SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K
(Mark One)

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

                   For the Fiscal Year Ended December 31, 2008
    OR

( )  TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
     EXCHANGE ACT OF 1934
                          Commission File No. 000-52828

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

            Nevada                                   98-0521119
(State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)

    302 Washington St., Suite 513
     San Diego, California                                       92103
   --------------------------------------                      ---------
   (Address of Principal Executive Office)                     Zip Code

Registrant's telephone number, including Area Code: __________________
Securities registered pursuant to Section 12(b) of the Act:  None
Securities registered pursuant to Section 12(g) of the Act:  Common Stock

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes [X] No [ ]

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation  S-K is not contained  herein,  and will not be contained,  to the
best of Registrant's  knowledge,  in definitive proxy or information  statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act.

Large accelerated filer  [  ]                   Accelerated filer  [ ]

Non-accelerated filer  [  ]                     Smaller reporting company  [X]
(Do not check if a smaller reporting company)

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

The aggregate market value of the voting stock held by non-affiliates of the
Company on June 30, 2008 was -0-.

As of March 31, 2009, the Company had 3,625,000 issued and outstanding shares of
common stock.

Documents incorporated by reference:      None


<PAGE>

ITEM 1.  BUSINESS
         --------

     Cyprium  Resources,  Inc.  ("Cyprium")  plans to explore and develop mining
properties  which  may be  productive  of gold,  silver,  copper,  lead or zinc.
Cyprium was  incorporated  in Nevada in December 2006 and is in the  exploration
stage.

     In January 2007 Cyprium  leased ten mining  claims from an unrelated  third
party. These claims were located in Piute County, Utah. The mining lease was for
a twenty year term and required  Cyprium to pay a royalty to the lessor equal to
2.5% of the net smelter returns from the sale of any minerals extracted from the
claims.  Minimum royalty  payments of $4,500 were also required each year during
the term of the lease.  On November 1, 2008 the mining lease was  terminated  by
the mutual agreement of Cyprium and the lessor.

     As of March 31, 2009 Cyprium was not conducting any business.

General

     Cyprium's  office  is  provided  free of charge  by its  President  Jeffrey
Collins.

      As of March 31, 2009 Cyprium did not have any full time employees.

      Cyprium does not have a website.

ITEM 2.  DESCRIPTION OF PROPERTY
         -----------------------

      See Item 1 of this report.


ITEM 3.  LEGAL PROCEEDINGS.
         -----------------

      Cyprium is not involved in any legal proceedings and Cyprium does not know
of any legal proceedings which are threatened or contemplated.

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

      Not Applicable.

ITEM 5. MARKET PRICE OF AND DIVIDENDS ON THE REGISTRANT'S COMMON EQUITY AND
        -----------------------------------------------------------------------
        OTHER SHAREHOLDER MATTERS.
        --------------------------

     Although  Cyprium's  common stock has been quoted on the OTC Bulletin Board
under the symbol  "CYIM" since  November 7, 2007, as of March 31, 2009 there was
no public trading market for Cyprium's common stock.


                                       2
<PAGE>

      Trades of Cyprium's common stock, should a market ever develop, will be
subject to Rule 15g-9 of the Securities Exchange Act of 1934, which rule imposes
certain requirements on broker/dealers who sell securities subject to the rule
to persons other than established customers and accredited investors. For
transactions covered by the rule, brokers/dealers must make a special
suitability determination for purchasers of the securities and receive the
purchaser's written agreement to the transaction prior to sale. The Securities
and Exchange Commission also has rules that regulate broker/dealer practices in
connection with transactions in "penny stocks". Penny stocks generally are
equity securities with a price of less than $5.00 (other than securities
registered on certain national securities exchanges or quoted on the NASDAQ
system, provided that current price and volume information with respect to
transactions in that security is provided by the exchange or system). The penny
stock rules require a broker/ dealer, prior to a transaction in a penny stock
not otherwise exempt from the rules, to deliver a standardized risk disclosure
document prepared by the Commission that provides information about penny stocks
and the nature and level of risks in the penny stock market. The broker/dealer
also must provide the customer with current bid and offer quotations for the
penny stock, the compensation of the broker/dealer and its salesperson in the
transaction, and monthly account statements showing the market value of each
penny stock held in the customer's account. The bid and offer quotations, and
the broker/dealer and salesperson compensation information, must be given to the
customer orally or in writing prior to effecting the transaction and must be
given to the customer in writing before or with the customer's confirmation.
These disclosure requirements may have the effect of reducing the level of
trading activity in the secondary market for Cyprium's common stock.

