Ameritrust Corp - FORM 10-Q

Attached files

file	filename
EXCEL - IDEA: XBRL DOCUMENT - Ameritrust Corp	Financial_Report.xls
EX-31.1 - GRYPHON RESOURCES 10Q, CERTIFICATION 302, CEO - Ameritrust Corp	gryphonexh31_1.htm
EX-31.2 - GRYPHON RESOURCES 10Q, CERTIFICATION 302, CFO - Ameritrust Corp	gryphonexh31_2.htm
EX-32.1 - GRYPHON RESOURCES 10Q, CERTIFICATION 906, CEO/CFO - Ameritrust Corp	gryphonexh32_1.htm

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-Q

x QUARTERLY REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES

EXCHANGE ACT OF 1934

For the Quarter Ended June 30, 2011

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

FOR THE TRANSITION PERIOD FROM _______________________ TO _______________________

Commission File # 000-53371

GRYPHON RESOURCES, INC.

(Exact name of registrant as specified in its charter)

Nevada

(State or other jurisdiction of incorporation or organization)

98-0465540

(IRS Employer Identification Number)

1313 East Maple Street, Suite 201-462

Bellingham, Washington 98225

(Address of principal executive offices) (Zip Code)

(360) 685-4238

(Registrant’s telephone no., including area code)

Indicate by check mark whether the registrant (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 file, or a smaller reporting company.

	Large accelerated filer	o	Accelerated filer	o
	Non-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 o No x

The issuer had 105,025,000 shares of common stock issued and outstanding as of August 12, 2011.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Table of Contents

			Page
PART I. Financial Information

	Item 1. Financial Statements.

		Balance Sheets at June 30, 2011 (unaudited) and September 30, 2010 (audited)	1

		Unaudited Statements of Operations for the three and nine month periods ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of January 16, 2006 through June 30, 2011	2

		Unaudited Statements of Cash Flows for the nine month periods ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of January 16, 2006 through June 30, 2011	3

		Unaudited Supplemental Disclosure of Non-cash Investing and Financing Activities for the nine month periods ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of January 16, 2006 through June 30, 2011	4

		Notes to Unaudited Financial Statements	5

	Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations		14

	Item 3. Quantitative and Qualitative Disclosures about Market Risk		16

	Item 4. Controls and Procedures		17

PART II. Other Information			19

	Item 1. Legal Proceedings		19

	Item 1a. Risk Factors		19

	Item 2. Unregistered Sales of Equity Securities and Use of Proceeds		23

	Item 3. Defaults Upon Senior Securities		23

	Item 4. Submission of Matters to a Vote of Security Holders		23

	Item 5. Other Information		23

	Item 6. Exhibits		24

Signatures			24

Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

QIII-11

Period Ended June 30, 2011

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Balance Sheets

	June 30, 2011 (unaudited)			September 30, 2010 (See Note 1)
ASSETS

CURRENT ASSETS
Cash	$	37,286		$	10,252
Prepaid expenses		11,521			19,771
Total current assets		48,807			30,023
Total assets	$	48,807		$	30,023

LIABILITIES AND STOCKHOLDERS’ EQUITY

CURRENT LIABILITIES
Accounts payable	$	189		$	171
Advances from shareholder		6,500			-
Total current liabilities		6,689			171
Total liabilities		6,689			171

STOCKHOLDERS’ EQUITY
Stockholders’ Equity (Note 4):
Common shares, 400,000,000 shares with par value $0.001 authorized, 105,025,000 shares issued and outstanding at June 30, 2011; 96,775,000 shares issued and outstanding at September 30, 2010	$	105,025		$	96,775
Paid-in Capital		459,975			(32,775	)
Common shares subscribed but not issued		106,000			273,740
Accumulated deficit in the exploration stage		(628,882	)		(307,888	)
Total stockholders’ equity		42,118			29,852

