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

# FORM 10-QSB

| |  | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
| |  | ---------------------------------------------------------------------------------

| | For
the quarterly period ended: June 30, 2006
| | ---------------------------------------------

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

Commission file number: 333-127635

Gryphon Gold Corporation(Exact name of small business issuer as specified in its charter)

|NEVADA
(State or other jurisdiction of
incorporation or organiation) | 92-0185596
(I.R.S. Employer 
Identification No.)
|-------------------------------------------------------------------- | ------------------------------------------------

|390 UNION BLVD, SUITE 360 
       LAKEWOOD, CO
(Address of principal executive offices) | 80228
(Zip Code)
|--------------------------------------------------------------------------------------- | ----------------

Issuers Telephone Number:
   (303) 988-5777

Check
whether the issuer (1) 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   
      No

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

Yes   
      No

As
of June 30, 2006 there were 40,968,870 shares of common stock outstanding..

Transitional
Small Business Disclosure Format (check one)

Yes   
      No

---

GRYPHON GOLD CORPORATIONJune 30, 2006

INDEX

| |  | Page No.(s)
| |  | -----------

|PART
I - | FINANCIAL INFORMATION | 1
|-------- | --------------------- | -

| | Item 1. | Unaudited Interim Consolidated Financial Statements as of June 30, 2006 | 1
| | ------- | ----------------------------------------------------------------------- | -

| |  | Unaudited Consolidated Balance Sheets as of June 30, 2006 and March 31, 2006 | 1
| |  | ---------------------------------------------------------------------------- | -

| |  | Unaudited Consolidated Statement of Operations for the three months
ended June 30, 2006 and 2005 | 2
| |  | ------------------------------------------------------------------------------------------------ | -

| |  | Unaudited Consolidated Statements of Stockholders Equity | 3
| |  | --------------------------------------------------------- | -

| |  | Unaudited Consolidated Statements of Cash Flows for the three months
ended June 30, 2006 and 2005 | 4
| |  | ------------------------------------------------------------------------------------------------- | -

| |  | Notes to Unaudited Interim Consolidated Financial Statements | 5
| |  | ------------------------------------------------------------ | -

| | Item 2. | Plan of Operation | 13
| | ------- | ----------------- | --

| | Item 3. | Controls and Procedures | 18
| | ------- | ----------------------- | --

|PART
II - | OTHER INFORMATION | 19
|--------- | ----------------- | --

| | Item 1. | Legal Proceedings | 19
| | ------- | ----------------- | --

| | Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds | 19
| | ------- | ----------------------------------------------------------- | --

| | Item 3. | Defaults Upon Senior Securities | 20
| | ------- | ------------------------------- | --

| | Item 4. | Submission of Matters to a Vote of Security Holders | 20
| | ------- | --------------------------------------------------- | --

| | Item 5. | Other Information | 20
| | ------- | ----------------- | --

| | Item 6. | Exhibits | 20
| | ------- | -------- | --

| | SIGNATURES | 22
| | ---------- | --

i

---

# PART I  FINANCIAL
INFORMATION

# Item 1.   Unaudited
Interim Financial Statements.

Gryphon Gold
Corporation
(an exploration stage company)

CONSOLIDATED BALANCE
SHEETS
(Stated in U.S. dollars) 
(Unaudited)

|                                                 | As at
June 30
2006
$ | As at 
March 31,
2006
$
|------------------------------------------------ | -------------------- | -----------------------
|                                                
|ASSETS                                           |                      |                        
|Current                                          |                     
|Cash                                             |                      | 7,525,057              
|Accounts receivable                              |                      | 105,429                
|Prepaid expenses                                 |                      | 87,092                 
|                                                
|Total current assets                             |                      | 7,717,578              
|                                                
|Reclamation deposit [note 8]                     |                      | 59,800                 
|Equipment [note 3]                               |                      | 194,570                
|Mineral property costs [note 4]                  |                      | 1,919,706              
|                                                
|                                                 |                      | 9,891,654              
|                                                
|LIABILITIES AND STOCKHOLDERS' EQUITY             |                     
|Current                                          |                     
|Accounts payable and accrued liabilities         |                      | 644,995                
|Current portion of capital lease [note 10]       |                      | 23,111                 
|                                                
|Total current liabilities                        |                      | 668,106                
|                                                
|Capital lease [note 10]                          |                      | 42,670                 
|                                                
|Commitments [note 8 & 9]                         |                     
|Stockholders' equity                             |                     
|Common stock                                     |                      | 40,969                 
|Additional paid-in capital                       |                      | 20,383,724             
|Deficit accumulated during the exploration stage |                      | (11,243,815            
|                                                
|Total stockholders' equity                       |                      | 9,180,878              
|                                                
|                                                 |                      | 9,891,654              
|                                                

See accompanying notes

1

---

Gryphon Gold
Corporation
(an exploration stage company)

CONSOLIDATED STATEMENTS OF OPERATIONS
(Stated in U.S. dollars) 
(Unaudited)

|                                          | Three months ended | Period from   
|----------------------------------------- | ------------------ | --------------
|                                          |                    | April 24, 2003
|
|
|                                         
|EXPENSES                                  |                    |               
|Exploration [note 5]                      |                    | 1,253,515     
|Management salaries and consulting fees   |                    | 408,593       
|Legal and audit                           |                    | 77,366        
|Travel and accommodation                  |                    | 119,677       
|General and administrative                |                    | 241,042       
|Depreciation                              |                    | 11,544        
|Foreign exchange (gain) loss              |                    | (19,176       
|Interest income                           |                    | (92,427       
|                                         
|Net loss for the period                   |                    | (2,000,134    
|                                         
|Basic and diluted loss per share          |                    | (0.05         
|                                         
|Basic and diluted weighted average number |                   
|of common shares outstanding              |                    | 40,388,180    
|                                         

See accompanying notes

2

---

Gryphon Gold
Corporation
(an exploration stage company)

