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 June 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.)





2170 Nelson Ave, Vancouver,
BC, Canada V7V 2P7


(Address
of principal executive offices, including zip code)




604-889-8111







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 asofAugust 11,
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 June 30, 2008
are included with this Quarterly Report on Form 10-Q:





(a)
            Consolidated
      Balance Sheets as of June 30, 2008 and December 31,
  2007;(b)
            Consolidated
      Statements of Operations for three months ended June 30, 2008, for the
      three months ended June 30, 2007, for the six months ended June 30, 2008,
      for the six months ended June 30, 2007, and for the period from January 1,
      2006 (Inception) to June 30, 2008.(c)
            Consolidated
      Statements of Cash Flows for the three months ended June 30, 2008, for the
      three months ended June 30, 2007, for the six months ended June 30, 2008,
      for the six months ended June 30, 2007, and for the period from January 1,
      2006 (Inception) to June 30, 2008.(d)
            Condensed
      Notes to Financial Statements.









































2


CYPRIUM
      RESOURCES, INC.(A
      Development Stage Company)Balance
      SheetJune
      30,
                  
                  
                  December
      31,2007
                  
                  
                  2007(Unaudited)ASSETSCurrent
      AssetsCash
                  
                  $
                  15,530
                  
                  
                  $
                  21,537Total
      Current Assets
                  
                  
                  15,530
                  
                  
                  
                  21,537Total
      Assets
                  
                  $
                  15,530
                  
                  
                  $
                  21,537LIABILITIES
      AND SHAREHOLDERS' DEFICITCurrent
      LiabilitiesAccounts
      Payable
                  
                  $
                  225
                  
                  
                  $
                  100Non
      Current AssetsLoans
      from Officer
                  
                  
                  -
                  
                  
                  
                  -Total
      Liabilities
                  
                  
                  225
                  
                  
                  
                  100Shareholders'
      Equity (Deficit)Common
      Stock, $0.001 par value; authorized 75,000,000 sharesissued
      and outstanding 3,625,000 shares
                  
                  
                  3,625
                  
                  
                  
                  3,625Additional
      Paid-In Capital
                  
                  
                  53,875
                  
                  
                  
                  53,875Deficit
      accumulated during the development stage
                  
                  
                  (42,195
                  )
                  
                  
                  (36,063
                  ).Total
      Shareholders' Equity
                  
                  
                  15,305
                  
                  
                  
                  21,437Total
      Liabilities and Shareholders' Equity
                  
                  $
                  15,530
                  
                  
                  $
                  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 three
              
              
              For
      the three
              
              
              For
      the six
              
              
              For
      the six
              
              
              of
      Inceptionmonths
      ended
              
              
              months
      ended
              
              
              months
      ended
              
              
              months
      ended
              
              
              Jan.
      1, 2006June
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              to
      June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Revenue
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -
              
              
              $
              -Cost
      of Sales
              
              
              
              
              
              
              
              
              
              
              -
              
              
              
              -
              
              
              
              -Operating
      Income
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -General
      and Administrative Expenses:Mining
      Leases
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              4,500
              
              
              
              9,000Licenses
      & Permits
              
              
              75
              
              
              
              225
              
              
              
              75
              
              
              
              325
              
              
              
              500Consulting
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              22,483Professional
      Fees
              
              
              1,250
              
              
              
              -
              
              
              
              2,675
              
              
              
              -
              
              
              
              5,625Transfer
      Fees
              
              
              858
              
              
              
              
              
              
              
              1,158
              
              
              
              
              
              
              
              1,158Mining
      Lease Expenses
              
              
              2,150
              
              
              
              
              
              
              
              2,150
              
              
              
              
              
              
              
              2,150Other
      Administrative Expenses
              
              
              27
              
              
              
              795
              
              
              
              74
              
              
              
              816
              
              
              
              1,279Total
      General andAdministrative Expenses
              
              
              4,360
              
              
              
              1,020
              
              
              
              6,132
              
              
              
              5,641
              
              
              
              42,195Net
      Loss
              
              $
              (4,360
              )
              
              $
              (1,020
              )
              
              $
              (6,132
              )
              
              $
              (5,641
              )
              
              $
              (42,195
              )Loss
      Per Common Share:Basic
      and Diluted
              
              $
              (0.001
              )
              
              $
              (0.000
              )
              
              $
              (0.003
              )
              
              $
              (0.003
              )Weighted
      Average Shares Outstanding,Basic
      and Diluted:
              
              
              3,625,000
              
              
              
              2,378,571
              
              
              
              3,625,000
              
              
              
              1,858,840


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 three
              
              
              For
      the three
              
              
              For
      the six
              
              
              For
      the six
              
              
              of
      Inceptionmonths
      ended
              
              
              months
      ended
              
              
              months
      ended
              
              
              months
      ended
              
              
              Jan.
      1, 2006June
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              June
      30,
              