Total liabilities and stockholders’ equity	$	48,807		$	30,023

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

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Statements of Operations

(Unaudited)

	Three months ended June 30, 2011			Three months ended June 30, 2010			Nine months ended June 30, 2011			Nine months ended June 30, 2010			January 16, 2006(inception) through June 30, 2011

EXPENSES:
Exploration expenses	$	17,190		$	-			102,124		$	-		$	143,655
Professional & consultant fees		18,550			14,588			61,560			21,546			195,908
Administrative expenses		3,913			3,673			16,744			9,256			49,723
Investor relations		-			495			19,565			1,110			28,828
Mineral property impairments		-			-			121,000			-			182,498
Total expenses		39,653			18,756			320,993			31,912			600,612
Net (loss) from Operations	$	(39,653	)	$	(18,756	)		(320,993	)	$	(31,912	)	$	(600,612	)
Other Income (Expense):
Interest expense		-			(1,411	)		-			(4,234	)		(13,258	)
Net (Loss) from continuing operations	$	(39,653	)	$	(20,167	)		(320,993	)	$	(36,146	)	$	(613,870	)
Discontinued Operations:
Net (loss) from discontinued operations	$	-		$	(8,585	)		-		$	(14,952	)	$	(112,932	)
Gain on sale of subsidiary		-			-			-			-			97,920
Net (Loss)		(39,653	)		(28,752	)		(320,993	)		(51,098	)		(628,882	)
Less: Net (Loss) attributable to Non-Controlling Interest related to discontinued operations		-			85			-			149			936
Equals: Net (Loss) attributable to Gryphon Resources, Inc.		(39,653	)		(28,667	)		(320,993	)		(50,949	)		(627,946	)
Loss per common shares, basic and diluted from discontinued operations		n/a			Nil			n/a			Nil
Loss per common share, basic and diluted from continuing operations	$	Nil		$	Nil			Nil		$	Nil
Weighted average shares outstanding, basic and diluted		105,025,000			96,525,000			102,110,900			96,525,000

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

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Statements of Cash Flows

(Unaudited)

	Nine months ended June 30, 2011			Nine months ended June 30, 2010			January 16, 2006 (inception) through June 30, 2011

Cash flows from operating activities:
Net loss for the period	$	(320,993	)	$	(51,098	)	$	(628,882	)
Reconciling adjustments:
Adjustments to reconcile net loss
to net cash used in operating activities:
Non-cash gain on sale of subsidiary		—			—			(97,920	)
Accrued interest on shareholder loans		—			4,234			13,258
Accrued interest on loans related to discontinued operations		—			3,228			6,882
Mineral properties impairment		121,000			—			182,499
Net change in operating assets and liabilities
Prepaid expenses		8,250			(13,891	)		(11,521	)
Accounts payable and accrued expenses		18			(7,008	)		189
Net cash provided (used) by operating activities		(191,725	)		(64,535	)		(535,495	)

Cash flows from investing activities:
Purchase of mineral properties		(90,000	)		—			(138,998	)
Net cash provided (used) by investing activities		(90,000	)		—			(138,998	)

Cash flows from financing activities:
Common stock issued for cash		196,259			—			402,653
Cash from common shares subscribed but not issued		106,000			154,894			106,000
Cash proceeds from loans related to discontinued operations		—			11,413			91,038
Cash proceeds from shareholder advances		6,500			—			112,088
Net cash provided by financing activities		308,759			166,307			711,779

Net increase (decrease) in cash		27,034			101,772			37,286

Cash, beginning of period		10,252			1,572			—

Cash, end of period	$	37,286		$	103,344		$	37,286

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

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Supplemental Disclosure of Non-cash Investing and Financing Activities

(Unaudited)

	Nine months ended June 30, 2011		Nine months ended June 30, 2010		January 16, 2006 (inception) through June 30, 2011

Shares issued for mineral property acquisition	$	31,000	$	—	$	43,500
Conversion of debt into common stock subscribed but not issued	$	—	$	—	$	118,846

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

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The consolidated unaudited financial statements included herein have been prepared by Gryphon Resources, Inc. and Subsidiary (collectively the “Company”) in accordance with accounting principles generally accepted in the United States for interim financial information. Certain information and footnote disclosures normally included in the financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted as allowed by such rules and regulations, and the Company believes that the disclosures are adequate to make the information presented not misleading. These consolidated unaudited financial statements of the Company as of June 30, 2011 have been prepared without audit pursuant to the rules and regulations of the Securities Exchange Commission.

