for year ended September 30,
      2008
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                
                
                
                $
                547
                
                
                $
                547Net
      loss for year ended September 30, 2008
                
                
                —
                
                
                $
                —
                
                
                $
                —
                
                
                $
                (76,298
                )
                
                $
                —
                
                
                $
                (76,298
                )Balance,
      September 30, 2008
                
                
                96,525,000
                
                
                $
                4,950
                
                
                $
                46,550
                
                
                $
                (124,563
                )
                
                $
                547
                
                
                $
                (72,516
                )




















































The
accompanying notes to financial statements are an integral part of this
statement


F-5


16
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Consolidated Statements of Cash Flows





Year
      ended
                  September
      30, 2008
                
                
                Year
      ended
                  September
      30, 2007
                
                
                Exploration
      Stage January 16, 2006 through
                  September
      30, 2008Cash
      flows from operating activities:Net Income (Loss) for
      period
                
                $
                (76,298
                )
                
                $
                (47,022
                )
                
                $
                (124,563
                )Reconciling
      adjustments:Adjustments
      to reconcile net loss to net cashused
      in operating activities:Accrued
      interest on shareholder loans
                
                
                2,215
                
                
                
                209
                
                
                
                2,453Accrued
      interest on loans
                
                
                18
                
                
                
                
                
                
                
                18Property
      abandonments
                
                
                18,998
                
                
                
                -
                
                
                
                18,998Net change in operating assets
      and liabilities:Prepaid
      expenses
                
                
                (2,644
                )
                
                
                9,099
                
                
                
                (3,144
                )Accounts payable and
      accrued  liabilities
                
                
                (8,373
                )
                
                
                11,520
                
                
                
                3,146Net
      cash provided (used) by operating activities
                
                
                (66,084
                )
                
                
                (26,194
                )
                
                
                (103,092
                )Cash
      flows from investing activities:Purchase of mineral
      properties
                
                
                -
                
                
                
                -
                
                
                
                (18,998
                )Net
      cash provided by investing activities
                
                
                -
                
                
                
                -
                
                
                
                (18,998
                )Cash
      flows from financing activities:Common stock issued for
      cash
                
                
                -
                
                
                
                -
                
                
                
                51,500Loans
                
                
                4,590
                
                
                
                -
                
                
                
                4,590Shareholder loans
                
                
                83,634
                
                
                
                14,900
                
                
                
                99,348Net
      cash provided by financing activities
                
                
                88,224
                
                
                
                14,900
                
                
                
                155,438Effect
      of foreign currency translation
                
                
                547
                
                
                
                -
                
                
                
                547Net
      increase (decrease) in cash
                
                
                22,687
                
                
                
                (11,294
                )
                
                
                33,895Cash,
      beginning of period
                
                
                11,208
                
                
                
                22,502
                
                
                
                -Cash,
      end of period
                
                $
                33,895
                
                
                $
                11,208
                
                
                $
                33,895






















The
accompanying notes to financial statements are an integral part of this
statement


F-6


17
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Notes to Financial Statements






NOTE
1 – Nature of Business and Operations




Overview




Gryphon
Resources, Inc. was incorporated in the State of Nevada on January 16, 2006. On
April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve
Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Our financial
statements are presented on a consolidated basis and include all accounts of
both Gryphon Resources, Inc. and its subsidiary (hereinafter the consolidated
company may be collectively referred to: “Gryphon Resources”, “Gryphon”, “We”,
“Us”, the “Registrant”, or the “Company”)





We are a
mineral exploration company and are seeking mineral exploration opportunities in
Turkey.





Our
fiscal year end is September 30th.





Operational Developments
during Fiscal 2008





On
February 25, 2008, Mr. Lou Jurinak and Mr. Serdar Kirmizioglu entered an
agreement which effected a change in control of the Company. This transaction
was reported on a Current Report on Form 8-K filed February 26, 2008. Also on
February 25, 2008, Mr. Jurinak resigned his positions as Chair, Director,
President and CEO, Chief Financial Officer, Principal Accounting Officer,
Secretary and Treasurer of the Company in favor of the position of Vice
President Administration and Mr. Kirmizioglu was appointed to the positions of
Chair, Director, President and CEO, Chief Financial Officer, Principal
Accounting Officer, Secretary and Treasurer of the Company that same
day.





During
the year we made series of changes regarding the Company’s operations. These
included: (i) the engagement of Madsen & Associates CPA’s Inc. as the
Company’s new principal independent accountant; (ii) the engagement of Empire
Stock Transfer as the Company’s new transfer agent; and (iii) the move of our
office to Bellingham, Washington. Additionally, our new CEO undertook a review
of the Company’s existing exploration projects and determined the Company should
not proceed with exploration of three gold property claims in the Province of
Saskatchewan. As a result, an impairment was charged against these assets and
they were removed from the accounting records of the Company.





On April
28, 2008 we acquired a company in Turkey (APM – see Footnote 5) and also
received from our President the transfer of certain mining license rights
in Turkey which have no accounting value at present.





On June
11, 2008 we accepted the resignation of Mr. Lou Jurinak as Vice-President
Administration and appointed Mr. David Walker to this position.





On June
23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record date and
Payment date for this stock dividend were July 3, 2008 and July 7, 2008
respectively. The Company instructed its Transfer Agent to round up to one for
any fractional interest which resulted in the calculation of the dividend. This
dividend had the effect of increasing the issued and outstanding share capital
of the Company from 4,950,000 shares to 96,525,000 shares. All references
to stock issued and stock outstanding have been retroactively adjusted as if the
stock split and stock dividend had taken place at the earliest date
shown.








F-7


18
 Table of Contents




GRYPHON
RESOURCES, INC. AND SUBSIDIARY
 (An
Exploration Stage Company)
 
 Notes
to Financial Statements
   Exploration
Stage Activities





The
Company has been in the exploration stage since January 16, 2006 and has not yet
realized any revenues from its operations.