      As of March 31, 2009 Cyprium had 3,625,000 outstanding shares of common
stock and 36 shareholders.

      As of March 31, 2009 Cyprium did not have any outstanding warrants,
options or securities convertible into shares Cyprium's common stock.

      With the exception of 1,500,000 shares held by Jeffrey Collins, Cyprium's
sole officer and director, all outstanding shares of Cyprium are freely
tradable.

      Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. Cyprium's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.

      During the year ended December 31, 2008 Cyprium did not purchase any
shares of its common stock from third parties in a private transaction or as a
result of any purchases in the open market. None of Cyprium's officers or
directors, nor any of its principal shareholders purchased any shares of its
common stock from third parties in a private transaction or as a result of
purchases in the open market during the year ended December 31, 2008.

ITEM 6.  SELECTED FINANCIAL DATA

      Not applicable.



                                       3
<PAGE>



ITEM 7.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND PLAN OF
         OPERATION

      Cyprium was incorporated in December 2006. During the period from its
incorporation through December 31, 2008 Cyprium did not generate any revenue and
incurred $6,650 in exploration expenses and $16,603 in operating and general
administration expenses.

      Since its inception, Cyprium has financed its operations through the
private sale of its common stock. Cyprium does not have any commitments or
arrangements from any person to provide Cyprium with any additional capital.

      In January 2007 Cyprium leased ten mining claims from an unrelated third
party. These claims were located in Piute County, Utah. The mining lease was for
a twenty year term and required Cyprium to pay a royalty to the lessor equal to
2.5% of the net smelter returns from the sale of any minerals extracted from the
claims. Minimum royalty payments of $4,500 were also required each year during
the term of the lease. On November 1, 2008 the mining lease was terminated by
the mutual agreement of Cyprium and the lessor.

      As of March 31, 2009 Cyprium was not conducting any business.

      See Note 2 to the financial statements included as part of this report for
a description of Cyprium's accounting policies and recent accounting
pronouncements.

ITEM 7A.   QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK

      Not applicable.

ITEM 8.  FINANCIAL STATEMENTS

      See the financial statements attached to this report.

ITEM 9.  CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS.
         ---------------------------------------------

      Not applicable.

ITEM 9A.  CONTROLS AND PROCEDURES

      Under the direction and with the participation of Cyprium's management,
Cyprium carried out an evaluation of the effectiveness of the design and
operation of its disclosure controls and procedures as of December 31, 2008.
Cyprium maintains disclosure controls and procedures that are designed to ensure
that information required to be disclosed in its periodic reports with the
Securities and Exchange Commission is recorded, processed, summarized and
reported within the time periods specified in the SEC's rules and regulations,
and that such information is accumulated and communicated to Cyprium's
management, including its principal executive officer and principal financial
officer, as appropriate, to allow timely decisions regarding required
disclosure. Cyprium's disclosure controls and procedures are designed to provide
a reasonable level of assurance of reaching its desired disclosure control
objectives.


                                       4
<PAGE>

Management's Report on Internal Control Over Financial Reporting

      Cyprium's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of Cyprium's principal executive
officer and principal financial officer and implemented by Cyprium's Board of
Directors, management and other personnel, to provide reasonable assurance
regarding the reliability of financial reporting and the preparation of
Cyprium's financial statements in accordance with U.S. generally accepted
accounting principles.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

      Cyprium's management evaluated the effectiveness of its internal control
over financial reporting as of December 31, 2008 based on criteria established
in Internal Control - Integrated Framework issued by the Committee of Sponsoring
Organizations of the Treadway Commission, or the COSO Framework. Management's
assessment included an evaluation of the design of Cyprium's internal control
over financial reporting and testing of the operational effectiveness of those
controls.

      Based on this evaluation, Cyprium's management concluded that Cyprium's
internal control over financial reporting was effective as of December 31, 2008.

      There was no change in Cyprium's internal control over financial reporting
that occurred during the quarter ended December 31, 2008 that has materially
affected, or is reasonably likely to materially affect, Cyprium's internal
control over financial reporting.