It is suggested that these financial statements be read in conjunction with the September 30, 2010 audited financial statements and the accompanying notes included in the Company’s Form 10-K filed with the Securities and Exchange Commission. The results of operations for the interim periods are not necessarily indicative of the results for the full year. In management’s opinion all adjustments necessary for a fair presentation of the Company’s financial statements are of a normal recurring nature and are reflected in the interim periods included.

Amounts shown for September 30, 2010 are based upon the audited financial statements of that date.

Note 2 – Summary of Significant Accounting Policies

This summary of significant accounting policies is presented to assist in understanding Gryphon Resources Inc.’s financial statements. The financial statements and notes are representations of the Company’s management, who are responsible for their integrity and objectivity. These accounting policies conform to generally accepted accounting principles in the United States of America and have been consistently applied in the preparation of the financial statements, which are stated in U.S. Dollars.

The financial statements reflect the following significant accounting policies:

Exploration Stage Company

The Company is devoting substantially all of its present efforts to establish a new business and none of its planned principal operations have commenced. As an exploration stage enterprise, the Company discloses the deficit accumulated during the exploration stage and the cumulative statements of operations and cash flows from inception to the current balance sheet date.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Exploration Costs and Mineral Property Right Acquisitions

The Company is primarily engaged in the acquisition and exploration of mining properties. Mineral property exploration costs are expensed as incurred. Mineral property acquisition costs are initially capitalized when incurred. The Company assesses the carrying costs for impairment under Accounting Standards 930 Extractive Activities – Mining (AS 930) at each fiscal quarter end. An impairment is recognized when the sum of the expected undiscounted future cash flows is less than the carrying amount of the mineral property. Impairment losses, if any, are measured as the excess of the carrying amount of the mineral property over its estimated fair value. When it has been determined that a mineral property can be economically developed as a result of establishing proven and probable reserves, the costs then incurred to develop such property, are capitalized. Such costs will be amortized using the units-of-production method over the estimated life of the proven and probable reserves. If mineral properties are subsequently abandoned or impaired, any capitalized costs will be charged to operations.

Use of Estimates

The preparation of financial statements in conformity with generally accepted accounting principles in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the period. Actual results could differ from those estimates.

Basic and Diluted Net Loss per Share

Basic loss per share is calculated by dividing the net loss available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted net loss per share is computed by dividing the net loss available to common stockholders by common stock equivalents. At June 30, 2011, the Company did not have any common stock equivalents outstanding.

Fair Value of Financial Instruments

The carrying value of accounts payable, and other financial instruments reflected in the financial statements approximates fair value due to the short-term maturity of the instruments. It is management’s opinion that the Company is not exposed to significant interest, currency or credit risks arising from these financial instruments.

Income Taxes

The Company recognizes deferred tax liabilities and assets for the expected future tax consequences of events that have been recognized in the Company’s financial statements or tax returns using the liability method. Under this method, deferred tax liabilities and assets are determined based on the temporary differences between the financial statement carrying amounts and tax bases of assets and liabilities using enacted rates in effect in the years during which the differences are expected to reverse and upon the possible realization of net operating loss carry-forwards. Additionally, the Company has not recognized any amount for a tax position taken or expected to be taken on its tax return, or for any interest or penalties.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Valuation of Long-Lived Assets

The Company periodically analyzes its long-lived assets for potential impairment, assessing the appropriateness of lives and recoverability of un-depreciated balances through measurement of undiscounted operation cash flows on a basis consistent with accounting principles generally accepted in the United States of America.