NOTE
2 – Summary of Significant Accounting Policies





This
summary of significant accounting policies is presented to assist in
understanding Gryphon’s financial statements. The financial statements and notes
are representations of the Company’s management, who is responsible for their
integrity and objectivity. These accounting policies conform to generally
accepted accounting principles in the United States of America and have been
consistently applied in the preparation of the financial statements, which are
stated in U.S. Dollars.





The
financial statements reflect the following significant accounting
policies:





Exploration
Stage Company





The
Company is an exploration stage company as defined by SEC Industry Guide 7, and
follows the Financial Accounting Standards Board (“FASB”) Statements of
Financial Accounting Standards (“SFAS”) No. 7, where applicable. The
Company is devoting substantially all of its present efforts to establish a new
business and none of its planned principal operations have commenced.  As
an exploration stage enterprise, the Company discloses the deficit accumulated
during the exploration stage and the cumulative statements of operations and
cash flows from inception to the current balance sheet date.





Exploration
Costs and Mineral Property Right Acquisitions





The
Company follows a policy of expensing exploration expenditures until a
production decision in respect of a project has been made and the Company is
reasonably assured that it will receive regulatory approval to permit mining
operations, which may include the receipt of a legally binding project approval
certificate. If, and when, proven and probable reserves are determined for a
property and a feasibility study has been prepared with respect to the property,
then subsequent exploration and development costs of the property will be
capitalized. Costs of acquiring exploration licenses and exploration and
development costs are expensed upon acquisition. At such time that the Company
has capitalized properties, mine development costs incurred either to develop
new ore deposits, expand the capacity of mines, or to develop mine areas
substantially in advance of current production will be capitalized once proven
and probable reserves exist and the property is a commercially minable property.
Costs incurred to maintain production or to maintain assets on a standby basis
will be charged to operations.





Management
periodically reviews the carrying value of its investments in exploration
licenses with internal and external mining related professionals.  A
decision to abandon, reduce or expand a specific project is based upon many
factors including general and specific assessments of mineral deposits,
anticipated future mineral prices, anticipated future costs of exploring,
developing and operating a production mine, the expiration term and ongoing
expenses of maintaining exploration licenses and the general likelihood that the
Company will continue exploration on such project. The Company does not set
a predetermined holding period for exploration licenses with unproven deposits,
however, exploration licenses which have not demonstrated suitable metal
concentrations at the conclusion of each phase of an exploration program are to
be re-evaluated to determine if future exploration is warranted. Additionally,
at such time as the Company has capitalized properties, it will periodically
undertake to determine whether there has been any impairment in value; and that
the carrying values of the properties are appropriate. All long-lived assets
will be reviewed for impairment whenever events or circumstances change which
indicate the carrying amount of an asset may not be recoverable.








F-8


19
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)




Notes
to Financial Statements






At such
time as it has capitalized properties, the Company will evaluate the carrying
value of capitalized mining costs and related property, plant and equipment
costs, to determine if these costs are in excess of their net recoverable amount
whenever events or changes in circumstances indicate that their carrying amounts
may not be recoverable. The periodic evaluation of carrying value of capitalized
costs and any related property, plant and equipment costs are based upon
expected future cash flows and/or estimated salvage value in accordance with
SFAS No. 144, Accounting for Impairment or Disposal of Long-lived
Assets.





If an
area of interest is abandoned or it is determined that its carrying value cannot
be supported by future production or sale, the related costs will be charged
against operations in the year of abandonment or determination of
value. The amounts recorded for exploration expenses represent costs to
date and do not necessarily reflect present or future values.





The
Company’s exploration activities are subject to various laws and regulations
governing protection of the environment. These laws are continually changing,
generally becoming more restrictive. The Company expects in the future to make
expenditures to comply with such laws and regulations. At such time as the
Company has capitalized properties, the accumulated costs of properties that are
developed to the stage of commercial production will be amortized to operations
through unit-of-production depletion.





Consolidation
of Financial Statements





The
financial statements include the accounts of the Company and its subsidiary APM
Madencilik Sanayi Ve Ticaret Limited Sirketi on a consolidated basis. All
inter-company accounts have been eliminated.





Use
of Estimates





The
preparation of financial statements in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
the reported amounts of revenues and expenses during the period. Actual results
could differ from those estimates.





Earnings
or (Loss) per Share





Earnings
or (loss) per share is computed in accordance with SFAS No. 128, “Earnings per
Share”. Basic loss per share is calculated by dividing the net loss available to
common stockholders by the weighted average number of common shares outstanding
for the period. The denominator in this calculation is adjusted to reflect any
stock splits or stock dividends. On June 23, 2008, the Company declared an 18.5
for 1 stock dividend. The Record date and Payment date for this stock dividend
were July 3, 2008 and July 7, 2008 respectively. The Company instructed its
Transfer Agent to round up to one for any fractional interest which resulted in
the calculation of the dividend. This dividend had the effect of increasing the
issued and outstanding share capital of the Company from 4,950,000 shares to
96,525,000 shares. All references to stock issued and stock outstanding
have been retroactively adjusted as if the stock split and stock dividend had
taken place at the earliest date shown.





Diluted
loss per share is calculated using the treasury method which requires the
calculation of diluted loss per share by assuming that any outstanding stock
options with an average market price that exceeds the average exercise prices of
the options for the year, are exercised and the assumed proceeds are used to
repurchase shares of the Company at the average market price of the common
shares for the





F-9


20
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)




Notes
to Financial Statements







year. An
incremental per share effect is then calculated for each option. The denominator
of the diluted loss per share formulae is the number common shares outstanding
at balance sheet date plus the incremental shares assumed to be issued from
treasury for option exercises, less the number of shares assumed to be
repurchased, weighted by the period they are assumed to be outstanding. This
dilution calculation did not affect current fiscal year results because the
Company does not have an Options Plan and has not issued any stock
options.