CONSOLIDATED STATEMENTS OF
STOCKHOLDERS EQUITY
(Stated in U.S. dollars) 
(Unaudited)

|                                 |  |            |             |        | 
|-------------------------------- |  | ---------- | ----------- | ------ | 
|
|                                 |  | paid-in    | exploration |       
|
|                                
|Balance, March 31, 2004          |  | 14,376,000 |             | 14,376 | 
|Shares issued:                   | 
|For private placements           |  | 7,315,962  |             | 7,316  | 
|Share issue costs                |  |           |             |       | 
|Compensation component of shares | 
|issued                           |  |           |             |       | 
|Fair value of agent's warrants   | 
|issued [note 6[b]]               |  |           |             |       | 
|Fair value of options granted to | 
|a consultant [note 6[c]]         |  |           |             |       | 
|Net loss for the year            |  |           |             |       | 
|                                
|Balance, March 31, 2005          |  | 21,691,962 |             | 21,692 | 
|Shares issued:                   | 
|For private placements           |  | 11,505,408 |             | 11,505 | 
|Share issue costs                |  |           |             |       | 
|Initial Public Offering (IPO)    |  | 6,900,000  |             | 6,900  | 
|Share issue costs (IPO)          |  |           |             |       | 
|Fair value of agents'            | 
|warrants issued on private       | 
|placements [note 6[b]]           |  |           |             |       | 
|Fair value of underwriters'      | 
|compensation warrants on IPO     | 
|[note 6[b]]                      |  |           |             |       | 
|Exercise of warrants             |  | 197,500    |             | 198    | 
|Fair value of options granted    | 
|to consultants [note 6[c]]       |  |           |             |       | 
|Net loss for the year            |  |           |             |       | 
|                                
|Balance, March 31, 2006          |  | 40,294,870 |             | 40,295 | 
|Shares issued:                   | 
|For private placements           |  | 129,000    |             | 129    | 
|Share issue costs                |  |           |             |       | 
|Fair value of options granted    | 
|[note 6[c]]                      |  |           |             |       | 
|Exercise of warrants             |  | 497,500    |             | 497    | 
|Exercise of options              |  | 47,500     |             | 48     | 
|Net loss for the period          |  |           |             |       | 
|                                
|Balance, June 30, 2006           |  | 40,968,870 |             | 40,969 | 
|                                

See accompanying notes

3

---

Gryphon Gold
Corporation
(an exploration stage company)

CONSOLIDATED STATEMENTS OF CASH FLOWS
(Stated in U.S. dollars) 
(Unaudited)

|                                           | Three months ended | Period from   
|------------------------------------------ | ------------------ | --------------
|                                           |                    | April 24, 2003
|
|
|                                          
|OPERATING ACTIVITIES                       |                    |               
|Net loss for the period                    |                    | (2,000,134    
|Items not involving cash:                  |                   
|Depreciation                               |                    | 11,544        
|Compensation shares and fair value of      |                   
|options issued                             |                    | 32,113        
|Changes in non-cash working capital items: |                   
|Amounts receivable                         |                    | (24,178       
|Accounts payable and accrued liabilities   |                    | (552,828      
|Prepaid expenses                           |                    | 22,998        
|                                          
|Cash used in operating activities          |                    | (2,510,485    
|                                          
|INVESTING ACTIVITIES                       |                   
|Reclamation deposit                        |                    |              
|Purchase of equipment                      |                    | (14,355       
|Mineral property expenditures              |                    | (21,499       
|                                          
|Cash used in investing activities          |                    | (35,854       
|                                          
|FINANCING ACTIVITIES                       |                   
|Capitalized lease payments                 |                    | (2,415        
|Cash received for shares                   |                    | 686,419       
|Share issue costs                          |                    | (3,533        
|Subscription receivables collected         |                    |              
|                                          
|Cash provided by financing activities      |                    | 680,471       
|                                          
|Increase in cash during the period         |                    | (1,865,868    
|Cash, beginning of period                  |                    | 9,390,925     
|                                          
|Cash, end of period                        |                    | 7,525,057     
|                                          

See accompanying notes

4

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

# 1.    NATURE OF OPERATIONS
AND CONTINUANCE OF OPERATIONS

Gryphon Gold Corporation and its
subsidiary, Borealis Mining Company (collectively, the Company), were
incorporated in the State of Nevada in 2003. The Company is an exploration stage company
in the process of exploring its mineral properties, and has not yet determined whether
these properties contain reserves that are economically recoverable.

The recoverability of amounts shown
for mineral property interests in the Companys consolidated balance sheets are
dependent upon the existence of economically recoverable reserves, the ability of the
Company to arrange appropriate financing to complete the development of its properties,
the receipt of necessary permitting and upon achieving future profitable production or
receiving proceeds from the disposition of the properties. The timing of such events
occurring, if at all, is not yet determinable.

# 2.    BASIS OF PRESENTATION

These interim unaudited consolidated
financial statements have been prepared by the Company in accordance with U.S. generally
accepted accounting principles (GAAP) for interim financial statements,
applied on a consistent basis. These interim financial statements follow the same
significant accounting policies and methods of application as those disclosed in Note 2 to
the Companys audited consolidated financial statements as at and for the year ended
March 31, 2006 (the Annual Financial Statements), with the exception of Stock
Based Compensation. Accordingly, they do not include all disclosures required for annual
financial statements. These interim unaudited consolidated financial statements and notes
thereon should be read in conjunction with the Annual Financial Statements.

The preparation of these interim
unaudited consolidated financial statements and the accompanying notes requires management
to make estimates and assumptions that affect the amounts reported. In the opinion of
management, these interim unaudited consolidated financial statements reflect all
adjustments (which include only normal, recurring adjustments) necessary to state fairly
the results for the periods presented. Actual results could vary from these estimates and
the operating results for the interim periods presented are not necessarily indicative of
the results expected for the full year.

# Stock-based compensation

In December 2004, the Financial
Accounting Standards Board issued Statement of Financial Accounting Standard 123R,
Share-Based Payment, (SFAS 123 (R)) a revision to SFAS 123. SFAS 123(R)
requires all share-based payments to be recognized in the financial statements based on
their values using either a modified-prospective or modified-retrospective transition
method.

Prior to March 31, 2006, the
Companys stock-based employee compensation plans were account for under the
recognition and measurement provisions of Accounting Principles Board Opinion
(APB) No. 25, Accounting for Stock Issued to Employees (APB
25) and related interpretations, as permitted by FASB Statement No. 123,
Accounting for Stock-Based Compensation (SFAS 123). The Company did not
recognize employee stock-based compensation costs in its statement of operations for the
periods prior to March 31, 2006, as all options granted had an exercise price equal to the
market value of the underlying common stock on the date of the grant.

Effective April 1, 2006, the Company
adopted the fair value recognition provisions of SFAS No. 123(R), using the
modified-prospective-transition method. As a result of adopting FAS 123(R) net loss for
the quarter ending June 30, 2006 increased by $10,113.

