**UNITED STATES****SECURITIES AND EXCHANGE COMMISSION****Washington, D.C. 20549****FORM 10-KSB**

(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, 2007**[  ]   TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934				For the transition period from                  to                 .

Commission file number  **333-145951**
| **CYPRIUM RESOURCES INC.**                     |
|------------------------------------------------|
| (Name of small business issuer in its charter) |
| **Nevada**                                                           |        | **98-0521119**                       |
|----------------------------------------------------------------------|--------|--------------------------------------|
| (State or other jurisdiction of incorporation							or organization) |   | (I.R.S. Employer Identification No.) |
| **2170 Nelson Ave, West Vancouver, BC, Canada** |        | **V7V 2P7** |
|-------------------------------------------------|--------|-------------|
| (Address of principal executive offices)        |   | (Zip Code)  |

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

| Title of each class**Nil** |   | Name of each exchange on which registered**Nil** |
|----------------------------|--------|--------------------------------------------------|

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

| **Common Shares, par value $0.001** |
|-------------------------------------|
| (Title of class)                    |

Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 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 [  ] |
|--------------|------------------------|

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| Yes [X] | No [  ] |
|--------------|------------------------|

| 2,125,000 common shares @ $0.02(1) = $42,500  |
|-----------------------------------------------|
| (1)Price at which the common equity was sold. |

**(ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS DURING THE PRECEDING FIVE YEARS)**

Check whether the issuer has filed all documents and reports required to be filed by Section 12, 13 or 15(d) of the Exchange Act after the distribution of securities under a plan confirmed by a court.  Yes [  ]   No [  ]

**(APPLICABLE ONLY TO CORPORATE REGISTRANTS)**

State the number of shares outstanding of each of the issuer's classes of equity stock, as of the latest practicable date.

| 3,625,000 common shares issued and outstanding as of March 20, 2008. |
|----------------------------------------------------------------------|

**DOCUMENTS INCORPORATED BY REFERENCE**

If the following documents are incorporated by reference, briefly describe them and identify the part of the Form 10-KSB (e.g., Part I, Part II, etc.) into which the document is incorporated: (1) any annual report to security holders; (2) any proxy or information statement; and (3) any prospectus filed pursuant to Rule 424(b) or (c) of the Securities Act of 1933 ("Securities Act"). The listed documents should be clearly described for identification purposes (e.g., annual report to security holders for fiscal year ended December 24, 1990).

| Transitional Small Business Disclosure Format (Check one):   | Yes [  ] | No [X] |
|------------------------------------------------------------------------|-------------------------|-------------|

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**CAUTIONARY NOTE REGARDING FORWARD LOOKING STATEMENTS.**

This annual report contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. These statements relate to future events or our future financial performance. In some cases, you can identify forward-looking statements by terminology such as “may”, “should”, “expects”, “plans”, “anticipates”, “believes”, “estimates”, “predicts”, “potential” or “continue” or the negative of these terms or other comparable terminology. These statements are only predictions and involve known and unknown risks, uncertainties and other factors, including the risks in the section entitled “Risk Factors”, any of which may cause our or our industry’s actual results, levels of activity, performance or achievements to be materially different from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements.				Forward looking statements are made based on management’s beliefs, estimates and opinions on the date the statements are made and we undertake no obligation to update forward-looking statements if these beliefs, estimates and opinions or other circumstances should change. Although we believe that the expectations reflected in the forward-looking statements are reasonable, we cannot guarantee future results, levels of activity, performance or achievements. Except as required by applicable law, including the securities laws of the United States, we do not intend to update any of the forward-looking statements to conform these statements to actual results.				Our financial statements are stated in United States dollars (US$) and are prepared in accordance with United States Generally Accepted Accounting Principles.				In this annual report, unless otherwise specified, all dollar amounts are expressed in United States dollars and all references to "common shares" refer to the common shares in our capital stock.				As used in this annual report, the terms "we", "us", "our", “Cyprium” and “Cyprium Resources” mean Cyprium Resources Inc., unless the context clearly requires otherwise.