Stock
Based Compensation





In
accordance with SFAS No. 123 (Revised 2004), “Accounting for Stock-Based
Compensation”, the Company applies the fair value method of accounting for all
stock and stock option awards. Under this method the Company measures the
compensation expense for stock and stock option grants based on the fair value
of the common stock on the date of grant and amortizes this cost over the
vesting period. In cases where vesting is immediate, the full cost of the grant
is recorded on grant date. This costing calculation did not affect current
fiscal year results because the Company has not made any stock
awards.





Estimated
Fair Value of Financial Instruments





The
carrying value of accounts payable, and other financial instruments reflected in
the financial statements approximates fair value due to the short-term maturity
of the instruments. It is management’s opinion that the Company is not exposed
to significant interest, currency or credit risks arising from these financial
instruments.





Comprehensive
Income





The
Company has adopted SFAS No. 130, "Reporting Comprehensive Income". SFAS 130
requires that the components and total amounts of comprehensive income be
displayed in the financial statements beginning in 1998. Comprehensive income
includes net income and all changes in equity during a period that arises from
non-owner sources, such as foreign currency items and unrealized gains and
losses on certain investments in equity securities. Comprehensive income for the
periods shown equals the net loss for the period less the effect of foreign
currency translation.





Income
Taxes





The
Company follows the provisions of SFAS No. 109, “Accounting for Income Taxes”,
which requires the Company to recognize deferred tax liabilities and assets for
the expected future tax consequences of events that have been recognized in the
Company’s financial statements or tax returns using the liability method. Under
this method, deferred tax liabilities and assets are determined based on the
temporary differences between the financial statement carrying amounts and tax
bases of assets and liabilities using enacted rates in effect in the years
during which the differences are expected to reverse and upon the possible
realization of net operating loss carry-forwards.





The
Company also follows the provisions of FASB issued Interpretation 48, Accounting
for Uncertainty in Income Taxes — an interpretation of FASB Statement
No. 109 (“FIN 48”). This Interpretation prescribes a recognition threshold
and measurement attribute for the financial statement recognition and
measurement of a tax position taken or expected to be taken in a tax return. In
addition, FIN 48 includes the provisions that interest penalties recognized in
accordance with FASB Interpretation 48 may be classified in the financial
statements as either income taxes or interest expense. The Company’s policy is
to recognize such items as interest expense.











F-10


21
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)





Notes
to Financial Statements








Valuation
of Long-Lived Assets





The
Company will periodically analyze its long-lived assets for potential
impairment, assessing the appropriateness of lives and recoverability of
unamortized balances through measurement of undiscounted operation cash flows on
a basis consistent with accounting principles generally accepted in the United
States of America.





Start-up
Costs





The
Company has adopted Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the
Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental
entities expense the cost of start-up activities, including organizational costs
as those costs are incurred.





Currency




The books
of the Company are maintained in United States dollars and this is the Company’s
functional and reporting currency. Foreign currency transactions are factored
into the books using the following method and translation adjustments are
recorded in Other Comprehensive Income:





(i)
            Monetary
      items are recorded at the rate of exchange prevailing as at the balance
      sheet date;


(ii)
            Non-Monetary
      items including equity are recorded at the historical rate of exchange;
      and


(iii)
            Revenues
      and expenses are recorded at the period average in which the transaction
      occurred




Cash
and Cash Equivalents





The
Company considers cash and cash equivalents to consist of cash on hand and
demand deposits in banks with an initial maturity of 90 days or
less.





Risks
and Uncertainties





The
Company is subject to substantial business risks and uncertainties inherent in
starting a new business. There is no assurance the Company will be able to
generate sufficient revenues or obtain sufficient funds necessary for launching
a new business venture.





Revenue
Recognition





Revenue
from the sale of precious and/or base metals and co-products will be recognized
when the following conditions are met: persuasive evidence of an arrangement
exists; delivery has occurred in accordance with the terms of the arrangement;
the price is fixed or determinable and collectability is reasonably assured.
Revenue for precious metal bullion will be recognized at the time of delivery
and transfer of title to counter-parties.





Capital
Assets





Capital
assets will be recorded at cost. Depreciation will be recorded based on
estimated useful lives of assets at time of acquisition. At present the Company
has no depreciable assets.








F-11


22
 Table of Contents


GRYPHON RESOURCES, INC. AND SUBSIDIARY.


(An
Exploration Stage Company)




Notes
to Financial Statements






Asset
Retirement Obligations





The
Company has adopted SFAS No. 143, Accounting for Asset Retirement
Obligations which requires that the fair value of a liability for an
asset retirement obligation be recognized in the period in which it is
incurred. SFAS No. 143 requires a liability to be recorded for the present
value of the estimated site restoration costs with corresponding increase to the
carrying amount of the related long-lived asset. The liability will be
accreted and the asset will be depreciated over the life of the related
assets. Adjustments for changes resulting from the passage of time and
changes due to either the timing or amount of the original present value
estimate underlying the obligation will be made.





Recent
Accounting Pronouncements





In
February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilities - including an amendment of FASB Statement
No. 115. This standard permits fair value measurement of certain
financial assets and liabilities in an effort to eliminate volatility of
earnings created by current practice. Most of the Statement applies only to
companies that elect fair value. However, the amendment to FASB Statement
No. 115, Accounting for Certain Investments in Debt and Equity Securities,
applies to all entities with available-for-sale and trading securities. This
statement is effective for the first fiscal period beginning after
November 15, 2007. The Company has adopted this Statement and this adoption
did not impact the Company's financial position, results of operations, or cash
flows.