5

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

# 3.    EQUIPMENT

|                           | June 30, 2006
|-------------------------- | -------------
|                           |              
|
|                          
|Office and lab equipment   |              
|Trucks under capital lease |              
|                          
|Total                      |              
|                          

|                          | March 31, 2006
|------------------------- | --------------
|                          |               
|
|                         
|Office and lab equipment  |               
|Truck under capital lease |               
|                         
|Total                     |               
|                         

# 4.    MINERAL PROPERTY

The Company initially entered into a
property option agreement dated July 21, 2003 to acquire up to a 70% interest in the
Borealis property in Nevada, USA from Golden Phoenix Minerals, Inc. for cash consideration
of $125,000 and the obligation to make qualifying expenditures over several years. On
January 28, 2005, the Company purchased outright the rights to a full 100% interest in the
property for $1,400,000. A cash payment of $400,000 was made on closing. The Company paid
the full outstanding consideration of $1,000,000, in four quarterly payments of $250,000
during the year ended March 31, 2006.

|                                       | Total
$
|-------------------------------------- | -------
|                                      
|Mineral property costs, March 31, 2005 |        
|Expenditures during the year           |        
|                                      
|Mineral property costs, March 31, 2006 |        
|Expenditures during the period         |        
|                                      
|Mineral property costs, June 30, 2006  |        
|                                      

6

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

# 5.    EXPLORATION

|                     | Three months ended | Period from   
|-------------------- | ------------------ | --------------
|                     |                    | April 24, 2003
|
|                    
|NEVADA, USA          |                    |               
|Borealis property    |                   
|Exploration:         |                   
|Property maintenance |                    | 207,129       
|Project management   |                    | 129,584       
|Drilling             |                    | 567,502       
|Engineering          |                    | 114,863       
|Geologic and assay   |                    | 216,503       
|Metallurgy           |                    | 17,934        
|                    
|Total exploration    |                    | 1,253,515     
|                    

# 6.    CAPITAL STOCK

|a] |  | Authorized
capital stock consists of 150,000,000 common shares with a par value           of $0.001
per share and 15,000,000 preferred shares with a par value of $0.001           per share.
|-- |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
April 4, 2006, the Board of Directors approved subject to shareholder approval, reserving
1,000,000 common shares to be granted as Restricted Stock Units. On July 24, 2006 the
plan name was revised to the 2006 Omnibus Incentive Plan. On the date of adoption 25,000
common shares were granted to an officer of the company, which vest over 12 to 24 months.
| | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | During
the quarter ended June 30, 2006, the Company completed private placements to an officer
and an employee of 129,000 units at Cdn$1.35, with each unit comprising of one common
share and 1⁄2 of one common share series D warrant. Each whole warrant
entitles the holder to purchase a common share at a price of Cdn$1.82 per share until
June 10, 2007. Compensation expense in the amount of $7,740 was recorded in relation to
the discount received by the participants of the private placement.
| | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

7

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

|b] |  | Warrants:
|-- |  | ---------

| | The
following table contains information with respect to all warrants:
| | ----------------------------------------------------------------------

|                                                     | Number of Warrants
# | Fair Value of Warrants
$
|---------------------------------------------------- | -------------------- | ------------------------
|                                                    
|Warrants outstanding, March 31, 2004                 |                      |                        
|Issued for:                                          |                     
|Private placements                                   |                      | 3,407,981               
|Agents' compensation                                 |                      | 141,008                 
|Exercised                                            |                      |                        
|                                                    
|Warrants outstanding, March 31, 2005                 |                      | 3,548,989               
|Issued for:                                          |                     
|Private placements                                   |                      | 3,015,204               
|Agents' compensation on private placement            |                      | 130,000                 
|Initial Public Offering (IPO) - Series A             |                      | 6,900,000               
|Underwriters' compensation on IPO                    |                      | 690,000                 
|Private placements - Series B                        |                      | 2,737,500               
|Agents' compensation on private placement - Series C |                      | 280,500                 
|Exercised                                            |                      | (197,500                
|                                                    
|Warrants outstanding, March 31, 2006                 |                      | 17,104,693              
|Issued for:                                          |                     
|Private placements - Series D                        |                      | 64,500                  
|Exercised                                            |                      | (497,500                
|                                                    
|Warrants outstanding, June 30, 2006                  |                      | 16,671,693              
|                                                    

8

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

6.   
CAPITAL STOCK (contd.)

| | The
following table summarizes information about warrants outstanding and exercisable as at
June 30, 2006:
| | ----------------------------------------------------------------------------------------------------------

|Warrants Outstanding and Exercisable                                 
|---------------------------------------------------------------------
|                                                                     
|
|                                                                     
|271,008                                                              
|624,000                                                              
|6,378,185                                                            
|6,316,000                                                            
|280,500                                                              
|2,737,500                                                            
|64,500                                                               
|                                                                     
|16,671,693                                                           
|                                                                     
|* Based on the June 30, 2006 exchange rate of Cdn$1.1162 equals US$1.

|c] |  | Stock
options:
|-- |  | --------------

| | On
April 4, 2006, the Board of Directors approved an increase to the 2004 Stock Option Plan
whereby the number of reserved shares of common stock for issuance to employees,
officers, directors, consultants and advisors, increased from 3,000,000 to 6,000,000
shares. On July 24, 2006, the board adopted a 2006 Omnibus Incentive Plan which
supplemented the Companys 2004 Stock Option Plan. The 2004 Stock Option Plan
authorizes the Company to grant 3,000,000 options and the 2006 Omnibus Incentive Plan
authorizes the Company to grant 3,000,000 options. On the date of approval of the
increase, 1,570,000 options were granted to directors, officers and a consultant, of
which 1,475,000 have been granted under the 2006 Omnibus Incentive Plan and are subject
to shareholder approval. On vesting, the options granted are exercisable for 5 years at a
price of Cdn$1.37 per share.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | On
April 18, 2006, the Board of Directors approved the grant of 290,000 stock options to an
officer, employee and a consultant, 270,000 options are subject to shareholder approval.
The options vest over 12 to 30 months and are exercisable, once vested, for 5 years at a
price of Cdn$1.37 per share. The consultant received 20,000 options which resulted in
compensation expense of $2,553 being recorded for the portion which vested.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | Total
compensation expense for the quarter ended June 30, 2006 related to the expensing of
options totalled $24,373 [June 30, 2005  $Nil].
| | -------------------------------------------------------------------------------------------------------------------------------------------