              
              to
      June 30,2008
              
              
              2007
              
              
              2008
              
              
              2007
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (4,360
              )
              
              $
              (1,020
              )
              
              $
              (6,132
              )
              
              $
              (5,641
              )
              
              $
              (42,195
              )Adjustments
      to reconcile net loss to net cash used byoperating
      activities:Change
      in operating assetsand
      liabilities:Increase
      in accounts payableand
      accrued liabilities
              
              
              125
              
              
              
              -
              
              
              
              125
              
              
              
              -
              
              
              
              225Net
      cash (used by) operating activities:
              
              
              (4,235
              )
              
              
              (1,020
              )
              
              
              (6,007
              )
              
              
              (5,641
              )
              
              
              (41,970
              )Cash
      flows from investing activities
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Net
      cash (used by) investing activities:
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              -Cash
      flows from financing activities:Common
      stock issued for cash
              
              
              -
              
              
              
              42,500
              
              
              
              -
              
              
              
              57,500
              
              
              
              57,500Due
      to related parties
              
              
              -
              
              
              
              988
              
              
              
              -
              
              
              
              988
              
              
              
              -Net
      cash (used) provided by financing activities
              
              
              -
              
              
              
              43,488
              
              
              
              -
              
              
              
              58,488
              
              
              
              57,500Net
      increase (decrease) in cash
              
              
              (4,235
              )
              
              
              42,468
              
              
              
              (6,007
              )
              
              
              52,847
              
              
              
              15,530Cash,
      beginning of the period
              
              
              19,765
              
              
              
              10,379
              
              
              
              21,537
              
              
              
              -
              
              
              
              -Cash,
      end of the period
              
              $
              15,530
              
              
              $
              52,847
              
              
              $
              15,530
              
              
              $
              52,847
              
              
              $
              15,530Supplemental
      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


June
30, 2008





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
Presentation





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





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


6


on the
difference between the tax basis of assets and liabilities and their financial
reporting amounts based on enacted tax laws and statutory tax rates applicable
to the


periods
in which the differences are expected to affect taxable
income.  Valuation allowances are established, when necessary, to
reduce deferred tax assets to the amount expected to be realized. The Company
generated a deferred tax credit through net operating loss
carryforward.  However, a valuation allowance of 100% has been
established, as the realization of the deferred tax credits is not reasonably
certain, based on going concern considerations outlined as follows.





Going
Concern





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





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





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 $42,195. 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.








7





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 June 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 June
30,





2008
            
            
            2007Numerator:Basic
      and diluted net loss per share:Net
      Loss
            
            $
            (6,132
            )
            
            $
            (5,641
            )DenominatorBasic
      and diluted weighted averagenumber
      of shares outstanding
            
            
            3,625,000
            
            
            
            1,858,840Basic and Diluted Net Loss Per
      Share
            
            $
            (0.003
            )
            
            $
            (0.003
            )





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





8


As of
June 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:





Due1st
      year
            August  15,
      2007
            $   4,500
            Paid2nd
      year
            August  15,
      2008
            $   4,5003rd
      year
            August  15,
      2009
            $   4,5004th
      year
            August  15,
      2010
            $   4,5005thyear
            August  15,
      2011
            $  4,500$
      22,500Annually
      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
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.


























9




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.





Background





We are in
the business of mineral exploration.  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. Our plan of operations is to conduct
mineral exploration activities on the King Claims in order to assess whether
these claims possess commercially exploitable mineral deposits. Our exploration
program is designed to explore for commercially viable deposits of gold, silver,
copper or any other valuable.





We have
not, nor has any predecessor, identified any commercially exploitable reserves
of these minerals on our mineral claims.  We are an exploration stage
company and there is no assurance that a commercially viable mineral deposit
exists on our mineral claims. After acquiring a lease on the King Claims, we
retained the services of Robert E. Miller, a Geological Engineer.  Mr.
Miller prepared a technical report for us on the mineral exploration potential
of the claims.  Mr. Miller has no direct or indirect interest and does
not expect to receive an interest in any of the King Claims. Included in this
report is a recommended exploration program which consists of trenching, mapping
and sampling and drilling.






10


Market
for Gold and Silver





The
demand for gold and silver has created a bull market for both metals over the
past several years. While there will likely continue to be increased volatility
of market prices in the short run due to seasonality or speculation, the growth
of the world’s economy is driving demand for raw materials that has drawn down
supplies. Despite concerns for a slowing U.S. economy, a growing middle class in
both China and India is driving demand for precious metals. There also remains
increased interest in holding precious metals such as gold and silver as a store
of value during periods of increasing anxiety of either errant monetary policies
or strained international relations. Contributing further to the increasing
price of both gold and silver is the fall in the value of the US dollar against
other major foreign currencies and the deteriorating economic indicators in the
United States.