**PART I**

**ITEM 1.  DESCRIPTION OF BUSINESS****Corporate Overview**The address of our principal executive office is 2170 Nelson Ave., West Vancouver BC, Canada V7V 2P7 and our telephone number is (604) 889-8111.				Our registered statutory office is located at 50 Liberty Street, Suite 880, Reno, Nevada 89501.				Our common stock is quoted on the OTC Bulletin Board under the symbol "CYIM".*Corporate History*We were incorporated in the State of Nevada on December 22, 2006 under the name “Cyprium Resources Inc.” with an authorized capital of 75,000,000 shares of common stock with a par value of $0.001.				On January 15, 2007, we entered in a Mineral Lease Agreement whereby we leased from Robert Steele a total of ten (10) Lode Mineral Claims in the State of Utah which we refer to as the King Claims. These mineral claims are located in T30S R22 W Sections 13 and 24, Piute County, Utah, owned by Robert Steele.

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|            | -          | $4,500 on or before August 15, 2007 (paid);                                                  |
|--------------------------------------------------------------|---------------------------------------------------------|----------------------------------------------------------------------------------------------|
|                                                              | -                                                       | $4,500 on or before August 15, 2008;                                                         |
|                                                         | -                                                       | $4,500 on or before August 15, 2009;                                                         |
|                                                         | -                                                       | $4,500 on or before August 15, 2010;                                                         |
|                                                         | -                                                       | $4,500 on or before August 15, 2011 and annually thereafter, ending August 15, 2026: $4,500. |

**RISK FACTORS**

An investment in our common stock involves a high degree of risk. You should carefully consider the risks described below and the other information in this prospectus before investing in our common stock. If any of the following risks occur, our business, operating results and financial condition could be seriously harmed. The trading price of our common stock, when and if we trade at a later date, could decline due to any of these risks, and you may lose all or part of your investment.**Risks Related To Our Financial Condition and Business Model***If we do not obtain additional financing, our business will fail*Our current operating funds will only cover initial stages of our exploration program. In order for us to carry out any further exploration or testing we will need to obtain additional financing. We currently do not have any operations and we have no income. We will require additional financing to conduct further exploration programs. We will require additional financing to sustain our business operations if we are not 

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**PART II**

**ITEM 5.  MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.**The principal market on which our common stock is quoted is the OTC Bulletin Board under the Symbol "CYIM". The OTC Bulletin Board securities are not listed and traded on the floor of an organized national or regional stock exchange. Instead, OTC Bulletin Board securities transactions are conducted through a telephone and computer network connecting dealers in stocks. OTC Bulletin Board stocks are traditionally smaller companies that do not meet the financial and other listing requirements of a regional or national stock exchange.				The high and the low bid prices for our common shares for each quarter are not available from the OTC Bulletin Board. In order for the OTC Bulletin Board to report the high and low bid prices for a particular security, there must be three market makers for that security. During the period from the date our common shares were first listed on the OTC Bulletin Board to the end of our December 31, 2007 fiscal year, there were not three market makers for our common stock. As such, the OTC Bulletin Board has not reported the high or low bid prices for our common shares during the periods.**Holders of our Common Stock**As of March 20, 2008, there were 31 holders of record of our common stock. As of such date, 3,625,000 common shares of our company were issued and outstanding.**Dividend Policy**Since our inception, we have not paid any cash dividends on our common stock and have no present intention of paying any dividends on the shares of our common stock. Our current policy is to retain earnings, if any, for use in our operations and in the development of our business. Our future dividend policy will be determined from time to time by our board of directors.