9

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

6.   
CAPITAL STOCK (contd.)

| | On
May 26, 2006, the Board of Directors approved the grant of 30,000 stock options to an
outside consulting firm who will be providing certain investor relations services to the
company. The options vest over the next 24 months and are exercisable for 5 years from
the date of grant at a price of Cdn$1.60 per share. The grant is subject to shareholder
approval.
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | The
following table summarizes information about stock options outstanding as at June 30,
2006:
| | -----------------------------------------------------------------------------------------------

|Stock Options Outstanding and Exercisable
|-----------------------------------------
|                                         
|
|                                         
|
|                                         
|2,262,500                                
|215,000                                  
|90,000                                   
|100,000                                  
|4,000                                    
|160,000                                  
|1,860,000                                
|30,000                                   
|                                         
|4,721,500                                

| | Compensation
 expense recorded in the financials  statements has been estimated using the
Black-Scholes  option pricing model. The      assumptions used in the pricing model
include:
| | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|                        | 2007 | 2006   
|----------------------- | ---- | -------
|                       
|Dividend yield          |      | 0%     
|Expected volatility     |      | 58%    
|Risk free interest rate |      | 5.21%  
|Expected lives          |      | 3 years
|                       

| | Options
pricing models require the input of highly subjective assumptions, particularly as to the
expected price volatility of the stock. Changes in these assumptions can materially
affect the fair value estimate and therefore it is managements view that the
existing models do not necessarily provide a single reliable measure of the fair value of
the Companys equity instruments.
| | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

10

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

# 7.    RELATED PARTY
TRANSACTIONS

All transactions with related parties
have occurred in the normal course of operations and are measured at their exchange amount
as determined by management. All material transactions and balances with related parties
not disclosed elsewhere are described below.

During the three months ended June
30, 2006, the Company paid consulting fees to a non-independent director in the amount of
$75,236 [June 30, 2005  $29,155] for services rendered on the exploration of the
Borealis property.

# 8.    RECLAMATION DEPOSIT

During the year ended March 31, 2006,
the Company purchased a performance bond in the amount of $59,800 from an insurance
company in support of its potential future obligations under a Plan of Operation for
exploration filed with the U.S. Forest Service. At June 30, 2006, the Company recorded a
reclamation liability of $7,000 (June 30, 2005  $10,000) representing future
obligations related to its drilling activities completed to June 30, 2006. The Company
continues to hold the bond in support of potential future obligations under the Plan of
Operation for exploration filed with the U.S. Forest Service.

# 9.    COMMITMENTS

|[a] |  | A
portion of the Borealis Property is subject to a mining lease. The Company is
          required to make monthly lease payments of $8,916, adjusted annually based on
          the Consumer Price Index, for the duration of the lease term. In addition,
          production of precious metals from the Borealis Property will be subject to the
          payment of a royalty under the terms of the mining lease. The mining lease
          expires in 2009, but may be renewed by the Company annually thereafter, so long
          as mining activity continues on the Borealis Property. The Company has the
          option to terminate the mining lease at any time prior to expiry in 2009.
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|[b] |  | The
Company rents office space in Lakewood, CO and Vancouver, BC for 5 and 3           year
terms, respectively. The following are related commitments in the next 5           fiscal
years:
|--- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

|     | $
|---- | -
|    
|2007 |  
|2008 |  
|2009 |  
|2010 |  
|2011 |  
|    

11

---

# Gryphon Gold
Corporation(an exploration stage company)

NOTES TO INTERIM
CONSOLIDATED FINANCIAL STATEMENTS
(Stated in U.S. dollars) 
(Unaudited)

# 10.    CAPITAL LEASE

The Company entered into a lease,
maturing in May 2008, to acquire a second truck. The trucks are both accounted for as
capital leases, with the present value of the required lease payments recorded as a
liability and an asset at inception and thereafter lease payments reduce the liability and
result in interest expense and the asset is depreciated. The actual combined lease
payments are $2,371 per month with a residual payment of $12,000 due October 2007 and
$13,854 due May 2008.

The present value of required
payments per each fiscal year:

|     | $
|---- | -
|    
|2007 |  
|2008 |  
|2009 |  
|    

# 11.    SUBSEQUENT EVENT

On July 21, 2006, the Company increased
its reclamation deposit by $31,100 for a total of $90,900. The increase in the deposit
allows the Company to continue drilling within the brown-field area of the Borealis
property.

12

---

# Item 2.    Plan of
Operation.

# Overview

Gryphon Gold Corporation was incorporated in Nevada on April 24, 2003 and has
corporate offices in Lakewood, Colorado and Vancouver, British Columbia. Our objective is
to establish a producing gold company through the development and extraction of gold
deposits, beginning with the Borealis Property. Currently our sole asset is a 100%
interest in the Borealis Property, located in Mineral County, Nevada. We have not
determined if the mineralized material from the Borealis Property can be economically
exploited.

In July 2003 we initially acquired from Golden Phoenix Minerals, Inc. an option to earn a
70% joint venture interest in the Borealis Property by incurring qualified development
expenditures. On January 28, 2005 we acquired the remaining interest held by Golden
Phoenix in the Borealis Property for $1,400,000. Our subsidiary, Borealis Mining, paid to
Golden Phoenix $400,000 upon closing of the purchase on January 28, 2005, with four
additional quarterly payments of $250,000 due to Golden Phoenix. On January 24, 2006,
Borealis Mining completed all its financial requirements with respect to Golden Phoenix
with a final payment of $250,000.

As
sole shareholder of Borealis Mining, we control all of the lease rights to a portion of
the Borealis Property, subject to advance royalty, production royalty, and other payment
obligations imposed by the lease. Our acquisition of the interest of Golden Phoenix in the
Borealis Property terminated the July 2003 Option and Joint Venture Agreement.

In
addition to our leasehold interest to a portion of the Borealis Property, we also own
through Borealis Mining numerous unpatented mining claims that make up the balance of the
Borealis Property, and all of the documentation and samples from years of exploration and
development programs carried out by the previous operators of the Borealis Property,
totaling thousands of pages of data including, but not limited to, geophysical surveys,
mineralogical studies and metallurgical testing reports.

A
portion of the Borealis Property is subject to the mining lease. We are required to make
monthly lease payments of $8,916, adjusted annually based on change in the Consumer Price
Index. In addition, the production of precious metals from the Borealis Property will be
subject to the payment of the royalty under the terms of the mining lease. The terms of
the mining lease and royalty are described under Borealis Property. We have
also entered into office lease arrangements for offices in Lakewood, Colorado; Vancouver,
British Columbia; and Hawthorne, Nevada.

In June 2006 we concluded our initial development and exploration drilling program.
Technical work continues towards permitting and preparing the feasibility study on the
redevelopment of the Borealis Mine. As a part of the feasibility work, we continued with
engineering and field work, including extensive drill testing, to further define available
gold mineralization. Near-surface oxide definition drilling to date consisted of 109 holes
and is continuing. In addition 27 deeper holes were drilled as an exploration program to
further define deeper sulfide gold mineralization within the limits of the area on our
property which were previously disturbed by mining activity.