      Management's report was not subject to attestation by Cyprium's
independent registered public accounting firm pursuant to temporary rules of the
SEC that permit Cyprium to provide only management's report on internal control
in this report.

ITEM 9B.   OTHER INFORMATION

      Not applicable.

ITEM 10.   DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL  PERSONS

    Name                  Age    Position
    ----                  ---    --------

    Jeffrey A. Collins     47    President, Secretary, Chief Financial Officer
                                 and a Director


                                       5
<PAGE>

      The directors of Cyprium serve in such capacity until the annual meeting
of Cyprium's shareholders and until their successors have been duly elected and
qualified. The officers of Cyprium serve at the discretion of Cyprium's
directors.

      The principal occupation of Cyprium's officer and director during the past
several years is as follows:

      Jeffrey A. Collins has been an officer and director of Cyprium since
January 2009. Mr. Collins has been the owner and president of Collins Project
Management (CPM) since 2003. CPM is a developer of small housing communities in
rural areas. The communities developed by CPM consist of small housing tracks
with 100 to 250 homes per community.

      Cyprium does not have a compensation or an audit committee. Cyprium does
not have a financial expert.

      None of Cyprium's directors are independent as that term is defined in
section 803 of listing standards of the NYSE Alternext US.

      Cyprium has not adopted a Code of Ethics applicable to its principal
executive, financial, and accounting officers and persons performing similar
functions. Cyprium does not believe it requires a Code of Ethics since its only
has one officer.

Changes in Management
---------------------

     The  following  shows  the  changes  in  Cyprium's   management  since  its
inception:

                              Appointed (A)
                                 to or
                              Resigned (R)     Positions Appointed to
Date          Name            from Position    or Resigned From
----          ----            --------------   ----------------------

12/22/06     John Sutherland        A          President, Principal Financial
                                               Officer, Secretary and Director.

9/9/08       John Sutherland        R          Director

9/9/08       Stephen Clevett        A          President, Principal Financial
                                               Officer, Secretary and a
                                               Director.

9/12/08      John Sutherland        R          Director

9/24/08      Stephen Clevett        R          President, Principal Financial
                                               Officer, Secretary and a
                                               Director.

9/24/08      Robert Shea            A          President, Principal Financial
                                               Officer, Secretary and a
                                               Director.

1/16/09      Robert Shea            R          President, Principal Financial
                                               Officer, Secretary and Director


                                       6
<PAGE>


1/16/09      Jeffrey Collins        A          President, Principal Financial
                                               Officer, Secretary and Director

Compensation Committee Interlocks and Insider Participation.
------------------------------------------------------------

     Cyprium's  director  acts as its  compensation  committee.  During the year
ended  December  31, 2008,  none of Cyprium's  officers was also a member of the
compensation  committee or a director of another entity,  which other entity had
one of its executive officers serving as a director of Cyprium or as a member of
Cyprium's compensation committee.

ITEM 11.  EXECUTIVE COMPENSATION

     The following table shows the compensation  paid or accrued during the year
ended  December  31, 2008 to the  executive  officers of Cyprium.  No officer of
Cyprium has ever received compensation in excess of $100,000 per year.

     Jeffrey Collins did not become an officer of Cyprium until January 2009.

                                                                 All
                                                                Other
                                                                Annual
                                               Stock   Option   Compen-
Name and Principal    Fiscal  Salary   Bonus   Awards  Awards   sation
 Position              Year    (1)      (2)     (3)      (4)      (5)    Total
------------------    ------  ------   -----   ------  ------   -------  -----

Robert Shea            2008       -       -        -       -         -      -
Chief Executive
Officer
(9-08 to 1-09)

Steven Clevett         2008       -       -        -       -         -      -
(9-08 to 9-08)

John H. Sutherland     2008       -       -        -       -         -      -
Chief Executive        2007
Officer
(12-06 to 9-08)

(1)  The dollar value of base salary (cash and non-cash) received.
(2)  The dollar value of bonus (cash and non-cash) received.
(3)  During the  periods  covered by the table,  the value of  Cyprium's  shares
     issued as compensation for services to the persons listed in the table.
(4)  The value of all stock options  granted  during the periods  covered by the
     table.
(5)  All other  compensation  received that Cyprium could not properly report in
     any other column of the table.