Foreign Currency

The books of the Company are maintained in United States dollars and this is the Company’s functional and reporting currency. Transactions denominated in other than the United States dollar are translated as follows with the related transaction gains and losses being recorded in the Statements of Operations:

(i)

Monetary items are recorded at the rate of exchange prevailing as at the balance sheet date;

(ii)

Non-Monetary items including equity are recorded at the historical rate of exchange; and

(iii)

Revenues and expenses are recorded at the period average in which the transaction occurred

The Company has not to the date of these financial statements, entered into derivative instruments to offset the impact of foreign currency fluctuations.

Cash and Cash Equivalents

The Company considers cash and cash equivalents to consist of cash on hand and demand deposits in banks with an initial maturity of 90 days or less.

Recent Accounting Pronouncements

Various accounting pronouncements have been issued during 2011 and 2010, none of which are expected to have a material effect on the financial statements of the Company.

Reclassifications

Certain prior period amounts have been reclassified to conform to current period presentation.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Note 3 – Going Concern

Generally accepted accounting principles in the United States of America contemplate the continuation of the Company as a going concern. However, the Company has accumulated operating losses since its inception and has limited business operations, which raises substantial doubt about the Company’s ability to continue as a going concern. During the nine month period ended June 30, 2011, the Company’s net loss was $(320,993). The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of June 30, 2011 we projected the Company would need additional cash resources to operate during the upcoming 12 months and would raise this capital through private placements of our common stock and through shareholder advances from our President. The Company intends to attempt to acquire additional operating capital through private equity offerings to the public and existing investors to fund its business plan. However, there is no assurance that equity or debt offerings will be successful in raising sufficient funds to assure the eventual profitability of the Company. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets, or the amounts of and classification of liabilities that might be necessary in the event the Company cannot continue in existence.

Note 4 – Common shares and Common Shares Subscribed but not issued

Common Shares

The Company’s common stock is traded on the NASD and Pink Sheets Over-The-Counter Markets under the symbol: GRYO.

On June 23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record and Payment date for this stock dividend were July 3, 2008 and July 7, 2008 respectively. The Company instructed its Transfer Agent to round up to one for any fractional interest which resulted in the calculation of the dividend. This dividend had the effect of increasing the issued and outstanding share capital of the Company from 4,950,000 shares to 96,525,000 shares. All references to stock issued and stock outstanding have been retroactively adjusted as if the stock dividend had taken place on January 16, 2006 (inception).

As recorded in a Form DEF 14C filed May 15, 2009, the Company amended its Articles of Incorporation to increase the authorized number of shares of common stock from 100,000,000 shares to 400,000,000 shares, par value of $0.001 per share.

On July 19, 2010, the Company issued 250,000 shares of its common stock to Vendors of the L.G. Property. This transaction was valued at a board approved value of $0.05 per share for total deemed proceeds of $12,500. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On November 18, 2010, the Company completed a private placement offering of its common stock which raised aggregate proceeds of US$320,000 ($118,846 of this amount was used to settle debt as of September 30, 2010; $154,894 of this amount was received in cash prior to September 30, 2010; $46,260 of this amount was received in cash during the quarter ended December 31, 2010). This offering was comprised of 6,400,000 restricted common shares at $0.05 per share and 6,400,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

On January 25, 2011, the Company issued 100,000 shares of its common stock to Vendors of the Cruce Property. This transaction was valued at a board approved value of $0.06 per share for total deemed proceeds of $6,000. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

On March 11, 2011, the Company completed a private placement offering of its common stock which raised aggregate cash proceeds of US$150,000. This offering was comprised of 1,500,000 restricted common shares at $0.10 per share and 1,500,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

On March 31, 2011, the Company issued 250,000 shares of its common stock as the second shares component installment payment to Vendors of the L.G. Property. This transaction was valued at a board approved value of $0.10 per share for total deemed proceeds of $25,000. These shares are deemed "restricted" securities under the Securities Act and may not be sold or transferred other than pursuant to an effective registration statement under the Securities Act or any exemption from the registration requirements of the Securities Act.