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| Report of Independent Registered Public Accounting Firm, dated February 15, 2008 |
|----------------------------------------------------------------------------------|
| Balance Sheets                                                                   |
| Statements of Operations                                                         |
| Statements of Cash Flows                                                         |
| Statement of Stockholders’ (Deficiency) Equity                             |
| Notes to the Financial Statements                                                |

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**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, 2007 and 2006, and the related statements of operations, and of cash flows for the  years ended 2007 and 2006.  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, 2007 and 2006 and the results of its operations, and its cash flows for the years ended December 31, 2007 and 2006 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 $36,063 as at December 31, 2007.  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				February 15, 2008

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| CYPRIUM RESOURCES, INC.               |
|---------------------------------------|
| (A Development Stage Company)         |
| Balance Sheet                         |
|                             |
|                                       |  |  |  |  | December 31, |  | December 31, |
|                                       |  |  |  |  | 2007 |  | 2006 |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
| ASSETS                                |  |  |  |  |  |
|                                       | Current Assets |  |  |  |
|                                       |  | Cash |  |  $       21,537 |  |  $                - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  | Total Current Assets | 21,537 |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  |  | Total Assets |  $       21,537 |  |  $                - |
|                                       |  |  |  |  | =========== |  | =========== |
|                             |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
| LIABILITIES AND SHAREHOLDERS' DEFICIT |  |  |  |
|                                       | Current Liabilities |  |  |  |
|                                       |  | Accounts Payable |  $            100 |  |   |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  |  |  |               100 |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       | Non Current Assets |  |  |  |
|                                       |  | Loans from Officer |                   - |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  | Total Non Current Assets |                   - |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  |  | Total Liabilities |               100 |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       | Shareholders' Equity (Deficit) |  |  |  |
|                                       |  | Common Stock, $0.001 par value; authorized 75,000,000 |  |  |  |
|                                       |  |  | shares; issued and outstanding 3,625,000 shares |             3,625 |  |                   - |
|                                       |  | Additional Paid-In Capital |           53,875 |  |                   - |
|                                       |  | Deficit accumulated during the development stage |          (36,063) |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  | Total Shareholders' Equity |           21,437 |  |                   - |
|                                       |  |  |  |  |  |  |  |
|                             |  |  |  |  |  |  |  |
|                                       |  |  | Total Liabilities and Shareholders' Equity |  $       21,537 |  |  $                - |
|                                       |  |  |  |  | =========== |  | =========== |

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| CYPRIUM RESOURCES, INC.              |
|--------------------------------------|
| (A Development Stage Company)        |
| Statement of Operations              |
|                            |
|                                      |  |  |  |  |  |  |  |  |  |  | Period of |
|                                      |  |  |  |  |  |  |  |  |  |  | Inception |
|                                      |  |  | For the  |  | For the  | For the  |  | For the    | Jan. 1, 2006 |
|                                      |  |  | 3 mo. ended |  | year ended |  | 3 mo. ended |  | year ended |  | through |
|                                      |  |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |
|                                      |  |  | 2007 |  | 2007 |  | 2006 |   | 2006 |  | 2007 |
|                                      |  |  |  |  |  |  |  |  |  |  |  |
|                       |  |  |  |  |  |  |  |  |  |  |  |
| Revenue                              |  $            - |  |  $             - |  |  $            - |  |  $            - |  |  $               - |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| Cost of Sales                        |                - |  |                 - |  |                - |  |                - |  |                   - |
|                                      |  |  |  |  |  |  |  |  |  |  |  |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| Operating Income                     |                - |  |                 - |  |                - |  |                - |  |                   - |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| General and Administrative Expenses: |  |  |  |  |  |  |  |  |
|                                      | Mining Leases |                - |  |           9,000 |  |                - |  |                - |  |             9,000 |
|                                      | Licenses & Permits |            100 |  |             425 |  |                - |  |                - |  |               425 |
|                                      | Consulting |        11,483 |  |         22,483 |  |  |  |  |  |           22,483 |
|                                      | Professional Fees |         1,150 |  |           2,950 |  |                - |  |                - |  |             2,950 |
|                                      | Other Administrative Expenses |            342 |  |           1,205 |  |                - |  |                - |  |             1,205 |
|                                      |  | Total General and |  |  |  |  |  |  |  |  |  |
|                                      |  |   Administrative Expenses |        13,075 |  |         36,063 |  |                - |  |                - |  |           36,063 |
|                                      |  |  |  |  |  |  |  |  |  |  |  |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| Net Loss                             |  $  (13,075) |  | $   (36,063) |  | $            - |  | $            - |  |  $     (36,063) |
|                                      |  |  | =========== |  | =========== |  | =========== |  | =========== |  | =========== |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| Loss Per Common Share:               |  |  |  |  |  |  |  |  |  |
|                                      | Basic and Diluted |  $    (0.004) |  |  $     (0.013) |  |  $            - |  |  $            - |  |  |
|                                      |  |  | =========== |  | =========== |  | =========== |  | =========== |  |  |
|                            |  |  |  |  |  |  |  |  |  |  |  |
|                            |  |  |  |  |  |  |  |  |  |  |  |
| Weighted Average Shares              |  |  |  |  |  |  |  |  |  |
|                                      | Outstanding, Basic and Diluted: |   3,625,000 |  |     2,723,973 |  |                - |  |                - |  |  |
|                                      |  |  | =========== |  | =========== |  | =========== |  | =========== |  |  |