      See Item 10 of this report regarding changes in Cyprium's management.


                                       7
<PAGE>

      Cyprium does not have employment agreements with any of its officers.

      The following shows the amounts that Cyprium expects to pay to its officer
during the twelve-month period ending December 31, 2009, and the time its
officer plans to devote to Cyprium's business. Cyprium does not have employment
agreements with any person.

                                         Proposed      Time to be Devoted to
      Name                             Compensation     Cyprium's Business
      ----                             ------------    ---------------------

      Jeffrey A. Collins                   $-0-                 35%

      Long-Term Incentive Plans. Cyprium does not have any pension, stock
appreciation rights, long-term incentive or other plans and has no intention of
implementing any of these plans for the foreseeable future.

      Employee Pension, Profit Sharing or other Retirement Plans. Cyprium does
not have a defined benefit, pension plan, profit sharing or other retirement
plan, although it may adopt one or more of such plans in the future.

      Compensation of Directors. Cyprium's director did not receive any
compensation for his services as director during the fiscal year ended December
31, 2008.

Stock Option and Bonus Plans

      Cyprium has not adopted any stock option or stock bonus plans.

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

      The following table lists, as of March 31, 2009, those persons owning
beneficially 5% or more of Cyprium's common stock, the number and percentage of
outstanding shares owned by each director and officer of Cyprium and by all
officers and directors as a group. Unless otherwise indicated, each owner has
sole voting and investment powers over his shares of common stock.

Name and Address                   Number of Shares        Percent of Class
----------------                   ----------------        ----------------

Jeffrey A. Collins                     1,500,000                  41%
302 Washington St., #513
San Diego, CA  92103

ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.
          ----------------------------------------------

      On January 10, 2007 Cyprium sold 1,500,000 shares of its common stock to
John Sutherland, then Cyprium's only officer and director, for $15,000, or $0.01
per share.

                                       8
<PAGE>

      On January 15, 2009 Jeffrey A. Collins purchased 1,500,000 shares of
Cyprium's common stock from Consultants & Risk Management, Inc. The 1,500,000
shares purchased by Mr. Collins represent approximately 42% of the outstanding
shares of Cyprium's common stock. Consultants & Risk Management, Inc. is
controlled by Robert Shea.

      On January 15, 2009 Robert Shea resigned as an officer and director of the
Company. Prior to his resignation Mr. Collins was appointed Cyprium's President,
Chief Financial Officer, Secretary and a director.

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

      John Kinross-Kennedy audited Cyprium's financial statements for the years
ended December 31, 2008 and 2007. The following table shows the aggregate fees
billed to Cyprium during the years ended December 31, 2008 and 2007 by Mr.
Kinross-Kennedy.

                                         2008                   2007
                                         ----                   ----

      Audit Fees                       $2,000                 $2,800
      Audit-Related Fees               $  900                     --
      Financial Information Systems        --                     --
      Design and Implementation Fees       --                     --
      Tax Fees                             --                     --
      All Other Fees                       --                     --

      Audit fees represent amounts billed for professional services rendered for
the audit of Cyprium's annual financial statements and the review of Cyprium's
interim financial statements. Before Mr. Kinross-Kennedy was engaged by Cyprium
to render these services, the engagement was approved by Cyprium's Directors.

ITEM 15.  EXHIBITS

Exhibit
Number   Exhibit Name
-------  ------------

3.1      Articles of Incorporation                                        *

3.2      Bylaws                                                           *

10.1     Mining Lease                                                     *

31       Rule 13a-14(a) Certifications

32       Section 1350 Certifications

*    Incorporated  by  reference  to  the  same  exhibit  filed  with  Cyprium's
     registration statement on Form SB-2 (File # 333-145951).


                                       9
<PAGE>

             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To:  the Board of Directors and Shareholders
Cyprium Resources Inc.

I have audited the  accompanying  balance sheet of Cyprium  Resources Inc. as of
December 31, 2008 and 2007,  and the related  statements of  operations,  and of
cash flows for the years ended 2008 and 2007. These financial statements are the
responsibility of the Company's  management.  My responsibility is to express an
opinion on these financial statements based on my audit.