Common Shares Subscribed but Unissued

As at June 30, 2011, the Company had received subscription deposits of $106,000 relating to a private placement initiative. At the balance sheet date of June 30, 2011, the Company had not issued shares relating to this private placement and the share balances were recorded as shares subscribed but not issued. These shares will be issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

Note 5 – Mineral Properties Acquisitions

L.G. Property:

As entered on July 19, 2010 and amended on February 27, 2011, the Company entered into an option to purchase certain mineral exploration rights to a property in south-eastern Arizona, USA, named the L.G. Property from two individuals (collectively the “Vendors”). The Vendors each owned a 50% interest in the mineral exploration rights to the L.G. Property and held the sole right, title and interest to the L.G. Property exploration rights (subject to the rights and title of the State of Arizona), free and clear of all liens and encumbrances. Through the option agreement (the “L.G. Agreement”), the Vendors granted an exclusive option to the Company to purchase a 100% undivided right, title and interest in Vendors’ rights to the Property, and the Company acquired an option to purchase Vendors’ rights to the Property from Vendors, upon the terms and conditions set forth in the L.G. Agreement (incorporated herein by reference as Exhibit 10.1) and amended through the ‘Amendment to L.G. Agreement’, attached herein as Exhibit 10.2.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

To exercise the option included in the L.G. Agreement (the “Option”), the Company must: (i) pay the aggregate sum of $240,000 to Vendors; (ii) incur an aggregate of at least $550,000 of Expenditures on the Property; and (iii) issue an aggregate of 1,000,000 restricted shares of common stock in Gryphon (or any public company created by Gryphon for the purpose of development of the Property).

These payments will be based on the following schedules:

(a)	Pay Vendors the following cash sums on or before the dates described below:
	(i)	$15,000 upon execution of the L.G. Agreement (such payment which has been made);
	(ii)	$15,000 on or before August 10, 2010 (such payment which has been made);
	(iii)	$50,000 on or before April 1, 2011 (such payment which has been made);
	(iv)	$60,000 on or before March 1, 2012; and
	(v)	$100,000 on or before March 1, 2013.

(b)	Incur the following Expenditures on or with respect to the L.G. Property, by the following dates:
	(i)	$50,000 within 12 months following the Execution Date;
	(ii)	an additional $100,000 on or before 24 months following the Execution Date;
	(iii)	$200,000 on or before 36 months following the Execution Date; and
	(iv)	$200,000 on or before 48 months following the Execution Date.

(c)	Cause Gryphon to issue shares to the Vendors in the following amounts:
	(i)	250,000 restricted common shares upon execution of the L.G. Agreement (such issuance which has been made and was valued at $25,000);
	(ii)	250,000 restricted common shares on or before April 1, 2011(such issuance which has been made and was valued at $25,000);
	(iii)	250,000 restricted common shares on or before February 1, 2012; and
	(iv)	250,000 restricted common shares on or before February 1, 2013.

Once the Company has paid the Option Price in full, the Company will have exercised the Option and have acquired an undivided 100% right, title and interest in and to the L.G. Property, the Company will then be obligated to pay the following additional consideration:

	(a)	1,000,000 restricted shares of Gryphon common stock;
	(b)	a minimum annual royalty of $150,000 on or before December 31, 2014 and a minimum annual royalty of $150,000 every 12 months for each year that Gryphon holds the Property;
	(c)	a 5% (five percent) Gross Production Royalty on lithium minerals actually produced and sold from the L.G. Property; and
	(d)	a 3-1/2% (three and one-half percent) Net Returns Royalty on all other minerals actually produced and sold from the L.G. Property.