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| CYPRIUM RESOURCES, INC.                              |
|------------------------------------------------------|
| (A Development Stage Company)                        |
| Statement of Cash Flows                              |
|                                            |
|                                                      |  |  |  |  |  |  |  |  |  |  |  | Period of |
|                                                      |  |  |  |  |  |  |  |  |  |  |  | Inception |
|                                                      |  |  |  | For the    | For the    | For the  |  | For the     | Jan. 1, 2006 |
|                                                 |  |  |  | 3 mo. ended |  | year ended |  | 3 mo. ended |  | year ended |  | through |
|                                                      |  |  |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |  | Dec. 31, |
|                                                      |  |  |  | 2007 |  | 2007 |  | 2006 |  | 2006 |  | 2007 |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|  Cash flows from operating activities:     |  |  |  |  |  |  |  |  |  |
|                                                      |  Net loss  |  $  (13,075) |  |  $  (36,063) |  |  $            - |  |  $            - |  |  $  (36,063) |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                      |  Adjustments to reconcile net loss to  |  |  |  |  |  |  |  |  |  |
|                                                      |  net cash used by operating activities:  |  |  |  |  |  |  |  |  |
|  Change in operating assets, liabilities:  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  Increase (decrease) in accounts  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  payable and accrued liabilities  |          (600) |  |            100 |  |                - |  |                - |  |           100 |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  Net cash (used by) operating  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  |  activities  |      (13,675) |  |      (35,963) |  |                - |  |                - |  |      (35,963) |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|  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 |
|                                                      |  Due to related parties  |   |  |                - |  |                - |  |                - |  |   |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  Net cash (used) provided by  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  | financing activities |                - |  |        57,500 |  |                - |  |                - |  |       57,500 |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|  Net increase (decrease) in cash           |      (13,675) |  |        21,537 |  |                - |  |                - |  |       21,537 |
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|  Cash, beginning of the period             |        35,212 |  |                - |  |                - |  |                - |  |    -  |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                            |  |  |  |  |  |  |  |  |  |  |  |  |
|  Cash, end of the period                   |  $    21,537 |  |  $    21,537 |  |  $            - |  |  $            - |  |  $   21,537 |
|                                                      |  |  |  | =========== |  | =========== |  | =========== |  | =========== |  | =========== |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|                                                      |  |  |  |  |  |  |  |  |  |  |  |  |
|  Supplemental cash flow disclosure:        |  |  |  |  |  |  |  |  |  |
|                                                      |  Interest paid  |  $            - |  |  $            - |  |  $            - |  |  |  |  $            - |
|                                                      |  |  |  | =========== |  | =========== |  | =========== |  |  |  | =========== |
|                                                      |  Taxes paid  |  $            - |  |  $            - |  |  $            - |  |  |  |  $            - |
|                                                      |  |  |  | =========== |  | =========== |  | =========== |  |  |  | =========== |