In
September 2006, FASB issued SFAS No. 157 “Fair Value Measurements”. This
Statement defines fair value, establishes a framework for measuring fair value
in generally accepted accounting principles (GAAP), and expands disclosures
about fair value measurements. This Statement applies under other accounting
pronouncements that require or permit fair value measurements, the Board having
previously concluded in those accounting pronouncements that fair value is the
relevant measurement attribute. This Statement is effective for financial
statements issued for fiscal years beginning after November 15, 2007, and
interim periods within those fiscal years and earlier application is encouraged.
The Company has adopted this Statement and this adoption did not impact the
Company's financial position, results of operations, or cash flows.





In
June 2006, the FASB issued Interpretation 48, Accounting for Uncertainty in
Income Taxes — an interpretation of FASB Statement No. 109 (“FIN 48”). This
Interpretation prescribes a recognition threshold and measurement attribute for
the financial statement recognition and measurement of a tax position taken or
expected to be taken in a tax return. In addition, FIN 48 expands the disclosure
requirements concerning unrecognized tax benefits as well as any significant
changes that may occur in the next twelve months associated with such
unrecognized tax benefits. FIN 48 is effective for fiscal years beginning after
December 15, 2006. The Company has adopted FIN 48 and this adoption did not
impact the Company's financial position, results of operations, or cash
flows.





Various
additional accounting pronouncements have been issued during 2007 and 2008, none
of which are expected to have any material effect on the financial statements of
the Company.





Other





The
Company paid no dividends during the periods presented.





F-12


23
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)




Notes
to Financial Statements








The
Company consists of one reportable business segment. The Company has no revenue
to report from any customers.





As at
year end September 30, 2008 the Company's assets with carrying value are located
in the United States and Turkey.





Advertising
is expensed as it is incurred.





Certain
comparative figures in these statements have been reclassified to conform to
current year classifications.





We did
not have any off-balance sheet arrangements as at September 30, 2008 or
September 30, 2007.





NOTE
3 – Basis of Presentation and Going Concern





Generally
accepted accounting principles in the United States of America contemplate the
continuation of the Company as a going concern. However, the Company had an
operating loss in the current year of $(74,065). Additionally it has accumulated
an operating losses since its inception, a deficit in working capital and
stockholders equity and has had limited business operations, which raises
substantial doubt about the Company’s ability to continue as a going concern.
The continuation of the Company is dependent on many factors, many of which have
a high degree of uncertainty.





During
the year ended September 30, 2008, we addressed the going concern issue by
raising cash of $83,634 in shareholder loans and $4,590 in loans from other
parties. The Company’s ability to continue as a going concern is contingent upon
the successful completion of additional financing arrangements and its ability
to successfully fulfill its business plan. Management plans to attempt to raise
additional funds to finance the operating and capital requirements of the
Company through a combination of equity and debt financings. While the Company
is making its best efforts to achieve the above plans, there is no assurance
that any such activity will generate funds that will be available for
operations.





The
accompanying financial statements do not include any adjustments that might
result from the resolution of these matters.





NOTE
4 - Impairment of Mineral Properties





During
the interim period ended June 30, 2008, the Company undertook a review of the
Company’s exploration projects and determined the Company should not proceed
with the exploration of three gold property claims in the Province of
Saskatchewan. As a result, an impairment charge was recorded and the related
mineral property assets were removed from the accounting records of the
Company.





NOTE
5 – Acquisition





On April
28, 2008, the Company acquired 99 shares of the common stock (and 99% of the
shares issued and outstanding) of APM Madencilik Sanayi Ve Ticaret Limited
Sirketi (“APM”). This Company is located in Turkey. The purchase price was
$15,338. The entire purchase price was allocated to APM’s cash accounts,
totaling $15,338. No other assets or liabilities were acquired; therefore, no
goodwill was recorded. The remaining 1% interest in APM is held by our
President.




F-13


24
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)




Notes
to Financial Statements








NOTE
6 – Shareholder Loan and Loans Payable





At
September 30, 2008, the Company had one shareholder loan outstanding from a
related party of $101,801, which included $2,215 of accrued interest for the
year ended September 30, 2008 and total accrued interest of $2,453 since
inception. This loan is uncollateralized and has no fixed repayment date and is
callable at any time. During the twelve months ending September 30, 2008 this
shareholder loan increased by $85,849, after including accrued
interest.





At
September 30, 2008, the Company had a loan payable to a private company. The
loan totaled $4,608, which included $18 of accrued interest for the year ended
September 30, 2008.  The loan is uncollateralized, has no fixed
repayment date and is callable at any time.





NOTE
7 – Related Party Transactions





During
the year ending September 30, 2008 related party transactions included: (i) the
shareholder loan activity recorded in Note 6; and payment of $1,940 in wages to
our CEO.





NOTE
8 – Common Stock and Stock Dividend





On
January 27, 2006, the Company issued 2,500,000 shares of its common stock to its
founding President for cash. This transaction was valued at a board approved
value of $0.001 per share for total proceeds of $2,500.





During
the fiscal year ending September 30, 2006, the Company issued 2,450,000 shares
of its common stock in a private offering at $0.02 per share for total proceeds
of $49,000.





On June
23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record date and
Payment date for this stock dividend were July 3, 2008 and July 7, 2008
respectively. The Company instructed its Transfer Agent to round up to one for
any fractional interest which resulted in the calculation of the dividend. This
dividend had the effect of increasing the issued and outstanding share capital
of the Company from 4,950,000 shares to 96,525,000 shares. All references to
stock issued and stock outstanding have been retroactively adjusted as if the
stock split and stock dividend had taken place at the earliest date
shown.