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GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Cruce Property:

As entered on January 21, 2011 (the ‘Execution Date’) and amended on January 25, 2011, the Company entered into an option to purchase certain mineral exploration rights to a property in Arizona, USA, named the Cruce Property from two individuals (collectively the “Vendors”). The Vendors each owned a 50% interest in the mineral exploration rights to the Cruce and held the sole right, title and interest to the Cruce Property exploration rights (subject to the rights and title of the State of Arizona), free and clear of all liens and encumbrances. Through the option agreement (the “Cruce Agreement”), the Vendors granted an exclusive option to the Company to purchase a 100% undivided right, title and interest in Vendors’ rights to the Property, and the Company acquired an option to purchase Vendors’ rights to the Property from Vendors, upon the terms and conditions set forth in the Cruce Agreement (incorporated herein by reference as Exhibit 10.3) and amended through the ‘Cruce Addendum’, attached herein as Exhibit 10.4.

To exercise the option included in the Cruce Agreement (the “Option”), the Company must: (i) pay the aggregate sum of $265,000 to Vendors; (ii) incur an aggregate of at least $335,000 of Expenditures on the Property; and (iii) issue an aggregate of 2,600,000 restricted shares of common stock in Gryphon (or any public company created by Gryphon for the purpose of development of the Property).

These payments will be based on the following schedules:

(a)	Pay Vendors the following cash sums on or before the dates described below:
	(i)	$40,000 upon execution of the Letter of Intent regarding this Agreement*;
	(ii)	$50,000 on or before November 30, 2011;
	(iii)	$75,000 on or before November 30, 2012;
	(iv)	$100,000 on or before November 30, 2013; and

	*(The full amount of which has been paid to Vendors prior to execution of the Cruce Agreement)

(b)	Incur the following Expenditures on or with respect to the Cruce Property, by the following dates:
	(i)	$60,000 within 12 months following the Execution Date.
	(ii)	an additional $75,000 on or before 24 months following the Execution Date;
	(iii)	$100,000 on or before 36 months following the Execution Date; and
	(iv)	$100,000 on or before 48 months following the Execution Date.

(c)	cause Gryphon to issue shares to the Vendors in the following amounts:
	(i)	100,000 shares upon execution of this Agreement (such issuance which has been made and was valued at $6,000);
	(ii)	100,000 shares on or before November 30, 2011;
	(iii)	200,000 shares on or before November 30, 2012; and
	(iv)	200,000 shares on or before November 30, 2013.

Table of Contents

GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

Once the Company has paid the Option Price in full, the Company will have exercised the Option and have acquired an undivided 100% right, title and interest in and to the Cruce Property, the Company will then be obligated to pay the following additional consideration:

	(a)	2,000,000 restricted shares of Gryphon common stock;
	(b)	a minimum annual royalty of $250,000 on or before November 30, 2014 and a minimum annual royalty of $250,000 every 12 months for each year that Gryphon holds the Property;
	(c)	a 3% (three percent) Net Returns Royalty on all minerals actually produced and sold from the Cruce Property.

Note 6 - Impairments of Mineral Properties

At year end September 30, 2010, the Company undertook a review of the Company’s exploration projects and determined an impairment charge of $42,500 should be recorded against the L.G. Property mineral exploration rights.

During the nine month period ended June 30, 2011, the Company undertook a review of the Company’s exploration projects and determined that it should record impairment charges of: (i) $46,000 against the Cruce Property mineral exploration rights; and (ii) $75,000 against the L.G. Property mineral exploration rights.

Note 7 – Advances from Shareholder

During the nine months ended June 30, 2011, our CEO advanced $6,500 to the Company. This advance is non-interest bearing and payable on demand.

