**SECURITIES AND EXCHANGE COMMISSION****WASHINGTON, D.C. 20549**____________________________**FORM 10-KSB****____________________________

| [X] | ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES							EXCHANGE ACT OF 1934 |
|-----|--------------------------------------------------------------------------------------|

**For the fiscal year ended September 30, 2007**

| [  ] | TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES							EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

_______________ to _______________ |
|----------------|-------------------------------------------------------------------------------------------------------------------------------------------------------------|

Commission File # 333-140880**GRYPHON RESOURCES, INC.**(Exact name of small business issuer as specified in its charter)**Nevada**(State or other jurisdiction of incorporation or organization)**98-0486176**(IRS Employer Identification Number)**6550 Raleigh Street						Vancouver, British Columbia, Canada V5S 2W8**(Address of principal executive offices)**(778) 891-7072**(Issuer’s telephone number)

Securities registered under Section 12(b) of the Exchange Act:				Title of each class:                                             Name of each exchange on which registered:None                                                                The issuer’s shares are not yet listed for trading on an                                                                          exchange or stock marketSecurities registered under Section 12(g) of the Exchange Act:				Title of class:Not Applicable

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**TABLE OF CONTENTS**                                                                                            |     |
|--------------------|------------------------------------------------------------------------------------------------------------------------|----------|
|               |                                                                                                              | **Page** |
| **PART I**         |                                                                                                                   |     |
|               |                                                                                                                   |     |
| Item 1.            | Description of Business                                                                                                | 1        |
| Item 2.            | Description of Property                                                                                                | 6        |
| Item 3.            | Legal Proceedings                                                                                                      | 7        |
| Item 4.            | Submission of Matters to a Vote of Security Holders                                                                    | 7        |
|               |                                                                                                                   |     |
|               |                                                                                                                   |     |
| **PART II**        |                                                                                                                   |     |
|               |                                                                                                                   |     |
| Item 5.            | Market for Common Equity and Related Stockholder Matters                                                               | 7        |
| Item 6.            | Management’s Discussion and Analysis                                                                             | 7        |
| Item 7.            | Financial Statements                                                                                                   | F-1(10)  |
| Item 8.            | Changes In and Disagreements With Accountants on Accounting and								Financial Disclosure                            | 22       |
| Item 8A.           | Controls and Procedures                                                                                                | 22       |
| Item 8B.           | Other Information                                                                                                      | 22       |
|               |                                                                                                                   |     |
|               |                                                                                                                   |     |
| **PART III**       |                                                                                                                   |     |
|               |                                                                                                                   |     |
| Item 9.            | Directors, Executive Officers, Promoters and Control Persons;								Compliance With Section 16(a) of the Exchange Act | 23       |
| Item 10.           | Executive Compensation                                                                                                 | 24       |
| Item 11.           | Security Ownership of Certain Beneficial Owners and Management and								Related Stockholder Matters                  | 25       |
| Item 12.           | Certain Relationships and Related Transactions                                                                         | 25       |
| Item 13.           | Exhibits                                                                                                               | 25       |
| Item 14.           | Principal Accountant Fees and Services                                                                                 | 26       |
|               |                                                                                                                   |     |
|               | Signatures                                                                                                             | 27       |

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**ITEM 1.     DESCRIPTION OF BUSINESS**This annual report on Form 10-KSB contains "forward-looking statements" relating to the registrant, Gryphon Resources, Inc., which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth.  For this purpose, any statement contained in this annual report on Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", “expect”, "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.**OVERVIEW OF COMPANY**Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006 under the name Gryphon Oil & Gas, Inc. On March 22, 2007, our name was changed to Gryphon Resources, Inc. to more accurately reflect the nature of our operations. To date, we have had no revenues. We have also received a going concern opinion from our auditors, because we are an exploration stage company and have accumulated a deficit of $(48,265) for the period from January 16, 2006 (inception) to September 30, 2007. Our auditors have substantial doubt about our ability to continue as a going concern. Our Articles of Incorporation, filed with the Secretary of State of Nevada, provides among other things that the Board of Directors be composed of Lou Jurinak. Our authorized capital consists of 100,000,000 Common Shares. No Non-Voting Common or Preferred Shares have been authorized. Upon incorporation, our Board of Directors appointed Lou Jurinak to the offices of President, Chief Executive Officer, Chief Financial Officer, Principal Accounting Officer, Chair of the Board of Directors, Secretary, Treasurer and Chair of the Company’s Audit Committee. We are currently engaged in the business of acquiring and exploring properties for the existence of commercially viable deposits of gold in Canada. We may also pursue other mineral exploration projects as opportunities arise.				Our financial statements are prepared in accordance with U.S. generally accepted accounting principles and we have expensed all development expenses related to the establishment of the company. Our fiscal year end is September 30th.				Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings.