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| CYPRIUM RESOURCES, INC.                    |
|--------------------------------------------|
| (A Development Stage Company)              |
| Statement of Shareholders' Equity          |
|                                  |
|                                            |  |  |  |  |  |  | Deficit |  |  |
|                                            |  |  |  |  |  |  | Accumulated |  | Total |
|                                            |      Common Stock      |  | Additional |  | during the |  | Shareholders' |
|                                            | Number 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 Dec. 31, 2007  |   |  |   |  |   |  |    (36,063) |  |      (36,063) |
|                                            |  |  |  |  |  |  |  |  |  |
|                                  |  |  |  |  |  |  |  |  |  |
| Balances, December 31, 2007                |   3,625,000 |  |  $ 3,625 |  |  $ 53,875 |  |  $(36,063) |  |  $    21,437 |
|                                            | ========= |  | ======== |  | ========= |  | ========== |  | =========== |

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**Cyprium Resources, Inc.****(A Developmental Stage Company)****Notes to Financial Statements****December 31, 2007**

**1.       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.  The Company entered into a Mineral Lease Agreement on January 15, 2007 for 10 mining claims in Utah, known as the King claims.

**2.       Summary of Significant Accounting Policies**

> 
Basis of PresentationThe 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.Use of EstimatesThe 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 TaxesThe 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 ConcernThe 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 

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> 
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.Development-Stage CompanyThe 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, 2006. Since inception, the Company has incurred an operating loss of $36,063. The Company’s working capital has been generated through the sales of common stock.  Management has provided financial data since January 1, 2006, “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 ShareNet 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, 2007.				The following is a reconciliation of the numerator and denominator of the basic and diluted earnings per share computations for the years ended December 31,				                                                                                                    2007                   2006Numerator:				Basic and diluted net loss per share:				Net Loss                                                                                  $ (36,063)                 $  -DenominatorBasic and diluted weighted average				   number of shares outstanding                                                 2,723,973Basic and Diluted Net Loss Per Share                                      $    (0.013)                 $  -

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> 
During the period from inception through December 31, 2007, 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. |

> 
As of December 31, 2007, 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 entered into a 20 year lease agreement with the owner of 10 mining claims situated in Utah, known as the King claims. The agreement requires a royalty of 2 1⁄2 % of net returns, as defined by the agreement, paid quarterly in arrears.  Minimum royalty payments are to be paid on August 15 annually:				                                                    Due          1st year                    August  15, 2007              $   4,500  Paid				          2nd year                   August  15, 2008              $   4,500				          3rd year                   August  15, 2009               $   4,500 				          4th year                   August  15, 2010               $   4,500 				          5th year                   August  15, 2011               $   4,500				          Annually thereafter on August 15, ending August 15, 2026: $   4,500.				In addition, Cyprium Resources, Inc. is required by the agreement to perform $5,000 of work on the property on or before the second anniversary date of the agreement, January 15, 2009.

**5.       Contingencies, Litigation**

> 
There are no loss contingencies or significant legal proceedings against the Company with respect to matters arising in the ordinary course of business.

****

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**PART III**

**ITEM 9.  DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS, CONTROL PERSONS AND CORPORATE GOVERNANCE; COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT.****Directors and Executive Officers, Promoters and Control Persons**As at March 20, 2008, our directors and executive officers, their ages, positions held, and duration of such, are as follows:

| Name               | Position Held with our Company                       | Age | Date FirstElected orAppointed |
|--------------------|------------------------------------------------------|-----|-------------------------------|
| John J. Sutherland | President, Secretary and Treasurer and						Director | 57  | December 22, 2006             |

Mr. Sutherland has been a Certified General Accountant since 1976. Since February 2007, Mr. Sutherland has been a Vice President and Chief Financial Officer of Goldgroup Resources Inc., a private company involved in the exploration and development of mining properties focused in Mexico. Mr. Sutherland has acted as a Director of Silex Ventures Ltd. a capital pool company listing on the TSX Venture Exchange 

