UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q





x Quarterly Report
Pursuant To Section 13 Or 15(D) Of The Securities Exchange Act Of
1934





For the
quarterly period ended September
30, 2008





o 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.


(Exact
name of registrant as specified in its charter)





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





40 Warren Street #3,
Charlestown, MA 02129-3608


(Address
of principal executive offices, including zip code)





617-720-2800


(Issuer’s
telephone number, including area code)




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 o





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





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





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




State the
number of shares outstanding of each of the issuer’s classes of common equity,
as of the latest practicable date. 3,625,000
shares of common stock as of November 18, 2008








1




PART
I. FINANCIAL INFORMATION





Item
1.     Financial Statements





The
following consolidated interim unaudited financial statements of Cyprium
Resources Inc. (the “Company”) for the three month period ended September 30,
2008 are included with this Quarterly Report on Form 10-Q:





(a)
            Consolidated
      Balance Sheets as of September 30, 2008 and December 31,
    2007;





(b)
            Consolidated
      Statements of Operations for three months ended September 30, 2008, for
      the three months ended September 30, 2007, for the nine months ended
      September 30, 2008, for the nine months ended September 30, 2007, and for
      the period from January 1, 2007 (Inception) to September 30,
      2008.





(c)
            Consolidated
      Statements of Cash Flows for the three months ended September 30, 2008,
      for the three months ended September 30, 2007, for the nine months ended
      September 30, 2008, for the nine months ended September 30, 2007, and for
      the period from January 1, 2007 (Inception) to September 30,
      2008.





(d)
            Condensed
      Notes to Financial Statements.












































2


CYPRIUM
      RESOURCES, INC.(A
      Development Stage Company)Balance
      SheetSeptember
      30,
              
              
              December
      31,2008
              
              
              2007(Unaudited)ASSETSCurrent AssetsCash
              
              $
              -
              
              
              $
              21,537Total Current Assets
              
              
              -
              
              
              
              21,537Total Assets
              
              $
              -
              
              
              $
              21,537LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent LiabilitiesAccounts Payable
              
              
              225
              
              
              $
              100$
              225
              
              
              $
              100Non Current AssetsLoans from Officer
              
              $
              -
              
              
              $
              -Total Non Current Assets
              
              $
              -
              
              
              $
              -Total Liabilities
              
              $
              225
              
              
              $
              100Shareholders'
      Equity (Deficit)Common Stock, $0.001
      par value; authorized 75,000,000 shares;
      issued and outstanding 3,625,000 shares
              
              $
              3,625
              
              
              $
              3,625Additional
      Paid-In Capital
              
              
              53,875
              
              
              
              53,875Deficit
      accumulated during the development stage
              
              
              (57,725
              )
              
              
              (36,063
              )Total Shareholders' Equity
              
              $
              (225
              )
              
              $
              21,437Total Liabilities and Shareholders' Equity
              
              $
              -
              
              
              $
              21,537






See
accompanying condensed notes to interim financial statements.


3


CYPRIUM
      RESOURCES, INC.(A
      Development Stage Company)Statement
      of Operations(Unaudited)For
      the PeriodFor
      the
              
              
              For
      the
              
              
              of
      InceptionThree
      Months Ended
              
              
              Nine
      Months Ended
              
              
              Jan.
      1, 2007September
      30,
              
              
              September
      30,
              
              
              to
      Sep. 30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      of Sales
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Operating
      Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -General
      and Administrative Expenses:Mining
      Leases
              
              
              4,500
              
              
              
              4,500
              
              
              
              6,650
              
              
              
              9,000
              
              
              
              15,650Consulting
              
              
              10,653
              
              
              
              -
              
              
              
              10,653
              
              
              
              
              
              
              
              33,136Professional
      Fees
              
              
              625
              
              
              
              12,800
              
              
              
              3,300
              
              
              
              12,800
              
              
              
              6,250Licenses
      & Permits
              
              
              -
              
              
              
              -
              
              
              
              75
              
              
              
              325
              
              
              
              500Other
      Administrative Expenses
              
              
              (248
              )
              
              
              -
              
              
              
              984
              
              
              
              863
              
              
              
              2,189Total General andAdministrative Expenses
              
              
              15,530
              
              
              
              17,300
              
              
              
              21,662
              
              
              
              22,988
              
              
              
              57,725Net
      Loss
              
              $
              (15,530
              )
              
              $
              (17,300
              )
              
              $
              (21,662
              )
              
              $
              (22,988
              )
              
              $
              (57,725
              )Loss
      Per Common Share:Basic
      and Diluted
              
              $
              (0.004
              )
              
              $
              (0.005
              )
              
              $
              (0.006
              )
              
              $
              (0.009
              )Weighted
      Average SharesOutstanding,
      Basic and Diluted:
              
              
              3,625,000
              
              
              
              3,625,000
              
              
              
              3,625,000
              
              
              
              2,437,179




















See
accompanying condensed notes to interim financial statements.