I conducted my audit in  accordance  with the  standards  of the Public  Company
Accounting Oversight Board (United States).  Those standards require that I plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement.  An audit includes examining, on a
test basis,  evidence  supporting  the amounts and  disclosures in the financial
statements.  An audit also includes assessing the accounting principles used and
significant  estimates  made by  management,  as well as evaluating  the overall
financial statement  presentation.  I believe that my audit provide a reasonable
basis for my opinion.

In my  opinion,  based on my audit and the  report of the  other  auditors,  the
financial statements referred to above present fairly, in all material respects,
the  financial  position of Cyprium  Resources  Inc. as of December 31, 2008 and
2007 and the results of its  operations,  and its cash flows for the years ended
December 31, 2008 and 2007 in conformity with United States  generally  accepted
accounting principles.

The Company's  financial  statements  are prepared using  accounting  principles
generally  accepted  in the  United  States  of  America  applicable  to a going
concern,  which  contemplates  the  realization  of assets  and  liquidation  of
liabilities  in  the  normal  course  of  business.  The  Company  has  not  yet
established  an ongoing  source of revenues  sufficient  to cover its  operating
costs and to allow it to continue as a going concern.  In addition,  the Company
has a deficit accumulated in the development stage of $59,316 as at December 31,
2008.  The ability of the Company to continue as a going concern is dependent on
the Company obtaining adequate capital to fund operating losses until it becomes
profitable.  However,  management cannot provide any assurances that the Company
will be successful in  accomplishing  any of its plans. If the Company is unable
to  obtain  adequate  capital,  it  could be  forced  to  cease  development  of
operations. The accompanying financial statements do not include any adjustments
that might be necessary if the Company is unable to continue as a going concern.

The Company has determined that it is not required to have, nor was I engaged to
perform,  an audit of the effectiveness of its documented internal controls over
financial reporting.


John Kinross-Kennedy
Certified Public Accountant
Irvine, California

April 8, 2009


                                      F-1

<PAGE>

                             CYPRIUM RESOURCES, INC.
                          (A Development Stage Company)
                                  Balance Sheet
                         for the year ended December 31,

                                                           2008        2007
                                                   -------------------------
     ASSETS
        Current Assets
          Cash                                      $    3,409   $   21,537
                                                   -------------------------
            Total Current Assets                         3,409       21,537
                                                   -------------------------
              Total Assets                          $    3,409   $   21,537
                                                   =========================
     LIABILITIES AND SHAREHOLDERS' EQUITY
        Current Liabilities
          Accounts Payable                          $      225   $      100
                                                   -------------------------
                                                    $      225   $      100
                                                   -------------------------
        Non Current Assets
          Loans from Officer                        $        -   $        -
                                                   -------------------------
             Total Non Current Assets               $        -   $        -
                                                   -------------------------
              Total Liabilities                     $      225   $      100
                                                   -------------------------
    Shareholders' Equity
      Common Stock, $0.001 par value;
       authorized 75,000,000
       shares; issued and outstanding
       3,625,000 shares as at December 31, 2007;
       3,625,000 shares as at December 31, 2008     $    3,625   $    3,625
      Additional Paid-In Capital                        58,875       53,875
      Deficit accumulated during the
       development stage                               (59,316)     (36,063)
                                                   -------------------------
             Total Shareholders' Equity             $    3,184   $   21,437
                                                   -------------------------
             Total Liabilities and Shareholders'
             Equity                                 $    3,409   $   21,537
                                                   =========================

The accompanying notes are an integral part of these financial statements.

                                      F-2

<PAGE>

                             CYPRIUM RESOURCES, INC.
                          (A Development Stage Company)
                             Statement of Operations
<TABLE>
<S>                              <C>         <C>          <C>         <C>       <C>

                                                                             For the
                                                                            Period of
                                     For the                                Inception
                                  Three Months               For the       Jan. 1, 2006
                                      Ended                 Year Ended        to Dec.
                                   December 31,             December 31,        31,
                                -------------------------------------------------------
                                2008         2007        2008         2007     2008
                                -------------------------------------------------------
Revenue                       $      -    $      -    $      -     $      -   $      -

Cost of Sales                        -           -           -            -          -
                              ---------   ---------   ---------    ---------  ---------

Operating Income                     -           -           -            -          -