Note 8 – Discontinued Operation

On April 28, 2008 we incorporated a Turkish company named APM Madencilik Limited. (“APM”) as a 99% owned subsidiary. The remaining balance of 1% of APM shares were held by our former CEO. In July 2010, we re-focused our operations and began mineral exploration in Arizona, USA and on September 27, 2010, we sold our entire interest in APM to an unrelated third party and ceased all operations in Turkey. The losses and cash flows of APM have been presented as a discontinued operation in these financial statements. Prior year’s Statements of Operations, Equity and Cash Flows have been adjusted to reflect the effect of this discontinued operation.

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GRYPHON RESOURCES, INC.

(An Exploration Stage Company)

Notes to Financial Statements

(Unaudited)

The Components of the APM discontinued operation are:

	Nine months ended June 30, 2010*			Exploration Stage January 16, 2006 through June 30, 2011

EXPENSES:
Exploration expenses		-			17,573
Salaries & wages		9,814			57,224
Professional and consultant fees		-			1,996
Administrative expenses		1,910			29,257
Total expenses	$	11,724		$	106,050

Net loss from operations	$	(11,724	)	$	(106,050	)
Interest expense		(3,228	)		(6,882	)
Total		(14,952	)		(112,932	)

As recorded in our financial statements for the year ended September 30, 2010, the sale of APM also resulted in a non-cash gain of $97,920 due to the assumption of debt by the third party. This has been recorded in these statements as a gain on sale of subsidiary in discontinued operations.

*(The nine month period ended June 30, 2010 is presented here to report the discontinued operations components for that period. The nine month period ended June 30, 2011 is not presented because the APM subsidiary was sold on September 27, 2010 and is not part of the financial statements for the current nine month period.)

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ITEM 2. MANAGEMENTS’ DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

Certain information included herein contains forward-looking statements that involve risks and uncertainties within the meaning of Sections 27A of the Securities Act, as amended; Section 21E of the Securities Exchange Act of 1934. These sections provide that the safe harbor for forward looking statements does not apply to statements made in initial public offerings. The words, such as "may," "would," "could," "anticipate," "estimate," "plans," "potential," "projects," "continuing," "ongoing," "expects," "believe," "intend" and similar expressions and variations thereof are intended to identify forward-looking statements. These statements appear in a number of places in this Form 10-Q and include all statements that are not statements of historical fact regarding intent, belief or current expectations of the Company, our directors or our officers, with respect to, among other things: (i) our liquidity and capital resources; (ii) our financing opportunities and plans; (iii) continued development of business opportunities; (iv) market and other trends affecting our future financial condition; (v) our growth and operating strategy. Investors and prospective investors are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those projected in the forward-looking statements as a result of various factors. The factors that might cause such differences include, among others, the following: (i) we have incurred significant losses since our inception; (ii) any material inability to successfully develop our business plans; (iii) any adverse effect or limitations caused by government regulations; (iv) any adverse effect on our ability to obtain acceptable financing; (v) competitive factors; and (vi) other risks including those identified in our other filings with the Securities and Exchange Commission.

Overview

Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006. We are a mineral exploration company and are developing mineral exploration projects in Arizona, USA. Since inception the Company has not been involved in any bankruptcy, receivership or similar proceedings nor has it been involved in any reclassification, consolidation, or merger arrangements.

The Company’s common stock is traded in the NASD and Pink Sheets Over-The-Counter markets under the symbol: GRYO.

Operational Developments During the Quarter Ended June 30, 2011

Private Placement initiative:

Director and Officer change:

Subsequent to the end of the nine month period ended June 30, 2011, on July 20, 2011 Mr. Stephen Sutorius resigned his positions as Director, and Secretary & Treasurer of the Company. Mr. Sutorius resigned for personal reasons and there was no disagreement with the Company relating to its operations, policies or practices. Effective July 20, 2011, Mr. Alan Muller was appointed to the position of Secretary & Treasurer of the Company.

RESULTS OF OPERATIONS

The following discussion and analysis covers material changes in the financial condition of Gryphon during the three and nine month periods ended June 30, 2011 and June 30, 2010 and the Exploration Stage Period of January 16, 2006 to December 30, 2010 (the “Exploration Stage”).