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**ITEM 5.     MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER****MATTERS****Market Information**The Company’s shares are not yet listed for trading on an exchange or stock market and therefore there is not a public market for its common equity. The Company has no senior securities outstanding.**Holders**As of December 17, 2007, the Company had 36 shareholders of its common shares.**Dividends**There are no restrictions that would limit the Company from paying dividends. The Company paid no dividends during the periods presented and has no intention of paying dividends in the foreseeable future.**Sales of Unregistered Securities**There were no sales of unregistered securities subsequent to the registration of the common shares of recorded on the Form SB-2 which became effective August 14, 2007.**Securities Authorized for Issuance Under Equity Compensation Plans**During the most recent fiscal year ended, the Company did not have any compensation plans nor individual compensation arrangements under which it might authorize the issuance of equity securities, options, or registration rights to employees or non-employees in exchange for consideration in the form of goods or services.**ITEM 6.     MANAGEMENTS’ DISCUSSION AND PLAN OF OPERATIONS****Overview**This annual report on Form 10-KSB contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth. For this purpose, any statement contained in this quarterly report on Form 10-KSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other

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**GRYPHON RESOURCES, INC.*****(an Exploration Stage Company)*****INDEX TO FINANCIAL STATEMENTS****Fiscal Year Ended September 30, 2007**

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|                                                                                                            | Page        |
|------------------------------------------------------------------------------------------------------------|-------------|
|                                                                                                  |             |
| Report of Independent Registered Public Accounting Firm                                                    | F-2         |
|                                                                                                  |             |
| Financial Statements:                                                                                      |             |
|                                                                                                  |             |
|             Balance Sheet                           | F-3         |
|                                                                                                  |             |
|             Statement of Operations                 | F-4         |
|                                                                                                  |             |
|             Statement of Stockholders’ Equity | F-5         |
|                                                                                                  |             |
|             Statements of Cash Flows                | F-6         |
|                                                                                                  |             |
|             Notes to Financial Statements           | F-7 to F-13 |

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**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, 2006 and 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) to September 30, 2006 and 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

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|                                                                                                                                 |   | September 30,							2007 |
|---------------------------------------------------------------------------------------------------------------------------------|---|--------------------------|
|                                                                                                                                 |   |                          |
| ASSETS                                                                                                                          |   |                          |
|                                                                                                                       |   |                          |
| CURRENT ASSETS                                                                                                                  |   |                          |
| Cash - Note 2                                                                                                                   | $ | 11,208                   |
| Prepaid expenses                                                                                                                |   | 500                      |
|                                                                                                                                 |   |                          |
| Total current assets                                                                                                            |   | 11,708                   |
|                                                                                                                       |   |                          |
| OTHER ASSETS                                                                                                                    |   |                          |
| Mineral property – Notes 1, 2, 5 and 6                                                                                     |   | 18,998                   |
|                                                                                                                                 |   |                          |
| Total other assets                                                                                                              |   | 18,998                   |
|                                                                                                                                 |   |                          |
|                                                                                                                       |   |                          |
| Total assets                                                                                                                    | $ | 30,706                   |
|                                                                                                                                 |   | =============            |
|                                                                                                                       |   |                          |
| LIABILITIES AND STOCKHOLDERS’ EQUITY                                                                                      |   |                          |
|                                                                                                                       |   |                          |
| CURRENT LIABILITIES                                                                                                             |   |                          |
| Accounts payable                                                                                                                | $ | 1,520                    |
| Accrued liabilities                                                                                                             |   | 10,000                   |
| Shareholder advances – Note 9                                                                                              |   | 15,951                   |
|                                                                                                                                 |   |                          |
| Total current liabilities                                                                                                       |   | 27,471                   |
|                                                                                                                       |   |                          |
| COMMITMENTS AND CONTINGENCIES – Note 6                                                                                     |   |                          |
|                                                                                                                       |   |                          |
| STOCKHOLDERS’ EQUITY (DEFICIT)                                                                                            |   |                          |
| Common shares, 100,000,000 shares with par value							$0.001 authorized, 4,950,000 shares issued and outstanding – Note 8 |   | 4,950                    |
| Paid-in Capital – Note 8                                                                                                   |   | 46,550                   |
| Accumulated deficit in the exploration stage                                                                                    |   | (48,265)                 |
|                                                                                                                                 |   |                          |
| Total stockholders’ equity                                                                                                |   | 3,235                    |
|                                                                                                                                 |   |                          |
|                                                                                                                       |   |                          |
| Total liabilities and stockholders’ equity                                                                                | $ | 30,706                   |
|                                                                                                                                 |   | =============            |