General and Administrative
Expenses:
  Mining Leases                      -           -       6,650        9,000     15,650
  Consulting                       466         100      11,119          425     33,602
  Professional Fees                225      11,483       3,525       22,483      6,475
  Licenses & Permits               250       1,150         325        2,950        750
    Other Administrative
      Expenses                     650         342       1,634        1,205      2,839
                              ---------   ---------   ---------    ---------  ---------
   Total General and
     Administrative Expenses     1,591      13,075      23,253       36,063     59,316
                              ---------   ---------   ---------    ---------  ---------
Net Loss                      $ (1,591)   $(13,075)   $(23,253)    $(36,063)  $(59,316)
                              =========   =========   =========    =========  =========

Loss Per Common Share:
  Basic and Diluted           $ (0.000)   $ (0.004)   $ (0.006)    $ (0.013)
                              =========   =========   =========    =========

Weighted Average Shares
  Outstanding, Basic and
    Diluted:                 3,625,000   3,625,000   3,625,000    2,723,973
                             ==========  ==========  ==========   ==========
</TABLE>


The accompanying notes are an integral part of these financial statements.



                                      F-3

<PAGE>

                             CYPRIUM RESOURCES, INC.
                          (A Development Stage Company)
                             Statement of Cash Flows

<TABLE>
<S>                                   <C>        <C>        <C>         <C>           <C>
                                          For the
                                       Three Months             For the
                                          Ended                Year ended         For the Period
                                       December 31,           December 31,        of Inception
                                     ----------------      -----------------      Jan. 1, 2006
                                     2008        2007       2008         2007    to Dec. 31, 2008
Cash flows from operating
  activities:
      Net loss                     $(1,591)   $(13,075)   $(23,253)   $(36,063)    $ (59,316)

Adjustments to reconcile net
  loss to net cash used by
   operating activities:
  Change in operating assets and
     liabilities:
     Increase in accounts payable
       and accrued liabilities                    (600)        125         100           225
                                   ---------------------------------------------------------
Net cash (used by) operating
   activities                       (1,591)    (13,675)    (23,128)    (35,963)      (59,091)
                                  ----------------------------------------------------------
Cash flows from investing
  activities                             -           -           -           -             -
                                  ----------------------------------------------------------
Net cash (used by) investing
   activities                            -           -           -           -             -
                                  ----------------------------------------------------------
Cash flows from financing activities:
  Common stock issued for cash           -           -           -      57,500        57,500
   Contributed Capital               5,000           -       5,000           -         5,000
   Due to related parties                -           -           -           -             -
                                  ----------------------------------------------------------
Net cash (used) provided by
   financing activities              5,000           -       5,000      57,500        62,500
                                  ----------------------------------------------------------
 Net increase (decrease) in cash     3,409     (13,675)    (18,128)     21,537         3,409

 Cash, beginning of the period           -      35,212      21,537           -             -
                                  ----------------------------------------------------------
 Cash, end of the period           $ 3,409    $ 21,537     $ 3,409    $ 21,537       $ 3,409
                                  ==========================================================

Supplemental cash flow
  disclosure:
   Interest paid                   $     -    $      -     $     -    $      -       $     -
                                  ==========================================================
   Taxes paid                      $     -    $      -     $     -    $      -       $     -
                                  ==========================================================
</TABLE>

The accompanying notes are an integral part of these financial statements.

                                      F-4
<PAGE>

                             CYPRIUM RESOURCES, INC.
                          (A Development Stage Company)
                        Statement of Shareholders' Equity

<TABLE>
<S>                                    <C>        <C>         <C>          <C>             <C>
                                        Common Stock                     Deficit
                                     -----------------                 Accumulated       Total
                                     Number               Additional   during the    Shareholders'
                                      of                   Paid-In     Development      Equity
                                     Shares      Amount    Capital        Stage        (Deficit)
                                     ------------------   ----------  -------------------------------

Inception, January 1, 2006                -     $     -    $      -     $        -      $         -

Common stock issued for cash,
January 10, 2007 @ $0.01 per
share                              1,500,000      1,500      13,500                          15,000

Common stock issued for cash,
May, 2007 @ $0.02 per share        1,325,000      1,325      25,175                          26,500

Common stock issued for cash,
June, 2007 @ $0.02 per share         800,000        800      15,200                          16,000

Net loss for the year ended
December 31, 2007                                                          (36,063)         (36,063)
                                   ---------     ------     -------       --------       ----------

Balances, December 31, 2007        3,625,000     $3,625     $53,875       $(36,063)      $   21,437

Capital contributed November 26,
2008                                                          5,000                           5,000
Net loss for the year ended
December 31, 2008                                                          (23,253)         (23,253)
                                   ---------     ------     -------       --------       ----------

Balances, December 31, 2008        3,625,000     $3,625     $58,875       $(59,316)      $    3,184
                                   =========     ======     =======       ========       ==========

</TABLE>

   The accompanying notes are an integral part of these financial statements.