We are preparing a feasibility study on the previously mined area of the Borealis Property
to further delineate the gold mineralization available for the operation of a mine, to
upgrade some or all of the mineralized material to proven and probable reserves, design
the open pit mine, heap leach pads and gold recovery plant and to estimate the capital and
operating costs of the proposed mining scenario. Metallurgical test work has been
completed and indicates the material is amenable to conventional heap-leach recovery
methods. Once we have completed a feasibility study and, if warranted have made a decision
to begin development, we intend to develop our Borealis Property and place it into
production, assuming adequate additional capital is available.

On
June 10, 2006, we completed private placements to an officer and employee of 129,000 units
for gross proceeds of Cdn $174,150. The units were sold at a price of Cdn$1.35 each and
consist of one common share and one half of one purchase warrant. Each warrant is
exercisable until June 10, 2007 at a price of Cdn$1.82.

On
June 26, 2006, we announced that the USDA Forest Service and the Nevada Bureau of Mining
Regulation and Reclamation have both approved the Plan of Operations and Reclamation Plan,
allowing Gryphon Gold to proceed with the development of a heap leach mine at the Borealis
Gold Project. These

13

---

approvals, combined with the
previously approved operating permits from the State of Nevada, represent the key
regulatory approvals required to place the Borealis gold mineralization into production.

In
fiscal 2006 our exploration work focused on extension and definition drilling and the
broadening of district exploration. We expended $3.6 million on exploration of the
Borealis property for the fiscal year ended March 31, 2006.

During
fiscal 2007, we plan to continue extension drilling within the Graben deposit. This
20-hole drilling program will consist of a series of broad step-out holes along the
northern extension of the Graben trend and is scheduled to commence in September 2006.
Guided by the new geophysical surveys and reinterpreted existing geophysical data, this
program is designed to delineate the northern and western limits of the Graben
deposits gold mineralization (budgeted at $1.4 million). Simultaneously, we intend
to begin a broader scale district exploration reconnaissance and drilling program
(budgeted at $0.55 million) This program is designed to determine which of the six other
gold mineralized targets identified to date will be the focus of the next exploration
program.

Our plan near term is to work towards completing a feasibility study and mine plan for our
Borealis Property (expected second quarter 2007). Upon successful completion of a
feasibility study and, if warranted, raise sufficient capital to build an open pit
heap-leach mine. The following activities are planned for fiscal 2007:

| |  |  | Completion
of feasibility study for the Borealis Property and production decision.
| | - |  | ----------------------------------------------------------------------------------

| |  |  | Raise
sufficient capital to begin construction of the heap leach mine at the Borealis Gold
Project.
| | - |  | ---------------------------------------------------------------------------------------------------

| |  |  | Initiate   geophysical
survey program to be completed during September 2006 is designed for targeting sites for
the two new drilling programs. The program will consist of three gradient array induced
polarization  (IP)
and resistivity surveys to identify chargeability and resistivity highs that are
coincident with known aeromagnetic lows indicating areas of likely mineralization.
| | - |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Initiate
Graben deposit drilling extension program, a 20-hole drilling program will consist of a
series of broad step-out holes along the northern extension of the Graben trend and is
scheduled to commence in September 2006.
| | - |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  |  | Initiate
district exploration program to determine which of the six other gold mineralized targets
identified to date will be the focus of the next exploration program.
| | - |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------

# Managements
Discussion and Analysis

This
discussion and analysis should be read in conjunction with the accompanying, Unaudited
Interim Financial Statements and related notes. The discussion and analysis of the
financial condition and results of operations are based upon the unaudited interim
financial statements, which have been prepared in accordance with accounting principles
generally accepted in the United States. The preparation of financial statements in
conformity with accounting principles generally accepted in the United States of America
requires us to make estimates and assumptions that affect the reported amounts of assets
and liabilities, disclosure of any contingent liabilities at the financial statement date
and reported amounts of revenue and expenses during the reporting period. On an on-going
basis we review our estimates and assumptions. The estimates were based on historical
experience and other assumptions that we believe to be reasonable under the circumstances.
Actual results are likely to differ from those estimates under different assumptions or
conditions, but we do not believe such differences will materially affect our financial
position or results of operations. Critical accounting policies, the policies we believe
are most important to the presentation of its financial statements and require the most
difficult, subjective and complex judgments, are outlined below in Critical
Accounting Policies, and have not changed significantly.

14

---

We use words like expects, believes, intends,
anticipates, plans, targets, projects or
estimates in this quarterly report. When used, these words and other, similar
words and phrases or statements that an event, action or result will,
may, could, or should occur, be taken or be achieved
identify forward-looking statements. Such forward-looking statements reflect
our current views with respect to future events and are subject to certain risks,
uncertainties and assumptions, including, the risks and uncertainties outlined in Exhibit
99.1 titled Risk Factors and Uncertainties. Should one or more of these risks
or uncertainties materialize, or should underlying assumptions prove incorrect, actual
results may vary materially from those anticipated, believed, estimated or expected. Our
management has included projections and estimates in this quarterly report, which are
based primarily on managements experience in the industry, assessments of our
results of operations, discussions and negotiations with third parties and a review of
information filed by our competitors with the Securities and Exchange Commission or
otherwise publicly available. We caution readers not to place undue reliance on any such
forward-looking statements, which speak only as of the date made. We disclaim any
obligation subsequently to revise any forward-looking statements to reflect events or
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.

We qualify all the forward-looking statements contained in this quarterly report by the
foregoing cautionary statements.