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|                                           |   | Fiscal Year								ending								September 30, 2007 |   | January 16, 2006								(inception) through								September 30, 2006 |   | January 16, 2006								(inception) through								September 30, 2007 |
|-------------------------------------------|---|-----------------------------------------------------|---|-----------------------------------------------------------------------|---|-----------------------------------------------------------------------|
|                                           |   |                                                     |   |                                                                       |   |                                                                       |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| EXPENSES:                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Professional fees                         | $ | 42,380                                              | $ | -                                                                     | $ | 42,380                                                                |
| Administrative expenses                   |   | 4,433                                               |   | 1,214                                                                 |   | 5,647                                                                 |
|                                           |   |                                                     |   |                                                                       |   |                                                                       |
| Total expenses                            |   | 46,813                                              |   | 1,214                                                                 |   | 48,027                                                                |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Net (loss) from Operations                |   | (46,813)                                            |   | (1,214)                                                               |   | (48,027)                                                              |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Interest expense                          |   | (209)                                               |   | (29)                                                                  |   | (238)                                                                 |
|                                           |   |                                                     |   |                                                                       |   |                                                                       |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Net (loss)                                | $ | (47,022)                                            | $ | (1,243)                                                               | $ | (48,265)                                                              |
|                                           |   | ===============                                     |   | ===============                                                       |   | ===============                                                       |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Loss per common share                     | $ | (0.01)                                         | $ | Nil                                                                   | $ | (0.01)                                                                |
|                                 |   |                                                     |   |                                                                       |   |                                                                       |
| Weighted average shares  Outstanding |   | 4,950,000                                           |   | 3,319,188                                                             |   | 4,274,639                                                             |

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|                                                                                               |           |   |         |   |         |   | Deficit     |   |               |
|-----------------------------------------------------------------------------------------------|-----------|---|---------|---|---------|---|-------------|---|---------------|
|                                                                                               |           |   |         |   |         |   | Accumulated |   |               |
|                                                                                               |           |   |         |   |         |   | During the  |   | Total         |
|                                                                                               | Common    |   | Common  |   | Paid-in |   | Exploration |   | Stockholders' |
|                                                                                               | Shares    |   | Stock   |   | Capital |   | Stage       |   | Equity        |
|                                                                                               |           |   |         |   |         |   |             |   |               |
| Common shares issued for cash at $0.001  January 27, 2006                                | 2,500,000 | $ | 2,500   | $ | —  | $ | —      | $ | 2,500         |
| Common shares issued for cash at  $0.02 during  the period ended September 30, 2006 | 2,450,000 | $ | 2,450   | $ | 46,550  | $ | —      | $ | 49,000        |
| Net loss for the period from January 16, 2006  (inception) to September 30, 2006         | —    | $ | —  | $ | —  | $ | (1,243)     | $ | (1,243)       |
|                                                                                               |           |   |         |   |         |   |             |   |               |
| Balance, September 30, 2006                                                                   | 4,950,000 | $ | 4,950   | $ | 46,550  | $ | (1,243)     | $ | 50,257        |
|                                                                                     |           |   |         |   |         |   |             |   |               |
| Net loss for year ended September 30, 2007                                                    | —    | $ | —  | $ | —  | $ | (47,022)    | $ | (47,022)      |
|                                                                                               |           |   |         |   |         |   |             |   |               |
| Balance, September 30, 2007                                                                   | 4,950,000 | $ | 4,950   | $ | 46,550  | $ | (48,265)    | $ | 3,235         |
|                                                                                               | =======   |   | ======= |   | ======= |   | =========   |   | =========     |