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- any bankruptcy petition filed by or against any business of which such person was a general partner or executive officer either at the time of the bankruptcy or within two years prior to that time;     any conviction in a criminal proceeding or being subject to a pending criminal proceeding (excluding traffic violations and other minor offenses);being subject to any order, judgment, or decree, not subsequently reversed, suspended or vacated, of any court of competent jurisdiction, permanently or temporarily enjoining, barring, suspending or otherwise limiting his involvement in any type of business, securities or banking activities; or
- being found by a court of competent jurisdiction (in a civil action), the Securities and Exchange Commission or the Commodity Futures Trading Commission to have violated a federal or state securities or commodities law, and the judgment has not been reversed, suspended, or vacated.		  Audit Committee and Audit Committee Financial Expert  We do not have a standing audit committee at the present time. We have a board member that qualifies as “independent” as the term is used in Item 7(d)(3)(iv) of Schedule 14A under the Securities Exchange Act of 1934, as amended.    		We believe that our board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have an audit committee because we believe that the functions of an audit committee can be adequately performed by the board of directors. In addition, we believe that retaining an independent director who would qualify as an “audit committee financial expert” would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact that we have not generated any revenues from operations to date.     Other Committees We do not have standing nominating or compensation committees, or committees performing similar functions. Our board of directors believe that it is not necessary to have a standing compensation committee at this time because the functions of such committee are adequately performed by our board of directors.         
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           		Our board of directors is also of the view that it is appropriate for us not to have a standing nominating committee because our board of directors has performed and will perform adequately the functions of a nominating committee. Our board of directors has not adopted a charter for the nomination committee. There has not been any defined policy or procedure requirements for stockholders to submit recommendations or nomination for directors. Our board of directors do not believe that a defined policy with regard to the consideration of candidates recommended by stockholders is necessary at this time because we believe that, given the early stages of our development, a specific nominating policy would be premature and of little assistance until our business operations are at a more advanced level. There are no specific, minimum qualifications that our board of directors believes must be met by a candidate recommended by our board of directors. The process of identifying and evaluating nominees for director typically begins with our board of directors soliciting professional firms with whom we have an existing business relationship, such as law firms, accounting firms or financial advisory firms, for suitable candidates to serve as directors. It is followed by our board of directors’ review of the candidates’ resumes and interview of candidates. Based on the information gathered, our board of directors then makes a decision on whether to recommend the candidates as nominees for director. We do not pay any fee to any third party or parties to identify or evaluate or assist in identifying or evaluating potential nominee.     Section 16(a) Beneficial Ownership Compliance Section 16(a) of the Securities Exchange Act requires our executive officers and directors, and persons who own more than 10% of our common stock, to file reports regarding ownership of, and transactions in, our securities with the Securities and Exchange Commission and to provide us with copies of those filings. Based solely on our review of the copies of such forms received by us, or written representations from certain reporting persons, we believe that during our fiscal year ended December 31, 2007, all filing requirements applicable to its officers, directors and greater than ten percent beneficial owners were complied with, with the exception of the following:     
	Name

	Number of Late Reports

Number of Transactions						Not						Reported on a Timely						Basis

	Failure to File						Requested Forms

John J. Sutherland

1(1)

1

Nil
    
(1)     

The named officer, director or greater than 10% stockholder, as applicable, filed a late Form 3 - Initial Statement of Beneficial Ownership of Securities.
    ITEM 10.  EXECUTIVE COMPENSATION. The particulars of compensation paid to the following persons:     
          

-         

our principal executive officers;

 

-

each of our two most highly compensated executive officers who were serving as executive officers at the end of the year ended December 31, 2007; and

 