# Critical Accounting
Policies and Estimates

The
preparation of our unaudited interim financial statements is in accordance with accounting
principles generally accepted in the United States. We do not reconcile our unaudited
interim financial statements to Canadian generally accepted accounting principles. The
following are critical accounting policies and estimates which we believe are important to
understanding our financial results.

| | Use
of estimates
| | ----------------

The
preparation of financial statements requires us to make estimates and assumptions which
affect the reported amounts of assets and liabilities at the date of the financial
statements and the revenues and expenses for the period reported. By their nature, these
estimates are subject to measurement uncertainty and the effect on the financial
statements of changes in such estimates in future periods could be significant. Actual
results will likely differ from these estimates.

| | Exploration
of mineral property interests
| | -----------------------------------------

We
expense exploration costs as they are incurred. When we determine that a mining deposit
can be economically and legally extracted or produced based on established proven and
probable reserves, development costs incurred after such determination will be
capitalized. The establishment of proven and probable reserves is based on results of
final feasibility studies which indicate whether a property is economically feasible. Upon
commencement of commercial production, we will transfer capitalized costs to the
appropriate asset category and amortize them over their estimated useful lives and/or
ounces produced, as appropriate. We capitalize the cost of acquiring mineral property
interests (including original claim establishment) until we have determined the
viability of the property. We expense capitalized acquisition costs if we determine that
the property has no future economic value and ongoing claim maintenance costs. We will also write down capitalized amounts if
estimated future cash flows, including potential sales proceeds, related to the mineral
property are estimated to be less than the carrying value of the property.

| | Stock-based
compensation
| | ------------------------

As
regulated by Statement of Financial Accounting Standards (SFAS) No. 123(R),
Accounting for Stock-Based Compensation (SFAS No. 123(R)), commencing the
quarter ended June 30, 2006, we have adopted the fair value method of accounting for
share-based payments to employees and records compensation expense on each vesting period
on options granted to its employees, directors and consultants.

15

---

| | Asset
retirement obligations
| | ----------------------------

We
record the present value of an asset retirement obligation as a liability in the period in
which we incur a legal obligation associated with the retirement of tangible long-lived
assets that result from the acquisition, construction, development or normal use of the
assets with a corresponding increase in the carrying amount of the related long-lived
asset. This amount is depreciated over the estimated useful life of the related assets.
The liability is subsequently accreted through charges to expense over its expected life.
Currently, we have no asset retirement obligations.

| | Tax
valuation allowance
| | -----------------------

We
have recorded a valuation allowance that fully reserves for our deferred tax assets
because at this time we cannot establish that we will be able to utilize the tax loss
carryforwards in the future. If in the future we determine that we will be able to use all
or a portion of our deferred tax assets in the future, based on our projections of future
taxable income, we will reduce the valuation allowance, thereby increasing income in that
period.

| | Foreign
currency translation
| | ----------------------------

The
United States dollar is our functional currency. Transactions involving foreign currencies
for items included in operations are translated into U.S. dollars using average exchange
rates; monetary assets and liabilities are translated at the exchange rate prevailing at
the balance sheet date and all other balance sheet items are translated at the historical
rates applicable to the transactions that comprise those amounts. Translation gains and
losses are included in our determination of net income.

| | Recent
Accounting Pronouncements
| | --------------------------------

The
Financial Accounting Standards Board ratified the consensus of the Emerging Issues Task
Force that stripping costs incurred during the production phase of a mine are variable
production costs that should be included in the costs of the inventory produced during the
period that the stripping costs are incurred. This consensus is effective for the first
reporting period in fiscal years beginning after December 15, 2005, with early adoption
permitted. To date we have not incurred any stripping costs. We have adopted the
consensus effective April 1, 2006.

Results of Operations

We
are in an exploration stage and currently have no producing mineral properties and thus we
had no revenues during all reporting periods.

Three months ended June
30, 2006 compared to three months ended June 30, 2005

For
the three month period ended June 30, 2006 we had a net loss of $2,000,134 or $0.05 per
share compared to a net loss of $817,918 or $0.03 per share in the same period in the
prior year, as spending on our exploration activities increased significantly.

Exploration
expenses during the three month period ended June 30, 2006 were $1,253,515 or 63% of our
total expenses compared to $340,072 or 40% of total expenses in the prior year. The
increase in spending was related to continuation of permitting activities, drilling
program and feasibility study on our Borealis property, which commenced May 2005.

Management
salaries and consulting fees in the quarter ended June 30, 2006 were $408,593 compared to
$196,301 incurred in the quarter ended June 30, 2005 as staffing increased significantly.
Salaries and consulting fees are expected to continue to increase in future periods as we
expect to hire additional personnel if we commence mine development on the Borealis
property. Legal and audit fees for the period decreased to $77,366 from $169,859 for the
three months ended June 30, 2005, this is mainly due to costs incurred in prior years'
comparable quarter associated to changing
reporting to US generally accepted accounting principles (GAAP) from Canadian GAAP
and the legal and auditing costs incurred to become a public company, subject to additional
reporting and compliance requirements.

16

---

Travel and accommodation during the
quarter ended June 30, 2006 was $119,677, compared to $53,986 expended on travel in the
prior year quarter. The increase is due to greater corporate travel associated with
investor relations and property site visits. General and administrative expenses of
$241,042, compared to $79,091 in the prior year quarter. The increase is due to higher
spending on investor relations, rent with the establishment of our Lakewood office, office
support and insurance. Travel and general and administrative expenses will continue to
increase in future periods with the expected continuing increase in activity to support
the development of our Borealis property and with the additional obligations as a public
company in the United States and in Canada. Interest income earned on cash deposits was
$92,427 for the quarter ended June 30, 2006, compared to $37,889 in the prior year quarter
due to significantly higher cash balances then the prior quarter.

# Liquidity and Capital
Resources

Our
principal source of liquidity is cash which is raised by way of sale of commons shares
from treasury.

At
June 30, 2006 we had working capital of $7,049,472, and we had current assets consisting
of $7,525,057 in cash, $105,429 in accounts receivable and $87,092 in prepaid expenses. We
had $668,106 in current liabilities at June 30, 2006, consisting of $644,995 in accounts
payable and accrued liabilities and $23,111 in current portion of capital leases. We
believe we have sufficient working capital to fund completion of our drilling program,
permitting and feasibility study, costs related to lease and claim maintenance fees and
general and administrative expense for the next 8 to 12 months. In order to bring the
Borealis property into production we will need to obtain additional capital.

Summary of any product
research and development that the company will perform for the term of the plan.

We do not anticipate performing any
product research and development under our plan of operation.

Expected purchase or sale
of plant and significant equipment.

We are reviewing alternatives for
purchase of mine equipment if the development of a mine on the Borealis property is
warranted by a feasibility study and additional financing is obtained.

Significant changes in
number of employees.

We expect the number of employees to
gradually increase from current level (10). We will require additional employees if we
begin developing our Borealis Property.

# Off-Balance Sheet
Arrangements

We
do 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 is material to investors.

# Contractual Obligations

We make advance royalty payments of
$8,916 per month to certain lease holders while exploration is proceeding on the Borealis
Property. Also, to maintain its existing claims, we make payments totaling approximately
$102,000 annually. These payments are contingent upon us maintaining an interest in the
property.