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|                                                                                                                                                                   |   | Fiscal Year								ending								September 30,								2007 |   | January 16, 2006								(inception)								through								September 30,								2006 |   | January 16, 2006								(inception)								through								September 30,								2007 |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|---|------------------------------------------------------------|---|-------------------------------------------------------------------------------------|---|-------------------------------------------------------------------------------------|
|                                                                                                                                                                   |   |                                                            |   |                                                                                     |   |                                                                                     |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Cash flows from operating activities:                                                                                                                             |   |                                                            |   |                                                                                     |   |                                                                                     |
|             Net loss for the period                                                                        | $ | (47,022)                                                   | $ | (1,243)                                                                             | $ | (48,265)                                                                            |
|             Reconciling adjustments:                                                                       |   |                                                            |   |                                                                                     |   |                                                                                     |
|             Adjustments to reconcile net loss                                                              |   |                                                            |   |                                                                                     |   |                                                                                     |
|             to net cash used in operating activities                                                       |   |                                                            |   |                                                                                     |   |                                                                                     |
|               Accrued interest on shareholder loans                                              |   | 209                                                        |   | 29                                                                                  |   | 238                                                                                 |
|             Net change in operating assets and liabilities                                                 |   |                                                            |   |                                                                                     |   |                                                                                     |
|                          Prepaid expenses |   | 9,099                                                      |   | (9,599)                                                                             |   | (500)                                                                               |
|               Accounts payable and accrued liabilities                            |   | 11,520                                                     |   | —                                                                              |   | 11,520                                                                              |
|                                                                                                                                                                   |   |                                                            |   |                                                                                     |   |                                                                                     |
| Net cash (used) by operating activities                                                                                                                           |   | (26,194)                                                   |   | (10,813)                                                                            |   | (37,007)                                                                            |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Cash flows from investing activities:                                                                                                                             |   |                                                            |   |                                                                                     |   |                                                                                     |
|       Purchase of Mineral Property                                                                                                       |   | —                                                     |   | (18,998)                                                                            |   | (18,998)                                                                            |
|                                                                                                                                                                   |   |                                                            |   |                                                                                     |   |                                                                                     |
| Net cash (used) by investing activities                                                                                                                           |   | —                                                     |   | (18,998)                                                                            |   | (18,998)                                                                            |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Cash flows from financing activities:                                                                                                                             |   |                                                            |   |                                                                                     |   |                                                                                     |
|             Common stock issued for cash                                                                   |   | —                                                     |   | 51,500                                                                              |   | 51,500                                                                              |
|             Loans by stockholders                                                                          |   | 14,900                                                     |   | 813                                                                                 |   | 15,713                                                                              |
|                                                                                                                                                                   |   |                                                            |   |                                                                                     |   |                                                                                     |
| Net cash provided by financing activities                                                                                                                         |   | 14,900                                                     |   | 52,313                                                                              |   | 67,213                                                                              |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Net increase (decrease) in cash                                                                                                                                   |   | (11,294)                                                   |   | 22,502                                                                              |   | 11,208                                                                              |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Cash, beginning of period                                                                                                                                         |   | 22,502                                                     |   | —                                                                              |   | —                                                                              |
|                                                                                                                                                                   |   |                                                            |   |                                                                                     |   |                                                                                     |
|                                                                                                                                                         |   |                                                            |   |                                                                                     |   |                                                                                     |
| Cash, end of period                                                                                                                                               | $ | 11,208                                                     | $ | 22,502                                                                              | $ | 11,208                                                                              |
|                                                                                                                                                                   |   | ============                                               |   | =============                                                                       |   | =============                                                                       |