                                      F-5
<PAGE>


                             Cyprium Resources, Inc.
                         (A Developmental Stage Company)
                          Notes to Financial Statements
                                December 31, 2008


1.  Corporate Overview

    Organization

     Cyprium Resources,  Inc. (the "Company") was incorporated under the laws of
     the State of Nevada  December 22, 2006.  The Company was formed for mineral
     exploration in the United States.

    Current Business of the Corporation

     On January 15, 2007 the Company entered into a 20 year lease agreement with
     the owner of 10 mining claims  situated in Utah,  known as the King claims.
     The lease was maintained current through September 30, 2008, however mining
     activities were limited. The Company has terminated the lease.

   Change in Officers and Directors

     On  September  9,  2008,  John  Sutherland  resigned  as  President,  Chief
     Financial Officer and Secretary of the Company.  By Board resolution on the
     same date,  Stephen H. Cleven was appointed to these  offices.  He resigned
     September  24.  On that  date  Robert  Shea,  a  resident  of the  state of
     Massachusetts,  was appointed President, Chief Financial Officer, Treasurer
     and Secretary. Mr. Shea purchased Mr. Sutherland's interest in the Company.

   Change in Corporation Offices

     In September, 2008 the Company moved its offices to Beijing in anticipation
     of business  operations  in China.  The decision was made  subsequently  to
     return the corporate office to the United States.


2.    Summary of Significant Accounting Policies

    Basis of Presentation

    The financial statements of the Company have been prepared using the accrual
    basis of accounting in accordance with generally accepted accounting
    principles in the United States. Because a precise determination of many
    assets and liabilities is dependent upon future events, the preparation of
    financial statements for a period necessarily involves the use of estimates
    which have been made using careful judgment.

                                      F-6
<PAGE>

    Use of Estimates

    The preparation of financial statements in conformity with accounting
    principles generally accepted in the United States of America requires
    management to make certain estimates and assumptions that affect the
    reported amounts of assets and liabilities at the date of the financial
    statements, and reported amounts of revenue and expenses during the
    reporting period. Actual results could differ materially from those
    estimates. Significant estimates made by management are, among others,
    realizability of long-lived assets, deferred taxes and stock option
    valuation.

    The financial statements have, in management's opinion, been properly
    prepared within the reasonable limits of materiality and within the
    framework of the significant accounting.

    Income Taxes

    The Company utilizes SFAS No. 109, "Accounting for Income Taxes," which
    requires the recognition of deferred tax assets and liabilities for the
    expected future tax consequences of events that have been included in the
    financial statements or tax returns. Under this method, deferred tax assets
    and liabilities are determined based on the difference between the tax basis
    of assets and liabilities and their financial reporting amounts based on
    enacted tax laws and statutory tax rates applicable to the periods in which
    the differences are expected to affect taxable income. Valuation allowances
    are established, when necessary, to reduce deferred tax assets to the amount
    expected to be realized. The Company generated a deferred tax credit through
    net operating loss carryforward. However, a valuation allowance of 100% has
    been established, as the realization of the deferred tax credits is not
    reasonably certain, based on going concern considerations outlined as
    follows.

    Going Concern

    The Company's financial statements are prepared using accounting principles
    generally accepted in the United States of America applicable to a going
    concern, which contemplates the realization of assets and liquidation of
    liabilities in the normal course of business. The Company has not yet
    established an ongoing source of revenues sufficient to cover its operating
    costs and to allow it to continue as a going concern. The ability of the
    Company to continue as a going concern is dependent on the Company obtaining
    adequate capital to fund operating losses until it becomes profitable. If
    the Company is unable to obtain adequate capital, it could be forced to
    cease development of operations.