17

---

As
of June 30, 2006, we had the following non-cancelable contractual obligations:

|                            | Payments Due by Period
|--------------------------- | ----------------------
|                           
|
|                           
|Capital Lease obligations   |                       
|Operating Lease Obligation  |                       
|Operating Lease Obligations |                       
|                           
|Total                       |                       
|                           

The capitalized leases is for the
purchase of two trucks. 
Contractual obligation (1) is the rental
of office space in Vancouver BC with an initial 3 year term, terminating August 2008 and
payments of approximately $2,839 per month. 
Contractual Obligation (2) is the
rental of office space in Lakewood CO with an initial term 5 year term, terminating
October 2010 and payments of approximately $2,995 per month.

Certain information contained in
this Management Discussion and Analysis constitutes forward looking
information and actual results could differ from estimates, expectations or beliefs
contained in such statements.

# Item 3.    Controls and
Procedures

We
maintain disclosure controls and procedures designed to ensure that information required
to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is
recorded, processed, summarized and reported within the specified time periods. As of the
end of the period covered by this report, our principal executive officer and principal
financial officer evaluated the effectiveness of our disclosure controls and procedures.
Based on the evaluation, which disclosed no significant deficiencies or material
weaknesses, our principal executive officer and principal financial officer concluded that
our disclosure controls and procedures are effective and that our disclosure controls and
procedures were adequately designed and are effective to ensure that information required
to be disclosed by us in the reports we file or submit under the Exchange Act is recorded,
processed, summarized and reported within the time periods specified in applicable rules
and forms. In addition, our principal executive officer and principal financial officer
have determined that the disclosure controls and procedures are effective to ensure that
information required to be disclosed in the reports that are filed under the Exchange Act
are accumulated and communicated to management, including our principal executive officer
and principal financial officer, to allow timely decisions regarding required disclosure.

There
were no changes in our internal control over financial reporting (as defined in Rule
13(a)-15(f) or 15(d)-15(f)) that occurred during the companys most recent fiscal
quarter and the period covered by this quarterly report that have materially affected, or
are reasonably likely to materially affect, our internal control over financial reporting.

18

---

# PART II  OTHER
INFORMATION

# Item 1.    Legal
Proceedings.

Except
as provided below, neither we nor any of our property, including the Borealis Property,
are currently subject to any material legal proceedings or other regulatory proceedings
and to our knowledge no such proceedings are contemplated.

On September 16, 2005, our subsidiary, Borealis Mining Company, was named as a
co-defendant in an ongoing civil action pending in the United States District Court for
the District of Nevada, entitled United States v. Walker River Irrigation District(Court Doc. No. In Equity C-125, Subfile C-125-B). The action seeks to determine
the existence and extent of water rights held by the federal government in the Walker
River drainage area for use on federally reserved lands such as Indian reservations,
National Forests, military reservations, and the like. The suit does not dispute nor seek
to invalidate any existing water rights (including ours); rather, it seeks to determine
the extent and priority of the federal governments water rights. On May 27,
2003, the Court stayed all proceedings to allow the United States, the State of Nevada,
the State of California, the Walker River Paiute Tribe, the Walker River Irrigation
District, Mono County, California, Lyon County, Nevada, Mineral County, Nevada and the
Walker Lake Working Group to attempt to mediate a settlement. Borealis Mining Company was
named as one of several hundred co-defendants in this action because it owns water rights
within a portion of the Walker River drainage area in Nevada, which were granted under a
permit on September 16, 2005. We, like most private water right owners, do not intend
to participate in the merits of the lawsuit. We do not believe that this civil action,
which will determine the extent and priority of federally reserved water rights in the
area, will have any effect on our planned business operations as we currently have permits
to access water from two sites for our Borealis Property, one of which is not subject to
this action and either of which, individually, would provide a sufficient water supply for
our planned operations.

# Item 2.    Unregistered
Sales of Equity Securities and Use of Proceeds.

Since the beginning of our last completed fiscal quarter, we have offered and sold the
following securities in unregistered transactions pursuant to exemptions under the
Securities Act of 1933, as amended.

On
April 4, 2006, (later amended July 24, 2006) the Board of Directors approved subject to
shareholder approval, a 2006 Omnibus Incentive Plan reserving 1,000,000 common shares to
be granted as Restricted Stock Units. On the date of adoption 25,000 common shares were
granted to an officer of the company, which vest over 12 to 24 months, under section 4(2)
of the Securities Act.

On
April 4, 2006, (later amended July 24, 2006) the Board of Directors approved an increase
in the number of reserved shares of common stock for issuance to employees, officers,
directors, consultants and advisors from 3,000,000 to 6,000,000 shares. Our Board of
Directors approved the 2006 Omnibus Incentive Plan authorizing the grant of 3,000,000
options. Our 2004 Stock Option Plan authorizes the grant of 3,000,000 options. On the date
of adoption 1,590,000 options were granted to directors, officers and a consultant, of
which 1,475,000 are subject to shareholder approval and are exercisable for 5 years at a
price of Cdn$1.37 per share. The options were granted pursuant to an exemption available
under Section 4(2) of the Securities Act.

On
April 18, 2006, the Board of Directors approved the grant of 290,000 stock options to an
officer, employee and a consultant, 270,000 options are subject to shareholder approval.
The options vest over 12 to 30 months and are exercisable for 5 years at a price of
Cdn$1.37 per share. The consultant received 20,000 options which resulted in compensation
expense of $2,553 being recorded for the portion which vested. The options were granted
pursuant to an exemption available under Section 4(2) of the Securities Act.

On
May 26, 2006, the Board of Directors approved the grant of 30,000 stock options to an
outside consulting firm who will be providing certain investor relations services to the
company. The options vest over the next 24 months and are exercisable for 5 years from the
date of grant at a price of Cdn$1.60 per share. The grant is subject to shareholder
approval. The options were granted pursuant to an exemption available under Section 4(2)
of the Securities Act.

19

---

On
June 10, 2006, we completed private placements of 129,000 units at Cdn$1.35, with each
unit comprising one common share and 1⁄2 of one common share warrant. Each whole
warrant entitles the holder to purchase a common share at a price of Cdn$1.82 per share
until June 10, 2007. The private placement was made to accredited investors (as defined in
Rule 501(a) of regulation D) pursuant to an exemption from registration available under
Section 4(2) of the Securities Act.