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***Note 1 – Operations*****Organization and Description of Business**Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006 under the name Gryphon Oil & Gas, Inc.  On April 6, 2007, our name was changed to Gryphon Resources, Inc. to more accurately reflect the nature of our operations.				We are a mineral exploration company. Since inception we have acquired all rights and interests in three gold prospects in Saskatchewan, Canada for the purpose of exploring for the existence of commercially viable deposits of gold. We may also pursue other mineral exploration projects as opportunities arise.				Our fiscal year end is September 30th.**Exploration Stage Activities**The Company has been in the exploration stage since its formation and has not yet realized any revenues from its planned operations. The Company was formed for the purposes of acquiring exploration and development stage mineral properties. The Company has not commenced business operations.***Note 2 – Summary of Significant Accounting Policies***This summary of significant accounting policies is presented to assist in understanding Gryphon Resources, Inc.’s financial statements. The financial statements and notes are representations of the Company’s management, who are 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 in the Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards (“SFAS”) No. 7. 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.

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**Mineral Property Rights Acquisition and Exploration Expenditures**The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project 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.				Costs of acquiring mining properties and exploration and development costs are capitalized upon acquisition. 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 are also capitalized once proven and probably reserves exist and the property is a commercially minable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates 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 Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long-lived Assets.				The Company does not set a predetermined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.				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 are charged against operations in the year of abandonment or determination of value.  The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.				The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.				The accumulated costs of properties that are developed to the stage of commercial production will be amortized to operations through unit-of-production depletion.**Use of Estimates**The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America 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.

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**Loss per Share**The Company computes net loss per common share using SFAS No. 128 *"Earnings Per Share."*  Basic loss per common share is computed based on the weighted average number of shares outstanding for the period. Diluted loss per share is computed by dividing net loss by the weighted average shares outstanding assuming all dilutive potential common shares were issued. There were no dilutive potential common shares at September 30, 2007.  The Company has incurred a net loss and has no potentially dilutive common shares, therefore; basic and diluted loss per share is the same. Additionally, for the purposes of calculating diluted loss per share, there were no adjustments to net loss. **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 loss for the periods shown equals the net loss for the period plus the effect of foreign currency translation.**Income Taxes**The Company has adopted 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.**Valuation of Long-Lived Assets**The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

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**Start-up Costs**The Company has adopted FASB 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 majority of the Company's cash flows are in United States dollars. Accordingly, the US dollar is the Company’s functional currency. Transactions in foreign currency are translated into U.S. dollars on the following basis:

> 
Monetary items, at the rate of exchange prevailing as at the balance sheet date					Non-Monetary items including equity, at the historical rate of exchange					Revenues and expenses, at the period average in which the transaction occurred

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**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 that the Company will be able to generate sufficient revenues or obtain sufficient funds necessary for launching a new business venture.**New Accounting Standards**Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on these financial statements.**Other**No dividends have been paid during the periods presented.				The Company consists of one reportable business segment.				We did not have any off-balance sheet arrangements as of September 30, 2007.

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***Note 3 – Basis of Presentation***Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, 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. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. It is the belief of management that initiatives planned for the upcoming fiscal year will expand the Company’s investor base. The Company intends to acquire additional operating capital through private equity offerings to the public to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.***Note 4 – Recent Accounting Pronouncements***In September 2006, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standards (“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.				Various additional accounting pronouncements have been issued during 2006 and 2007, none of which are expected to have any material effect on the financial statements of the Company.***Note 5 - Mineral Properties and Exploration Rights*****Mackay Lake Project**On May 9, 2006, the Company entered into an Asset Purchase Agreement (the “Agreement”) with an individual (“Vendor”) wherein the Vendor sold 100% of the beneficial interest in Claims S-109012, S-109013, and S-109014 (the “Property”) held by the Vendor in and to the Property for $18,998. The Property comprises an aggregate of 1027 hectares on the west side of Mackay Lake, Saskatchewan, Canada. Our claims are located approximately 45 kilometers north east of La Ronge, Saskatchewan and access is made available from a main highway which defines the northern boundary of the claims. No mining development work was performed on the Property by the Vendor or, to the knowledge of the Company, any other parties in the past. The Property is currently in a