    The ability of the Company to continue as a going concern is dependent upon
    its ability to successfully accomplish its plans to exploit or lease its
    mining claim described in the initial paragraph, or engage a working
    interest partner, in order to eventually secure other sources of financing
    and attain profitable operations. The accompanying financial statements do
    not include any adjustments relating to the recoverability and
    classification of recorded asset amounts or the amount and classifications
    or liabilities or other adjustments that might be necessary should the
    Company be unable to continue as a going concern.

                                      F-7
<PAGE>

    Development-Stage Company

    The Company is considered a development-stage company, with limited
    operating revenues during the periods presented, as defined by Statement of
    Financial Accounting Standards ("SFAS") No. 7. SFAS. No. 7 requires
    companies to report their operations, shareholders deficit and cash flows
    since inception through the date that revenues are generated from
    management's intended operations, among other things. Management has defined
    inception as January 1, 2007. Since inception, the Company has incurred an
    operating loss of $59,316 The Company's working capital has been generated
    through the sales of common stock. Management has provided financial data
    since January 1, 2007, "Inception" in the financial statements, as a means
    to provide readers of the Company's financial information to make informed
    investment decisions.

    Basic and Diluted Net Loss Per Share

    Net loss per share is calculated in accordance with SFAS 128, Earnings Per
    Share for the period presented. Basic net loss per share is based upon the
    weighted average number of common shares outstanding. Diluted net loss per
    share is based on the assumption that all dilative convertible shares and
    stock options were converted or exercised. Dilution is computed by applying
    the treasury stock method. Under this method, options and warrants are
    assumed exercised at the beginning of the period (or at the time of
    issuance, if later), and as if funds obtained thereby we used to purchase
    common stock at the average market price during the period.

    The  Company  has no  potentially  dilutive  securities  outstanding  as of
    December 31, 2008.

    The following is a reconciliation of the numerator and denominator of the
    basic and diluted earnings per share computations for the year ended
    December 31,


                                                      2008           2007
                                                      ----           ----
      Numerator:

      Basic and diluted net loss per share:
          Net Loss                                $  (23,253)    $  (36,063)

      Denominator:

      Basic and diluted weighted average
        number of shares outstanding               3,625,000      2,723,973

      Basic and Diluted Net Loss Per Share        $   (0.006)    $   (0.013)


                                      F-8
<PAGE>

3.    Capital Structure

    During the period from inception through December 31, 2008, the Company
    entered into the following equity transactions:

      January  10, 2007:              Sold 1,500,000 shares of common stock at
                                      $.01 per share for $15,000.

      During May, 2007:               Sold 1,325,000 shares of common stock at
                                      $.02 per share for $26,500.

      During June, 2007:              Sold 800,000 shares of common stock at
                                      $0.02  per  share, realizing $16,000

      Capital contributed November 26,  2008:   $5,000

    As of December 31, 2008, the Company has authorized, 75,000,000 of $0.001
    par common stock, of which 3,625,000 shares were issued and outstanding.

4.    Commitments

    On January 15, 2007 the Company paid $4,500 and entered into a 20 year lease
    agreement with the owner of 10 mining claims situated in Utah, known as the
    King claims. The agreement was rescinded in the third quarter of 2008.

6.    Contingencies, Litigation

    There were no loss contingencies or legal proceedings against the Company
    with respect to matters arising in the ordinary course of business. Neither
    the Company nor any of its officers or directors is involved in any other
    litigation either as plaintiffs or defendants, and have no knowledge of any
    threatened or pending litigation against them or any of the officers or
    directors.



                                      F-9
<PAGE>

                                   SIGNATURES

      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 9th day of April 2009.

                                      CYPRIUM RESOURCES, INC.


                                      By    /s/ Jeffrey A. Collins
                                           ------------------------------------
                                           Jeffrey A. Collins, President, Chief
                                              Executive Officer and Principal
                                              Financial and Accounting Officer

      Pursuant to the requirements of the Securities Act of l934, this Report
has been signed below by the following persons on behalf of the Registrant and
in the capacities and on the dates indicated.

                                     Title                    Date


/s/ Jeffrey A. Collins
----------------------------
Jeffrey A. Collins                  Director             April 9, 2009




<PAGE>




                             CYPRIUM RESOURCES, INC.

                           ANNUAL REPORT ON FORM 10-K


                                    EXHIBITS


<PAGE>