NOTE
9 – Operating Leases





Office
premises in the US and Turkey are leased on a monthly basis. Gryphon’s office is
located at suite 1313 East Maple Street, Suite 201-462, Bellingham, Washington
98225 and incurs monthly rent of $80. The Company’s subsidiary APM is located at
1587/1 sok. Rod-kar 2 Is merkezi, No:8, K:7 35110 Cinarli, Izmir, Turkey and
incurs monthly rent of 1,300 Turkish Lira (US$ $1,033). Both rental agreements
may be cancelled with one month’s notice.











F-14


25
 Table of Contents


GRYPHON
RESOURCES, INC. AND SUBSIDIARY


(An
Exploration Stage Company)




Notes
to Financial Statements








NOTE
10 – Income Taxes





The
Company is subject to federal income taxes in the United States and Turkey. The
Company had no income taxes payable during the reported periods due to net
operating losses.





Deferred
income taxes arise from temporary timing differences in the recognition of
income and expenses for financial reporting and tax purposes. The Company's
deferred tax assets consist entirely of the benefit from net operating loss
carry-forwards. The Company's deferred tax assets are offset by a valuation
allowance due to the uncertainty of the realization of the net operating loss
carry-forwards.  Net operating loss carry-forwards may be further
limited by a change in company ownership and other provisions of the tax
laws.




Income
taxes at the statutory rate are reconciled to the Company’s actual income taxes
as follows:





Income
      tax benefit at statutory rate resulting from net operating Loss
      carryforward
                        (35%)Deferred
      income tax valuation allowance
                        35%Actual
      tax rate
                        0%





The
Company's deferred tax assets, valuation allowance, and change in valuation
allowance are as follows (“NOL” denotes Net Operating Loss):





Year Ending
                    
                    Estimated
                      NOL
                      Carry-forward
                    
                    NOL
                      Expires
                    
                    Estimated
                      Tax
                      Benefit
                      from NOL
                    
                    
                    Valuation
                      Allowance
                    
                    
                    Net
      Tax
                      Benefit2006
                    
                    $
                    (1,243
                    )
                    2026
                    
                    $
                    435
                    
                    
                    $
                    (435
                    )
                    
                    $
                    —2007
                    
                    $
                    (47,022
                    )
                    2027
                    
                    $
                    16,458
                    
                    
                    $
                    (16,458
                    )
                    
                    $
                    —2008
                    
                    $
                    (76,298
                    )
                    2028
                    
                    $
                    26,704
                    
                    
                    $
                    (26,704
                    )
                    
                    $
                    —$
                    (124,563
                    )
                    
                    
                    $
                    43,597
                    
                    
                    $
                    (43,597
                    )
                    
                    $
                    —





The total
valuation allowance for the year ended September 30, 2008 is $(43,597) which
increased by $(26,704) for the year ended September 30, 2008





NOTE
11 - Mineral Properties Rights Acquisition





On April
28, 2008, the Company’s President transferred into the Company’s subsidiary
certain mining license rights in Turkey which have no accounting value at
present. No financial data pertaining to this transaction has been incorporated
into these financial statements.











F-15


26
 Table of Contents


ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON
ACCOUNTING AND FINANCIAL DISCLOSURE




There
were no disagreements with our accountants regarding accounting and financial
disclosure matters.





On March
6, 2008, we filed a Current Report on Form 8-K which reported on Item 4.01
Changes in Registrant’s Certifying Accountant. The information in this report is
as follows:





On March
3, 2008, Gryphon Resources, Inc. (the “Company”) engaged Madsen & Associates
CPA’s Inc., an independent registered public accounting firm, as the Company’s
new principal independent accountant and accordingly dismissed Schumacher &
Associates, Inc. CPAs this same day.





Schumacher
& Associates, Inc. CPAs audited the financial statements of the registrant
for the period from January 16, 2006 (date of inception) through September 30,
2006 and the full fiscal year ending September 30, 2007 and was engaged by the
Company as its independent accountant until March 3, 2008.





Schumacher
& Associates, Inc.’s reports in each of the past two years did not contain
an adverse opinion or disclaimer of opinion, and were not qualified or modified
as to uncertainty, audit scope, or accounting principles, other than reflecting
an uncertainty as to the Company’s ability to continue as a going
concern.





The
decision to change our principal independent accountant was approved by the
board of directors of the Company.





There
were no disagreements with Schumacher & Associates Inc. on any matter of
accounting principal or practices, financial statement disclosure, or auditing
scope or procedure during the two most recent fiscal years or any later interim
period, other than as described in the following paragraph.





We
provided Schumacher & Associates, Inc. with a copy of the Current Report on
Form 8-K prior to its filing with the SEC, and requested that they furnish us
with a letter addressed to the SEC stating whether they agree with the
statements made in this Current Report on Form 8-K, and if not, stating the
aspects with which they do not agree. The letter from Schumacher &
Associates, Inc. is filed as Exhibit 16.1 to the Current Report on Form
8-K.





Madsen
& Associates CPA’s Inc. were not engaged by the Company during the two most
recent fiscal years and the subsequent interim period as either principal
accountant to audit our financial statements or as a consultant.





ITEM 9A.  CONTROLS AND PROCEDURES




Evaluation
of Disclosure Controls and Procedures




The
Company maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in the Company's Exchange Act reports
is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and forms, and that such information is accumulated
and communicated to the Company's management, including its Chief Executive
Officer and Chief Financial Officer, as appropriate, to allow timely decisions
regarding required disclosure based closely on the definition of "disclosure
controls and procedures" in Rule 13a-15(e). The Company's
disclosure





27
 Table of Contents


controls
and procedures are designed to provide a reasonable level of assurance of
reaching the Company's desired disclosure control objectives. In designing and
evaluating the disclosure controls and procedures, management recognized that
any controls and procedures, no matter how well designed and operated, can
provide only reasonable assurance of achieving the desired control objectives,
and management necessarily was required to apply its judgment in evaluating the
cost-benefit relationship of possible controls and procedures. The Company's
certifying officer has concluded that the Company's disclosure controls and
procedures are ineffective in reaching that level of assurance.