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forested state and has not been substantially developed. The Company has plans to acquire additional capital over the next twelve months to be used to further explore the Property and initiate development when appropriate. At present, the Company cannot state whether any mine development would be open-pit or underground. There are no known reserves on the Property and the proposed program is exploratory in nature. There have been no material engineering, geological or metallurgical reports, including governmental reports, produced to date concerning the Property which are known and available to the Company. To date, the Company has not expended, nor committed any funds to exploratory work and there are no physical plant facilities or equipment on the site. It is anticipated that when required commercial power service will be available through the Saskatchewan Crown owned power company SaskPower. ***Note 6 – Contingency***The Company is not required to expend money on its Claims for a period of two years beginning July 20, 2006. However, if work has not been performed before the two-year milestone, the Company must pay the government of Saskatchewan the sum of $12 (Cdn$12) per hectare per year retroactive to July 20, 2006, which would represent a total payment of $24,648 as at July 20, 2008 based on the exchange rate in effect at September 30, 2007.***Note 7 – Income Taxes***The Company is subject to foreign and domestic income taxes. The Company has had no net income from its operations and therefore has not paid nor has any income taxes owing in the US.				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.				The Company's deferred tax assets, valuation allowance, and change in valuation allowance are as follows (“NOL” denotes Net Operating Loss):

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| Period								EndingSeptember 30th |  | Estimated								NOLCarry-forward |  | NOLExpires |  | Estimated								Tax								Benefitfrom NOL |  | ValuationAllowance               |  | Change in								ValuationAllowance   |  | Net TaxBenefit |
|------------------------------------|--|-----------------------------------|--|------------|--|---------------------------------------------|--|----------------------------------|--|---------------------------------------|--|----------------|
|                          |  |                                   |  |            |  |                                             |  |                                  |  |                                       |  |                |
| 2006                               |  | $   (1,243)             |  | 2026       |  | $     435                    |  | $      (435) |  | $      (435) |  | $  — |
| 2007                               |  | $ (47,022)                        |  | 2027       |  | $ 16,458                                    |  | $ (16,458)                       |  | $ (16,458)                            |  | $  — |
|                                    |  |                                   |  |            |  |                                             |  |                                  |  |                                       |  |                |
|                                    |  | $ (48,265)                        |  |            |  | $ 16,893                                    |  | $ (16,893)                       |  | $ (16,893)                            |  | $  — |
|                                    |  | ===========                       |  |            |  | =========                                   |  | =========                        |  | =========                             |  | =======        |

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The total valuation allowance for the period ended September 30, 2007 is $(16,893) which increased by $(16,458) for the reported period.				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%          |
|                                                                                            | =========== |

***Note 8 – Common Stock Issued***Pursuant to the Articles of Incorporation, the Company is authorized to issue 100,000,000 common shares with a par value of $.001.				On January 27, 2006, the Company issued 2,500,000 shares of its common stock to its 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. ***Note 9 – Related Party Transactions***As at September 30, 2007, the Company had advances from one related party shareholder totaling $15,951 which included $238 of accrued interest. These advances are uncollateralized and have no fixed repayment date. During the year ended September 30, 2007, advances from shareholders, including accrued interest, increased by $15,109.				The Company uses the offices of its President for its minimal office facility needs for no consideration.  No provision for these costs has been provided since it has been determined that they are immaterial.***Note 10 – Subsequent Event***During October 2007, the Company received cash shareholder loans from its CEO totaling $10,420.