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





Our
business plan is to proceed with the exploration of the King Claims to determine
whether there are commercially exploitable reserves of gold, silver or other
metals.





We
conducted Phase I which focused on cross cut trenching and included mapping,
trenching and sampling, and approximately 25 assays. Completion of the work
program was hampered by delays in obtaining State and Federal work permits,
above average late winter snowfall and the inability to obtain a tracked backhoe
for winter operation in the steep terrain. 25 Assays were collected and the
samples were sent to the lab. That lab went out of business and the physical
assays had to be collected and sent to another lab. The assays were put on a
rush and we expect to have results in approximately 10 business days,
after which a geologic report will be prepared. If results from this action are
favorable we will follow-up with Phase II of the recommended exploration
plan.


11


Phase II
will focus on longitudinal trenching and will include mapping, trenching and
sampling, and approximately 50 assays, after which a geologic report will be
prepared. Mr. Robert E. Miller will be in charge carrying out Phase II. We
expect to begin Phase II in September 2008 and expect to have results of the
Assays and a geologic report by November 2008. Phase II is estimated to cost
$8,800. We have sufficient cash reserves to proceed with this phase of the
exploration program. If results from this action are favorable we will follow-up
with Phase III of the recommended exploration plan.





Phase III
will focus on the drilling of two (2) RC (Reverse Circulation) holes to an
approximate dept of 2,000 feet. This phase will include obtaining permits and
supplies, drilling two (2) RC holes, approximately 200 assays and the
preparation of a geologic report. Mr. Robert E. Miller will be in charge
carrying out Phase III. We expect to begin Phase III in late summer and expect
to have results of the Assays and a geologic report within two months of the
start of drilling. Phase III is estimated to cost $80,000. We do not have
sufficient cash reserves to proceed with this phase of the exploration
program.





If
results are favorable leading up to the drilling of the property, the company
will need to raise additional funds required to meet this and other capital
needs.  Should the results leading up to the drilling of the property
prove not to be sufficiently positive to proceed with a further exploration on
the property, we intend to seek out and acquire other North American mineral
exploration properties which, in the opinion of a Geologist, offer attractive
mineral exploration opportunities.  However, we may not have
sufficient financing to seek out and acquire other properties, and if we did
have sufficient financing, it is possible that we would be unsuccessful in
seeking out an acquiring alternative exploration properties.





During
the exploration stage of the King Claims, our President will be devoting
approximately 10 hours per week of his time to our business.  We do
not foresee this limited involvement as negatively impacting our company over
the next twelve months as all exploratory work is being performed by outside
consultants. If, however, the demands of our business require more time of our
president such as raising additional capital or addressing unforeseen issues
with regard to our exploration efforts, he is prepared to adjust his timetable
to devote more time to our business.  However, he may not be able to
devote sufficient time to the management of our business, as and when
needed.





Upon the
event that we require additional funding, we anticipate that such funding will
be in the form of equity financing from the sale of our common
stock.  However we cannot provide investors with any assurance that we
will be able to obtain sufficient funding from the sale of our common stock to
fund additional phases of the exploration program, should we decide to
proceed.  We believe that debt financing will not be an alternative
for funding any phases in our exploration program.  The risky nature
of this enterprise and lack of tangible assets places debt financing beyond the
credit-worthiness by most banks or typical investors or corporate debt until
such time as an economically viable mine can be demonstrated.  We do
not have any arrangements in place for any future equity
financing.


12




In the
event that Cyprium completes this exploration program and is successful in
identifying a potential mineral deposit, we would have to spend substantial
funds on additional drilling of the property and engineering studies before we
would be able to determine if it’s a commercially viable mineral
deposit.





We have
not attained profitable operations and are dependent upon obtaining financing to
pursue any extensive exploration activities. For these reasons our auditors
stated in their report on our audited financial statements that they have
substantial doubt we will be able to continue as a going concern.





We did
not earn any revenues from inception through the period ending June 30,
2008.  We do not anticipate earning revenues until such time as we
have entered into commercial production of our mineral properties.  We
are presently in the exploration stage of our business and we can provide no
assurance that we will discover commercially exploitable levels of mineral
resources on our property, or if such resources are discovered, that we will
enter into commercial production of our mineral property.





We
incurred operating expenses in the amount of $42,195 from inception on January
1, 2007 through the period ended June 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.


13




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.





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 June 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 June 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/ John
J. Sutherland


John J. Sutherland, President,


Chief
Executive Officer and


Chief
Financial Officer Director




Date:
August 11, 2008




















16