4




CYPRIUM
      RESOURCES, INC.(A
      Development Stage Company)Statement
      of Cash Flows(Unaudited)For
      the PeriodFor
      the
              
              
              For
      the
              
              
              of
      InceptionThree
      Months Ended
              
              
              Nine
      months ended
              
              
              Jan.
      1, 2007September
      30,
              
              
              September
      30,
              
              
              to
      Sep. 30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (15,530
              )
              
              $
              (17,348
              )
              
              $
              (21,662
              )
              
              $
              (22,988
              )
              
              $
              (57,725
              )Adjustments
      to reconcile net loss tonet cash used by operating
      activities:Change in operating assets and liabilities:Increase
      in accounts payable and accrued liabilities
              
              
              
              
              
              
              700
              
              
              
              125
              
              
              
              700
              
              
              
              225Net
      cash (used by) operating  activities
              
              
              (15,530
              )
              
              
              (16,648
              )
              
              
              (21,537
              )
              
              
              (22,288
              )
              
              
              (57,500
              )Cash
      flows from investing activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      cash (used by) investing activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Common
      stock issued for cash
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              57,500
              
              
              
              57,500Due
      to related parties
              
              
              -
              
              
              
              (987
              )
              
              
              -
              
              
              
              -
              
              
              
              -Net
      cash (used) provided by financingactivities
              
              
              -
              
              
              
              (987
              )
              
              
              -
              
              
              
              57,500
              
              
              
              57,500Net
      increase (decrease) in cash
              
              
              (15,530
              )
              
              
              (17,635
              )
              
              
              (21,537
              )
              
              
              35,212
              
              
              
              -Cash,
      beginning of the period
              
              
              15,530
              
              
              
              52,847
              
              
              
              21,537
              
              
              
              -
              
              
              
              -Cash,
      end of the period
              
              $
              -
              
              
              $
              35,212
              
              
              $
              -
              
              
              $
              35,212
              
              
              $
              -Supplemental
      cash flow disclosure:Interest
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Taxes
      paid
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -








See
accompanying condensed notes to interim financial statements.





5




Cyprium
Resources, Inc.


(A
Developmental Stage Company)


Notes
to Financial Statements


September
30, 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 requested a lease
termination.




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 corporation 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


6


necessarily
involves the use of estimates which have been made using careful
judgment.





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


7


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
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 $57,725. 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 September 30,
2008.





The
following is a reconciliation of the numerator and denominator of the basic and
diluted earnings per share computations for the six months ended September
30,





2008
            
            
            2007Numerator:Basic
      and diluted net loss per share:Net
      Loss
            
            $
            (21,662
            )
            
            $
            (22,988
            )




8




DenominatorBasic
      and diluted weighted averagenumber of shares
      outstanding
            
            
            3,625,000
            
            
            
            2,437,179Basic and Diluted Net
      Loss Per Share
            
            $
            (0.006
            )
            
            $
            (0.009
            )





3.       
Capital Structure





During
the period from inception through June 30, 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





As of
September 30, 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 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.  The first payment due August
15, 2007 was paid.  The commitment for the next five years under this
lease agreement is:





Due2nd
      year
            August  15,
      2008
            
            $
            4,500
            Paid3rd
      year
            August  15,
      2009
            
            $
            4,5004th
      year
            August  15,
      2010
            
            $
            4,5005thyear
            August  15,
      2011
            
            $
            4,5006thyear
            August  15,
      2012
            
            $
            4,500$
            22,500Annually
      thereafter on August 15, ending August 15, 2026:
            
            
            $
            4,500




9




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.  As of September 30, 2008, $2,150 has
been spent for work on the property.