-

up to two additional individuals for whom disclosure would have been provided under (b) but for the fact that the individual was not serving as our executive officer at the end of the most recently completed financial year,
   		who we will  refer to as the named executive officers, of our years ended December 31, 2007 and 2006, are set out in the following summary compensation table:         
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**SUMMARY COMPENSATION TABLE**

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

**Year**

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

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

**Stock								Awards****($)**

**Option								Awards****($)**

**Non-Equity								Incentive Plan								Compensa-								tion****($)**

**Change in								Pension								Value and								Nonqualified								Deferred								Compensation								Earnings****($)**

**All****Other								Compensa								tion****($)**

**Total****($)**

John J. Sutherland*President, Secretary,								Treasurer and								Director*

2007								2006

Nil									Nil

Nil									Nil

Nil									Nil

Nil									Nil

Nil									Nil

Nil									Nil

Nil									Nil

Nil									Nil
  
We have not entered into any employment agreements or consulting agreements with our current directors and executive officers. There are no arrangements or plans in which we provide pension, retirement or similar benefits for directors or executive officers. Our directors and executive officers may receive stock options at the discretion of our board of directors in the future. We do not have any material bonus or profit sharing plans pursuant to which cash or non-cash compensation is or may be paid to our directors or executive officers, except that stock options may be granted at the discretion of our board of directors from time to time. We have no plans or arrangements in respect of remuneration received or that may be received by our executive officers to compensate such officers in the event of termination of employment (as a result of resignation, retirement, change of control) or a change of responsibilities following a change of control. **Outstanding Equity Awards at Fiscal Year-End**As at December 31, 2007, we had not adopted any equity compensation plan and no stock, options, or other equity securities were awarded to our executive officers.**Aggregated Options Exercised in the Year Ended December 31, 2007 and Year End Option Values**There were no stock options exercised during the year ended December 31, 2007.**Repricing of Options/SARS**We did not reprice any options previously granted during the year ended December 31, 2007.**Director Compensation**Directors of our company may be paid for their expenses incurred in attending each meeting of the directors. In addition to expenses, directors may be paid a sum for attending each meeting of the directors or may receive a stated salary as director. No payment precludes any director from serving our company in any other capacity and being compensated for such service. Members of special or standing committees may be allowed similar reimbursement and compensation for attending committee meetings. During the year ended December 31, 2007, we did not pay any compensation or grant any stock options to our directors.**ITEM 11.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.**As of March 20, 2008, there were 3,625,000 shares of our common stock outstanding. The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of that date by (i) each of our directors, (ii) each of our executive officers, and (iii) all of our directors and executive officers as a group. Except as set forth in the table below, there is no person known to us who beneficially owns more than 5% of our common stock. The number of shares beneficially owned is determined under rules of the SEC and the information is not necessarily indicative of beneficial ownership for any other purpose. Unless otherwise noted, we believe that each person has sole investment and voting power (or shares such powers with his or her spouse) with respect to the shares set forth in the following table:
  
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**Name and Address of Beneficial Owner**

**Amount and Nature of****Beneficial Ownership**

**Percentage****of Class**

John J. Sutherland							2170 Nelson Avenue							West Vancouver, BC Canada V7V 2P7

1,500,000 direct

41.38%

*Directors and Executive Officers as a group*

1,500,000

41.38%
  
**Changes in Control**None.**ITEM 12.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND** **DIRECTOR INDEPENDENCE.**Except as disclosed herein, there have been no transactions or proposed transactions in which the amount involved exceeds the lesser of $120,000 or one percent of the average of our total assets at year-end for the last three completed fiscal years in which any of our directors, executive officers or beneficial holders of more than 5% of the outstanding shares of our common stock, or any of their respective relatives, spouses, associates or affiliates, has had or will have any direct or material indirect interest.**Corporate Governance**We currently act with one (1) director, John J. Sutherland.				We have determined that John J. Sutherland is not an independent director, as that term is used in Rule 4200(a)(15) of the Rules of National Association of Securities Dealers.				We do not have a standing audit, compensation or nominating committee, but our board of directors acts in such capacities. We believe that the board of directors is capable of analyzing and evaluating our financial statements and understanding internal controls and procedures for financial reporting. The board of directors of our company does not believe that it is necessary to have a standing audit, compensation or nominating committee because we believe that the functions of such committees can be adequately performed by the board of directors. In addition, we believe that retaining one or more directors who would qualify as independent in accordance with Rule 4200(a)(15) of the Rules of National Association of Securities Dealers would be overly costly and burdensome and is not warranted in our circumstances given the early stages of our development and the fact the we have not generated any revenues from operations to date.**ITEM 13.  EXHIBITS**Exhibits required by Item 601 of Regulation S-B:
  