As of the
end of the period being reported upon, the Company carried out an evaluation,
under the supervision and with the participation of the Company's management,
including the Company's Chief Executive Officer and the Company's Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures. Based on the foregoing, our Chief
Executive Officer and Chief Financial Officer concluded that our disclosure
controls and procedures were ineffective.




Management's
Report on Internal Control over Financial Reporting




Management
of the Company is responsible for establishing and maintaining adequate internal
control over financial reporting (as defined in Section 13a-15(f) of the
Securities Exchange Act of 1934, as amended). Internal control over financial
reporting is a process designed by, or under the supervision of, the Company's
CFO to provide reasonable assurance regarding the reliability of financial
reporting and the preparation of the Company's financial statements for external
reporting purposes in conformity with U.S. generally accepted accounting
principles and include those policies and procedures that (i) pertain to the
maintenance of records that in reasonable detail accurately and fairly reflect
the transactions and disposition of the assets of the company; (ii) provide
reasonable assurance that transactions are recorded as necessary to permit
preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the Company are
being made only in accordance with authorizations of management and directors of
the Company; and (iii) provide reasonable assurance regarding prevention or
timely detection of unauthorized acquisition, use or disposition of the
Company's assets that could have a material effect on the financial
statements.




As of
September 30, 2008, management conducted an assessment of the effectiveness of
the Company's internal control over financial reporting based on the framework
established in Internal Control-Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Based on the
criteria established by COSO management concluded that the Company's internal
control over financial reporting was not effective as of September 30, 2008, as
a result of the identification of the material weaknesses described
below.




A
material weakness is a deficiency or combination of deficiencies in internal
control over financial reporting, such that there is a reasonable possibility
that a material misstatement of the annual or interim financial statements will
not be prevented or detected on a timely basis.




Specifically,
management identified the following control deficiencies. (1) The Company has
not properly segregated duties as one or two individuals initiate, authorize,
and complete all transactions. The Company has not implemented measures that
would prevent the individuals from overriding the internal control system. The
Company does not believe that this control deficiency has resulted in deficient
financial reporting because the Chief Financial Officer is aware of his
responsibilities under the SEC's reporting requirements




28
 Table of Contents


and
personally certifies the financial reports. (2) The Company has installed
accounting software that does not prevent erroneous or unauthorized changes to
previous reporting periods and does not provide an adequate audit trail of
entries made in the accounting software.




Accordingly,
while the Company has identified certain material weaknesses in its system of
internal control over financial reporting, it believes that it has taken
reasonable steps to ascertain that the financial information contained in this
report is in accordance with generally accepted accounting principles.
Management has determined that current resources would be appropriately applied
elsewhere and when resources permit, they will alleviate material weaknesses
through various steps.




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




Changes in Internal Control
over Financial Reporting




During
the year ended September, 2008, there were no changes in the Company's internal
controls over financial reporting, known to the chief executive officer or the
chief financial officer, that have materially affected, or are reasonably likely
to materially affect, the Company's internal control over financial
reporting





Limitations
on the Effectiveness of Controls





The
Company has confidence in its revised regime of internal controls and
procedures. Nevertheless, the Company’s management (including the Chief
Executive Officer and Chief Financial Officer) believes that a control system,
no matter how well designed and operated can provide only reasonable assurance
and cannot provide absolute assurance that the objectives of the internal
control system are met, and no evaluation of internal controls can provide
absolute assurance that all control issues and instances of fraud, if any,
within a company have been detected. Further, the design of an internal control
system must reflect the fact that there are resource constraints, and the
benefits of controls must be considered relative to their costs. Because of the
inherent limitation in all internal control systems, no evaluation of controls
can provide absolute assurance that all control issuers and instances of fraud,
if any, within the Company have been detected.





ITEM 9B.  OTHER INFORMATION





None.











29
 Table of Contents




PART III




ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS, AND CORPORATE
GOVERNANCE




Our
directors and officers, as of September 30, 2008, were as set forth below. The
directors hold office for their respective term and until their successors are
duly elected and qualified. Vacancies in the Board are filled by a majority vote
of the remaining directors. The officers serve at the will of the Board of
Directors. The term of the directors listed below is each one year.





Name
                  Age
                  Positions
      and Offices HeldSerdar
      Kirmizioglu
                  33
                  President
      & Chief Executive Officer, Chief Financial Officer, Principal
      Accounting Officer, Secretary and Treasurer, Director and Board
      Chair




Set forth
below is a brief description of the background and business experience of our
executive officers and directors for the past five years.




Serdar
Kirmizioglu





Mr.
Kirmizioglu has extensive experience in mining operations management and
engineering. He has held a series of progressively senior positions in a variety
of mining and construction firms in Turkey. From 2000 to 2003 he held the
position of Raw Material Manager and subsequently Quality Control Manager of
Bleaching Refined Oil Processing with Bensan Activated Bentonit Industry Co.
From 2004 to 2006 he was the Project and R&D Manager and subsequently Quarry
Enterprise, Production Manager for Bemas Concrete Manufacturing and Construction
Materials Co. During 2006, Mr. Kirmizioglu was the Technical Manager for Asos
Marble Co. and in 2007 held the position of Assistant Chairman of the Board of
Directors for Kirser Mining and Construction Co. Mr. Kirmizioglu joined Gryphon
Resources, Inc. as President & CEO in 2008.





Mr.
Kirmizioglu is a member of the Turkish Chamber of Mining Engineers and received
his degree as Bachelor of Mining Engineering from Cukurova University in
1998.