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.















































10




Item
2.     Management’s
Discussion and Analysis of Financial condition and Results of
Operations




THE
FOLLOWING DISCUSSION OF THE RESULTS OF OUR OPERATIONS AND FINANCIAL CONDITION
SHOULD BE READ IN CONJUNCTION WITH OUR FINANCIAL STATEMENTS AND THE NOTES
THERETO INCLUDED ELSEWHERE IN THIS REPORT.





CAUTIONARY
NOTE REGARDING FORWARD-LOOKING STATEMENTS





This
section of this report includes a number of forward-looking statements that
reflect our current views with respect to future events and financial
performance.  Forward-looking statements are often identified by words
like: believe, expect, estimate, anticipate, intend, project and similar
expressions, or words which, by their nature, refer to future events. You should
not place undue certainty on these forward-looking statements, which apply only
as of the date of our report.  These forward-looking statements are
subject to certain risks and uncertainties that could cause actual results to
differ materially from historical results and predictions.  We are an
exploration stage company and have not yet generated or realized any
revenues.





Overview





We are a
“shell company” defined in Rule 405 under the Securities Act of 1933 and
Rule 12b-2 under the Securities Exchange Act of 1934, since we have only
conducted nominal operations and have only nominal assets.




During
2007and 2008, we were an exploration stage company engaged in the acquisition
and exploration of mineral properties. 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. On November 1, 2008 we requested the termination
of our lease agreement with Robert Steele. We have redirected our focus towards
identifying and pursuing options regarding the development of a new business
plan and direction.





The
following factors raise substantial doubt regarding the ability of our business
to continue as a going concern: (i) the losses we have incurred since our
inception; (ii) our failure to generate revenues since our inception; and
(iiI) our dependence on the sale of our equity securities and on the receipt of
capital from outside sources to continue our operations. Our auditors have
issued a going concern opinion regarding our business. The financial statements
do not include any adjustments that might result from the uncertainty about our
ability to continue in business. As such we may have to cease operations and you
could lose your investment.


11


Financings




Our
operations to date have been funded by equity investment. All of our equity
funding has come from a private placement of our securities. We issued
1,500,000 shares of common stock on January 10, 2007 to John J. Sutherland our
president, chief financial officer and director. Mr. Sutherland acquired these
shares at a price of $0.01 per share.  We received $15,000 from this
offering.  These shares were issued pursuant to Section 4(2) of the
Securities Act of 1933 and are restricted shares as defined in the Securities
Act.





We
completed an offering of 2,125,000 shares of our common stock at a price of
$0.02 per share to a total of thirty (30) purchasers on June 30,
2007.  The total amount we received from this offering was
$42,500.  We completed the offering pursuant to Regulation S of the
Securities Act.  Each purchaser represented to us that he/she was a
non-US person as defined in Regulation S.





The
following discussion provides information that management believes is relevant
to an assessment and understanding of our operations and the consolidated
financial condition and results of operations.





Our
Operations





We have
redirected our focus towards identifying and pursuing options regarding the
development of a new business plan and direction. We are exploring various
business opportunities that have the potential to generate positive revenue,
profits and cash flow in order to financially accommodate the costs of being a
publicly held company.




We will
not restrict our search for any specific kind of businesses, and we may acquire
a business which is in its preliminary or development stage, which is already in
operation, or in essentially any stage of its business life. It is impossible to
predict the status of any business in which we may become engaged, in that such
business may need to seek additional capital, may desire to have its shares
publicly traded, or may seek other perceived advantages which we may
offer.




In
implementing a structure for a particular business acquisition, we may become a
party to a merger, consolidation, reorganization, joint venture, or licensing
agreement with another corporation or entity.




It is
anticipated that any securities issued in any such business combination would be
issued in reliance upon exemption from registration under applicable federal and
state securities laws.  In some circumstances, however, as a negotiated
element of its transaction, we may agree to register all or a part of such
securities immediately after the transaction is consummated or at specified
times thereafter.  If such registration occurs, it will be undertaken by
the surviving entity after we have entered into an agreement for a business
combination or have consummated a business combination.  The issuance of
additional securities and their potential sale into any trading market which may
develop in our securities may depress the market value of our securities in the
future if such a market develops, of which there is no
assurance.