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**ITEM 9.     DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND****CONTROL PERSONS; COMPLIANCE WITH SECTION 16(a)****OF THE EXCHANGE ACT****Directors and Executive Officers**The following table sets forth certain information regarding the executive officer and director of Gryphon Resources, Inc. as of September 30, 2007.Name                       Age        Title                                                                   Term				Lou Jurinak               41          President, Chief Executive Officer,                     1 year				                                               Chief Financial Officer, Principal				                                               Accounting Officer, Chair of the				                                               Board, Treasurer, and Secretary**Lou Jurinak**From 2001 to the present Mr. Jurinak has worked as an independent consultant staking mineral claims primarily in Canada, for client’s purposes and for resale with a view to seeking out prospects for future opportunities in the mining sector.				Mr. Jurinak also conducts web based research and analysis for private investors within the Oil and Gas industry and Gold Sector.**Family Relationships**Because we only have a sole officer and director, there are no family relationships between any director or executive officer.**Significant Employees**Mr. Jurinak is the sole employee of the Company.**Involvement in Certain Legal Proceedings**No officer, director, or control person of the Company has had any involvement in legal proceedings during the past five years that are material to an evaluation of the ability or integrity of any director, officer, or control person of the Company.**Audit Committee Financial Expert**The duties of an audit committee were assigned to the full board via a resolution executed July 31, 2006. Due to the fact that the Company is in its exploration stage, it has not yet been able to recruit and compensate an expert for the Audit Committee.

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| **Name									and									Principal									Position** | ****

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**Year** | ****

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**Salary									($)** | ****

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**Bonus									($)** | ****

**Other Annual									Compensation									($)** |  
****  | **Restricted									Stock									Awards/SAR’s									($) (1)** | **Securities									Underlying									Options/SAR’s									(#)** |  
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**LTIP									Payouts****($) (2)** |  
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**All Other									Compensation									($)(3)** |
|---------------------------------------------------------|----------------------|------------------------------------|-----------------------------------|---------------------------------------------------------|--------------|-------------------------------------------------------------------------|---------------------------------------------------------------------------|--------------|-------------------------------------------|--------------|---------------------------------------------------------|
|                                                    |                 |                               |                              |                                                    |    |                                                                    |                                                                      |    |                                      |    |                                                    |
| Lou JurinakPresident								& CEO                   | Fiscal2007           | Nil                                | Nil                               | Nil                                                     |    | Nil                                                                     | Nil                                                                       |         | Nil                                       |         | Nil                                                     |
|                                                    |                 |                               |                              |                                                    |    |                                                                    |                                                                      |    |                                      |         |                                                    |
|  Lou JurinakPresident								& CEO             | Fiscal2006           | Nil                                | Nil                               | Nil                                                     |    | Nil                                                                     | Nil                                                                       |         | Nil                                       |         | Nil                                                     |

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Notes:(1)   SAR’s are “Stock Appreciation Rights”(2)   LTIP’s are “Long-Term Incentive Plans”(3)   There are no standard arrangements for the compensation of our President and Director.

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|             NAME                |      AMOUNT AND NATURE							     OF BENEFICIAL SHARES							     OWNED (1) |        PERCENT OF							       OUTSTANDING							       OWNERSHIP (2) |
|-------------------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------|--------------------------------------------------------------------------------------------------------------------------------------------------------------------------------|
|                                                                                                                                                              |                                                                                                                                         |                                                                                                                                                            |
| Lou Jurinak                                                                                                                                                       | 2,500,000 common shares                                                                                                                                | 50.51%                                                                                                                                                                         |
|                                                                                                                                                              |                                                                                                                                         |                                                                                                                                                            |
| Officers, Directors and Control								Persons as a Group                                                                                                         | 2,500,000 common shares                                                                                                                                | 50.51%                                                                                                                                                                         |

> 
(1)   Based on 4,950,000 shares of common stock issued and outstanding as of December 17, 2007. Beneficial ownership is determined in accordance with the rules of the SEC and generally includes voting or investment power with respect to securities. Except as otherwise indicated, we believe that the beneficial owners of the common stock listed above, based on information furnished by such owners, have sole investment and voting power with respect to such shares, subject to community property laws where applicable.(2)   No member of Management has the right to acquire within sixty days through options, warrants, rights, conversion, privilege or similar obligations any security of the Company.

**ITEM 12.    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS**During the two years ended September 30, 2007, there have been no material transactions or series of similar transactions to which the Company was or will be a party, in which the amount involved exceeds $60,000 and in which any promoter, founder, director or executive officer, or any security holder who is known to us to own of record, or beneficially, more than five percent of the our common stock, or any member of the immediate family of any of the foregoing persons, had a material interest, and none is presently proposed.**ITEM 13.    EXHIBITS**EXHIBIT INDEXNumber            Exhibit Description3.1*                 Articles of Incorporation

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