**Exhibit No.**

**Description**

3.1

Articles of Incorporation of the Registrant, filed as an exhibit to the registration statement on Form SB-2 filed with the Commission on September 10, 2007 and incorporated herein by reference.
    
3.2

By-laws of the Registrant, filed as an exhibit to the registration statement on Form SB-2 filed with the Commission on September 10, 2007 and incorporated herein by reference.
        
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10.1

Mineral Lease Agreement dated January 15, 2007 between Cyprium Resources Inc. and Robert Steele filed as an exhibit to the registration statement on Form SB-2 filed with the Commission on September 10, 2007 and incorporated herein by reference.
    
31.1*

Certification pursuant to Rule 13a-14 and Rule 15d-14(a), promulgated under the Securities and Exchange Act of 1934, as amended (Principal Executive Officer and Principal Financial Officer).
    
32.1*

Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (Principal Executive Officer and Principal Financial Officer).
   		*Filed herewith     ITEM 14.  PRINCIPAL ACCOUNTANT FEES AND SERVICES Audit Fees The aggregate fees billed by John Kinross-Kennedy, Certified Public Accountant for professional services rendered for the audit of our annual financial statements for review of our quarterly interim financial statements and in connection with statutory and regulatory filings were $2,800_ for the fiscal year ended December 31, 2007 and $0 for the fiscal year ended December 31, 2006. This category also includes the review of interim financial statements and services in connection with registration statements and other filings with the Securities and Exchange Commission.     Audit Related Fees For the fiscal years ended December 31, 2007 and 2006, John Kinross-Kennedy billed $Nil and $Nil, respectively, for fees relating to the performance of the audit of our financial statements which are not reported under the caption “Audit Fees” above.     Tax Fees For the fiscal years ended December 31, 2007 and 2006, John Kinross-Kennedy billed $Nil and $Nil, respectively, for fees for tax compliance, tax advice and tax planning services.    		We do not use John Kinross-Kennedy for financial information system design and implementation. These services, which include designing or implementing a system that aggregates source data underlying the financial statements or generates information that is significant to our financial statements, are provided internally or by other service providers. We do not engage John Kinross-Kennedy to provide compliance outsourcing services.    		Effective May 6, 2003, the Securities and Exchange Commission adopted rules that require that before John Kinross-Kennedy is engaged by us to render any auditing or permitted non-audit related service, the engagement be:     
          

-         

approved by our audit committee (which consists of our entire board of directors); or

 

-

entered into pursuant to pre-approval policies and procedures established by the board of directors, provided the policies and procedures are detailed as to the particular service, the board of directors is informed of each service, and such policies and procedures do not include delegation of the board of directors' responsibilities to management.
   		The board of directors pre-approves all services provided by our independent auditors. All of the above services and fees were reviewed and approved by the board of directors either before or after the respective services were rendered.           
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           		The board of directors has considered the nature and amount of fees billed by John Kinross-Kennedy and believes that the provision of services for activities unrelated to the audit is compatible with maintaining John Kinross-Kennedy’s independence.     
**SIGNATURES**
  
In accordance with Section 13 or 15(d) of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.**CYPRIUM RESOURCES INC.**By: /s/ John J. Sutherland          John J. Sutherland				President and Director				Chief Executive Officer and Chief Financial OfficerDate: March 24, 2008
  
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