12




We will
participate in a business combination only after the negotiation and execution
of appropriate agreements.  Negotiations with a target company will likely
focus on the percentage of our company which the target company shareholders
would acquire in exchange for their shareholdings.  Although the terms of
such agreements cannot be predicted, generally such agreements will require
certain representations and warranties of the parties thereto, will specify
certain events of default, will detail the terms of closing and the conditions
which must be satisfied by the parties prior to and after such closing and will
include miscellaneous other terms.  Any merger or acquisition effected by
us can be expected to have a significant dilutive effect on the percentage of
shares held by our shareholders at such time.





We
incurred operating expenses in the amount of $57,725 from inception on January
1, 2007 through the period ended September 30, 2008.  These operating
expenses were composed of mineral lease payments, exploration expenses,
professional fees, and other administrative expenses.





Off-Balance
Sheet Arrangements





We have
no significant off-balance sheet arrangements that have or are reasonably likely
to have a current or future effect on our financial condition, changes in
financial condition, revenues or expenses, results of operations, liquidity,
capital expenditures or capital resources that is material to
stockholders.




Item
3.     Quantitative and Qualitative Disclosures About Market
Risk.





N/A





Item
4.     Controls and Procedures.




As of the
end of the period covered by this Report, the Company’s President, and principal
financial officer (the “Certifying Officer”), evaluated the effectiveness of the
Company’s “disclosure controls and procedures,” as defined in Rule 13a-15(e)
under the Securities Exchange Act of 1934. Based on that evaluation, the officer
concluded that, as of the date of the evaluation, the Company’s disclosure
controls and procedures were effective to provide reasonable assurance that the
information required to be disclosed in the Company’s periodic filings under the
Securities Exchange Act of 1934 is accumulated and communicated to management to
allow timely decisions regarding required disclosure.





The
Certifying Officer has also indicated that there were no significant changes in
our internal controls or other factors that could significantly affect such
controls subsequent to the date of their evaluation and there were no corrective
actions with regard to significant deficiencies and material
weaknesses.


13




Our
management, including the Certifying Officer, does not expect that our
disclosure controls or our internal controls will prevent all errors and fraud.
A control system, no matter how well conceived and operated, can provide only
reasonable, not absolute, assurance that the objectives of the control system
are met. In addition, the design of a control system must reflect the fact that
there are resource constraints, and the benefits of controls must be considered
relative to their costs. Because of the inherent limitations in all control
systems, no evaluation of controls can provide absolute assurance that all
control issues and instances of fraud, if any, within a company have been
detected. These inherent limitations include the realities that judgments in
decision-making can be faulty, and that breakdowns can occur because of simple
error or mistake. Additionally, controls can be circumvented by the individual
acts of some persons, by collusion of two or more people or by management
override of the control. The design of any systems of controls also is based in
part upon certain assumptions about the likelihood of future events, and there
can be no assurance that any design will succeed in achieving its stated goals
under all potential future conditions. Because of these inherent limitations in
a cost-effective control system, misstatements due to error or fraud may occur
and not be detected.





Item 4(t).Controls and
Procedures.





The
information required pursuant to item 4(t) has been provided in Item
4.





















































14




PART
II. OTHER INFORMATION





Item 1.     Legal
Proceedings





None.





Item 1(a).  Risk
Factors





There
have been no changes to our risk factors from those disclosed in our
Registration Statement filed on Form SB-2 on September 10, 2007.





Item 2.    
Unregistered Sales of Equity Securities





We did
not issue any securities without registration pursuant to the Securities Act of
1933 during the three months ended September 30, 2008.





Item
3.     Defaults Upon Senior Securities





None





Item
4.     Submission of Matters to a Vote of Securities
Holders





No
matters were submitted to our security holders for a vote during the quarter of
our fiscal year ending September 30, 2008.





Item 5.     Other
Information





None.





Item
6.     Exhibits




Exhibit
              Number
            Description
      of Exhibit31.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 302 of the
      Sarbanes-Oxley Act of 200232.1
            Certification
      of Chief Executive Officer and Chief Financial Officer pursuant to 18
      U.S.C. Section 1350, as adopted pursuant to Section 906 of the
      Sarbanes-Oxley Act of 2002






15




SIGNATURES




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




CYPRIUM
RESOURCES INC.




By:           /s/
Robert Shea




Robert Shea,
President,


Chief
Executive Officer and


Chief
Financial Officer Director




Date:
November 18, 2008
























16