# Item 3.    Defaults Upon
Senior Securities.

| | None.
| | -----

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

| | None.
| | -----

# Item 5.    Other
Information.

| | None.
| | -----

Item 6.   Exhibits

| | ExhibitNumber |  | Description
| | ------------- |  | -----------

| | 3.1(1) |  | Articles
of Incorporation of Gryphon Gold Corporation, filed April 24, 2003
| | ------ |  | ---------------------------------------------------------------------------

| | 3.2(1) |  | Certificate
of Amendment to Articles of Incorporation of Gryphon Gold Corporation, filed
               August 9, 2005
| | ------ |  | ----------------------------------------------------------------------------------------------------------------------

| | 3.3(1) |  | Bylaws
of Gryphon Gold Corporation
| | ------ |  | ----------------------------------

| | 3.4(1) |  | Articles
of Incorporation of Borealis Mining Company, filed June 5, 2003
| | ------ |  | ------------------------------------------------------------------------

| | 3.5(1) |  | Bylaws
of Borealis Mining Company
| | ------ |  | ---------------------------------

| | 4.1(4) |  | Specimen
Common Stock certificate
| | ------ |  | ---------------------------------

| | 4.2(3) |  | Form
of Warrant Indenture
| | ------ |  | -------------------------

| | 4.3(4) |  | Form
of Underwriters' Compensation Options
| | ------ |  | ------------------------------------------

| | 10.1(1) |  | Investor
Rights Agreement by and among Gryphon Gold Corporation and the Stockholders Party
               Hereto, dated as of May 1, 2003, as amended
| | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.2(1) |  | Assignment
of Borealis Mining Lease, dated January 10, 2005, between Golden Phoenix Mineral
               Company and Borealis Mining Company
| | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------

| | 10.3(1) |  | Agreement
and Consent to Assignment of Borealis Mining Lease, entered into as of January 26,
               2005, between Richard J. Cavell, Hardrock Mining Company, John W. Whitney,
Golden Phoenix                Minerals, Inc., Borealis Mining Company and Gryphon Gold
Corporation
| | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.4(1) |  | Escrow
Agreement, dated January 10, 2005, between Borealis Mining Company, Gryphon Gold Company
               and Lawyers Title Agency of Arizona (Regarding Purchase Agreement dated
January 10, 2005)
| | ------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.5(1) |  | Purchase
Agreement dated January 10, 2005, as amended, Seller: Golden Phoenix Minerals, Inc.,
               Buyer: Borealis Mining Company and Guarantor: Gryphon Gold Corporation
| | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.6(1) |  | Agreement
between Golden Phoenix Minerals, Inc. and Borealis Mining Company (Borealis Property,
               Mineral County, Nevada), dated July 21, 2003
| | ------- |  | -----------------------------------------------------------------------------------------------------------------------------------------------------------

20

---

| | ExhibitNumber |  | Description
| | ------------- |  | -----------

| | 10.7(1) |  | Agency
Agreement/ Investment Advisory Retainer, between Gryphon Gold Corporation and Desjardins
               Securities Inc., signed March 9, 2005
| | ------- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.8(1) |  | Service
Agreement between Gryphon Gold Corporation and The Kottmeier Resolution Group Ltd.,
               dated May 17, 2005.  Replaced by Contact Financial dated December 22, 2005.
| | ------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.9(1) |  | Office
Building Lease dated June 22, 2005, related to Lakewood, Colorado office
| | ------- |  | -------------------------------------------------------------------------------

| | 10.10(1 |  | Executive
Compensation Agreement, dated October 1, 2003, between Gryphon Gold Corporation and
               Allen Gordon dba Evergreen Mineral Ventures LLC
| | ------- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------------

| | 10.11(1) |  | Assignment
Assumption Agreement between Gryphon Gold Corporation and Allen Gordon
| | -------- |  | ---------------------------------------------------------------------------------

| | 10.12(1) |  | Executive
Compensation Agreement, dated October 1, 2003, between Gryphon Gold Corporation and
               Albert Matter
| | -------- |  | --------------------------------------------------------------------------------------------------------------------------

| | 10.13(1) |  | Executive
Compensation Agreement, dated February 1, 2004, between Gryphon Gold Corporation and
                Tony Ker
| | -------- |  | -----------------------------------------------------------------------------------------------------------------------

| | 10.14(1) |  | Executive
Compensation Agreement, dated November 1, 2004, between Gryphon Gold Corporation and
                Thomas Sitar
| | -------- |  | ---------------------------------------------------------------------------------------------------------------------------

| | 10.15(1) |  | Executive
Compensation Agreement, dated June 1, 2005 between Gryphon Gold Corporation and
                Donald Ranta
| | -------- |  | ----------------------------------------------------------------------------------------------------------------------

| | 10.16(1) |  | Gryphon
Gold Corporation 2004 Stock Incentive Plan
| | -------- |  | --------------------------------------------------

| | 10.17(4) |  | Form
of Escrow Agreement
| | -------- |  | ------------------------

| | 10.18(2) |  | Form
of Lock Up Agreement-- Shareholders
| | -------- |  | ----------------------------------------

| | 10.19(2) |  | Form
of Lock Up Agreement for Executive Officers and Directors
| | -------- |  | --------------------------------------------------------------

| | 10.20(2) |  | Warrant
Agreement dated August 10, 2005, between Gryphon Gold Corporation and Computershare
                Trust Company, Inc. (Golden, Colorado)
| | -------- |  | --------------------------------------------------------------------------------------------------------------------------------------------------

| | 14.1(2) |  | Code
of Business Conduct and Ethics
| | ------- |  | -----------------------------------

| | 16.1(2) |  | Letter
on Change of Certifying Accountant
| | ------- |  | -----------------------------------------

| | 31.1 |  | Certification
Required Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- |  | --------------------------------------------------------------------------------

| | 31.2 |  | Certification
Required Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
| | ---- |  | --------------------------------------------------------------------------------

| | 32.1 |  | Certification
Required Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- |  | --------------------------------------------------------------------------------

| | 32.2 |  | Certification
Required Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
| | ---- |  | --------------------------------------------------------------------------------

| | 99.1 |  | Risk
Factors and Uncertainties
| | ---- |  | ------------------------------

_________________

| | (1) |  | Previously
filed on Form SB-2 on August 17, 2005.
| | --- |  | -------------------------------------------------

| | (2) |  | Previously
filed on Form SB-2 on October 6, 2005.
| | --- |  | -------------------------------------------------

| | (3) |  | Previously
filed on Form SB-2 on October 27, 2005.
| | --- |  | --------------------------------------------------

| | (4) |  | Previously
filed on Form SB-2 on November 9, 2005
| | --- |  | -------------------------------------------------

21

---

# SIGNATURES

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

GRYPHON GOLD CORPORATION

|By: |  | /s/ Allen S. Gordon
______________________________
Allen S. Gordon
President and Director
(On behalf of the registrant and as
principal executive officer)
|--- |  | ----------------------------------------------------------------------------------------------------------------------------------------------------------

Date: August 11, 2006

22

---