Family
Relationships





There are
no family relationships between or among any of our officers or
directors.





Involvement
in Certain Legal Proceedings




To our
knowledge, during the past five years, no present or former director or
executive officer of the Company: (1) filed a petition under the federal
bankruptcy laws or any state insolvency law, nor had a receiver, fiscal agent or
similar officer appointed by a court for the business or present of such a
person, or any partnership in which he was a general partner at or within two
years before the time of such filing, or any corporation or business association
of which he was an executive officer within two years before the time of such
filing; (2) was convicted in a criminal proceeding or named subject of a pending
criminal proceeding (excluding traffic violations and other minor offenses); (3)
was the subject of any order, judgment or decree, not subsequently reversed,
suspended or vacated, of any court of competent jurisdiction, permanently or
temporarily enjoining him from or otherwise limiting the following activities:
(i) acting as a futures commission merchant, introducing broker, commodity
trading advisor, commodity pool operator, floor broker, leverage transaction
merchant, associated person of any of the foregoing, or as an investment
advisor, underwriter, broker or dealer in securities, or as an affiliated
person, director of any investment company, or engaging in or continuing any
conduct or practice in connection




30
 Table of Contents


with such
activity; (ii) engaging in any type of business practice; (iii) engaging in any
activity in connection with the purchase or sale of any security or commodity or
in connection with any violation of federal or state securities laws or federal
commodity laws; (4) was the subject of any order, judgment or decree, not
subsequently reversed, suspended or vacated, of any federal or state authority
barring, suspending or otherwise limiting for more than 60 days the right of
such person to engage in any activity described above under this Item, or to be
associated with persons engaged in any such activity; (5) was found by a court
of competent jurisdiction in a civil action or by the Securities and Exchange
Commission to have violated any federal or state securities law and the judgment
in subsequently reversed, suspended or vacate; (6) was found by a court of
competent jurisdiction in a civil action or by the Commodity Futures Trading
Commission to have violated any federal commodities law, and the judgment in
such civil action or finding by the Commodity Futures Trading Commission has not
been subsequently reversed, suspended or vacated.





Audit
Committee Financial Expert





In 2006
the Board delegated responsibilities of the Audit Committee to the full Board.
Due to the fact that the Company is in its exploration stage, it has not yet
been able to recruit and compensate a financial expert for the Audit
Committee.





Compliance
With Section 16(a) of the Exchange Act - Beneficial Ownership Reporting
Compliance





Section
16(a) of the Exchange Act as amended requires the Company's officers and
directors, and persons who own more than 10% of a registered class of the
Company's equity securities (the "10% Stockholders"), to file reports of
ownership and changes of ownership with the Securities and Exchange Commission.
Officers, directors and 10% Stockholders of the Company are required by
Commission regulation to furnish the Company with copies of all Section 16(a)
forms so filed.





Based
solely upon a review of filings made and other information available to it, the
Company believes that each of the Company's present Section 16 reporting persons
filed all forms required of them by Section 16(a) during the year
2008.





Based
solely upon a review of the Forms 3, 4, and 5 furnished to us for the fiscal
year ended September 30, 2008, we have determined that our directors, officers,
and greater than 10% beneficial owners complied with all applicable Section 16
filing requirements.





Code
of Ethics and Conduct





The Board
approved a code of ethics and conduct which was filed as an exhibit to our
registration statement on Form SB-2 filed February 26, 2006 and is incorporated
herein by this reference.





Director
Compensation





During
the year ended September 30, 2008, there were no cash payments, nor stock or
option grants made to any directors.








31
 Table of Contents


ITEM 11.  EXECUTIVE COMPENSATION




The
following tables set forth information regarding the salaries and other
compensation paid to our executive officer in our most recent fiscal year ended
September 30, 2008 and since inception:








SUMMARY
      COMPENSATION TABLEName
      and Principal Position
              Year
              Salary
                ($)
              Bonus
                ($)
              Other
      Annual Compensation
                ($)
              Restricted
      Stock Awards or SRAs ($) (1)
              Securities
      Underlying
                Options
      or
                SARs
      (#)
              LTIP
                Payouts
                ($)
      (2)
              All
      Other
                Compensation
                ($)Serdar
      Kirmizioglu President & CEO, CFO, PAO
              Fiscal
                2008
              1,940
              Nil
              Nil
              Nil
              Nil
              Nil
              NilSerdar
      Kirmizioglu President & CEO, CFO, PAO
              Fiscal
                2007
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              NilSerdar
      Kirmizioglu President & CEO, CFO, PAO
              Fiscal
                2006
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil





(1) SARs are “Stock Appreciation
Rights”


(2) LTIP’s are “Long-Term Incentive
Plans”








Option/SAR
      Grants in Last Fiscal YearName
              Number
      of
                Securities
      Underlying
                Options
      or SAR’s
                (#)
              Percentage
      of
                Total
      Options or
                SARs
      Granted to
                Employee
      in
                Fiscal
      Year
              Exercise
      Price ($/share)
              Expiration
      Date
              Grant
      Date
                Value
      ($)(no
      grants made)
              Nil
              -
              -
              -
              -








Aggregated
      Option/SAR Exercises and Fiscal Year-End Options/SAR
  TableName
              Shares
                Acquired
      on
                Exercise
                (#)
              Value
                Realized
                ($)
              Number
      of Securities
                Underlying
      Unexercised
                Options/SARs
      at FY-end
                (#)
              Value
      of Unexercised
                In-the-Money
      Options/SARs
                at
      FY-End
                ($)Exercisable
              Unexercisable
              Exercisable
              Unexercisable(no
      grants made)
              Nil
              Nil
              Nil
              Nil
              Nil
              Nil





32
 Table of Contents
  The
Company has not adopted an Options Plan.





No
retirement, pension, profit sharing, or insurance programs or other similar
programs have been adopted by us for the benefit of our employees.





The
Company has not yet established a Compensation Committee of the Board and plans
to do so in the near future.





The
Company does not have an employment agreement with its President & CEO and
there is no policy in place which creates a relationship between corporate
performance and executive or director compensation.





ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND
MANAGEMENT AND RELATED STOCKHOLDER MATTERS




Under the
rules of the Commission, a person (or group of persons) is deemed to be a "beneficial owner" of a
security if he or she, directly or indirectly, has or shares the power to vote
or to direct the voting of such security, or the power to dispose of or to
direct the disposition of such security.  Accordingly, more than one
person may be deemed to be a beneficial owner of the same security. A person is
also deemed to be a beneficial owner of any security, which that person has the
right to acquire within 60 days, such as options or warrants to purchase our
common stock.





The
following table sets forth each person known by us to be the beneficial owner of
five percent or more of the Company’s Common Stock and all such persons as a
group. Each person has sole voting and investment power with respect to the
shares shown.








Security
      Ownership of Certain Beneficial OwnersTitle
      of Class
              Name
      and Address of Beneficial Owner
              Amount
      and Nature of Beneficial Owner
              Percent
      of Class (1)Common
      Stock
              Serdar
      Kirmizioglu
                1313
      East Maple Street,
                Bellingham,
      Washington 98225
              48,750,000
              50.5%Common
      Stock
              All
      Included Persons as a Group
              48,750,000
              50.5%




(1) The denominator for this calculation is based
on the 96,525,000 issued shares of the Company.








33
 Table of Contents
  The
following table sets the beneficial ownership of the Company’s Common Stock by
all directors and officers individually and all directors and officers of the
Company as a group. Each person has sole voting and investment power with
respect to the shares shown.





Security
      Ownership of Certain Beneficial OwnersTitle
      of Class
              Name
      and Address of Beneficial Owner
              Amount
      and Nature of Beneficial Owner
              Percent
      of ClassCommon
      Stock
              Serdar
      Kirmizioglu
                President
      & CEO, CFO, PAO, Secretary & Treasurer, Director and Board
      Chair
                1313
      East Maple Street, Bellingham, Washington 98225
              48,750,000
              50.5%Common
      Stock
              All
      Directors & Officers
                as
      a Group
              48,750,000
              50.5%





ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND
DIRECTOR INDEPENDENCE




Transactions
with Management and Others





During
the year ending September 30, 2008 there were no related party transactions
which exceeded $60,000 in value.





Certain
Business Relationships





None to
report.





ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES





In its
capacity as the Audit Committee, the Board of Directors pre-approves all audit
(including audit-related) and permitted non-audit services to be performed by
the independent auditors. The Board of Directors annually approves the scope and
fee estimates for the year-end audit to be performed by the Corporation’s
independent auditors for the fiscal year. With respect to other permitted
services, the Board of Directors pre-approves specific engagements, projects and
categories of services on a fiscal year basis, subject to individual project and
annual maximums. To date, the Company has not engaged its auditors to perform
any non-audit related services.




Audit
Fees


The
aggregate fees billed for the last three fiscal years for professional services
rendered by the principal accountant for the audit of the Company’s annual
financial statements and review of financial statements included in the
Company’s Form 10-Qs or services that are normally provided by the accountant in
connection with statutory and regulatory engagements for those fiscal years
was:





2008 –
$9,500 – Madsen & Associates CPAs Inc.


2007 –
$12,800 – Schumacher & Associates Inc.


2006 –
$8,000 – Schumacher & Associates Inc.




34
 Table of Contents


Audit - Related
Fees


The
aggregate fees billed in each of the last two fiscal years for assurance and
related services by the principal accountants that are reasonably related to the
performance of the audit or review of the Company’s financial statements and are
not reported in the preceding paragraph:





2008 –
$Nil – Madsen & Associates CPAs Inc.


2007 –
$Nil –  Schumacher & Associates Inc.


2006 –
$Nil – Schumacher & Associates Inc.





Tax Fees


The
aggregate fees billed in each of the last two fiscal years for professional
services rendered by the principal accountant for tax compliance, tax advice,
and tax planning was:





2008 –
$Nil – Madsen & Associates CPAs Inc.


2007 –
$Nil – Schumacher & Associates Inc.


2006 –
$Nil – Schumacher and Associates Inc.





All Other
Fees


The
aggregate fees billed in each of the last two fiscal years for the products and
services provided by the principal accountant, other than the services reported
in paragraphs (1), (2), and (3) was:





2008 –
$Nil – Madsen & Associates CPAs Inc.


2007 –
$Nil – Schumacher & Associates Inc.


2006 –
$Nil – Schumacher and Associates Inc.




PART IV




ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES




No.
                Exhibit Description3.1
                Articles
      of Incorporation*3.2
                Certificate
      of Amendment of Articles of Incorporation*3.2
                Bylaws*14.1
                Code
      of Ethics*31.1
                Certificate of President and Chief Executive
      Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section
      302 of the Sarbanes-Oxley Act of 200231.2
                Certificate of Chief Executive Officer pursuant
      to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
                Certificate of Chief Executive Officer and Chief
      Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
      to Section 906 of the Sarbanes-Oxley Act of
  2002





*
   Filed as an exhibit to our registration statement on Form SB-2
filed February 26, 2006 and incorporated herein reference







35
 Table of Contents




SIGNATURES




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




GRYPHON
RESOURCES, INC.





/s/ Serdar
Kirmizioglu


Serdar
Kirmizioglu


President
and Chief Executive Officer, Chief Financial Officer,


Principal
Accounting Officer, Secretary and Treasurer, Director


and Board
Chair




Dated:
January 13, 2009



















































36