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Revenues

Gryphon did not earn revenues during the periods included in the financial statements in this report.

Expenses

Our operating expenses are classified into five categories:

- Exploration Expenses

- Professional and Consultant Fees

- Administrative Expenses

- Investor Relations

- Mineral Properties Impairment

Exploration Expenses

Exploration expenses for the three and nine month periods ended June 30, 2011 totaled $17,190 and $102,124 respectively compared to $nil and $nil respectively for the three and nine month periods ended June 30, 2010. Expenses for the Exploration Stage totaled $143,655. During the current period, these expenses were primarily comprised of geologist fees, geological contractor expenses, and costs for mineral rights applications to the Arizona State Land Department, United States Bureau of Land Management and various county Recorders in Arizona. We predict the level of these expenses will increase modestly during the balance of fiscal 2011.

Professional and Consultant Fees

Professional & consultant Fees are comprised of fees paid to our two officers and directors, and for work performed by accounting, audit and legal professionals. During the three and nine month periods ended June 30, 2011 these fees totaled $18,550 and $61,560 respectively compared with $14,588 and $21,546 respectively for the three and nine month periods ended June 30, 2010. For the Exploration Stage, these costs totaled $195,908. We anticipate Professional & Consultant Fees to remain at current levels during the balance of the 2011 fiscal year as we continue with our exploration initiatives in Arizona.

Administrative Expenses

Administrative expenses were $3,913 and $16,744 respectively for the three and nine month periods ended June 30, 2011 compared with $3,673 and $9,256 respectively during the three and nine month periods ended June 30, 2010. For the Exploration Stage, administrative expenses totaled $49,723. These expenses are composed of Edgar agent filing fees, stock transfer agent fees and general office expenses. We anticipate Administrative Expenses will remain at current levels during the balance of fiscal 2011.

Investor Relations

Investor relations expenses comprise costs for press releases, maintenance of the Company’s website and other investor information initiatives. During the three and nine month periods ended June 30, 2011, these expenses totaled $nil and $19,565 respectively versus $495 and $1,110 respectively for the three and nine month periods ended June 30, 2010. For the Exploration Stage, Investor Relations expenses totaled $28,828. We anticipate Investor Relations expenses will remain at current levels during the balance of fiscal 2011.

Mineral Properties Impairment

As required by generally accepted accounting principles, during the nine month period ended June 30, 2011 the Company undertook a review of the Company’s exploration projects and determined that it should record impairment charges of: (i) $46,000 against the Cruce Property mineral exploration rights; and (ii) $75,000 against the L.G. Property mineral exploration rights. Mineral properties impairment charges were $nil and $121,000 respectively for the three and nine month periods ended June 30, 2011 versus $nil and $nil respectively for the three and nine month periods ended June 30, 2010. Mineral impairment charges totaled $182,498 for the Exploration Stage.

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Discontinued Operations

On September 27, 2010, we sold our entire shareholding in our former Turkish subsidiary APM to an unrelated third party and ceased all operations in Turkey. The sale of APM resulted in a non-cash gain of $97,920 due to the elimination from the previously consolidated enterprise of the Company of debt APM owed to a third party.

Net (Loss)

We incurred net losses of $(39,653) and $(320,993) respectively for the three and nine month periods ended June 30, 2011. This compared with net losses of $(28,752) and $(51,098) for the same periods ended June 30, 2010. For the Exploration Stage, the Net Loss totaled $(682,882).

Liquidity and Capital Resources

Since the date of our incorporation, we have raised cash of $402,653 through private placements of our common shares; $118,846 through conversion of debt to shares; $106,000 through deposits for shares subscribed but not issued; and cash of $112,088 through advances from shareholders. As of June 30, 2011 we had cash on hand of $37,286 and a prepaid expenses balance of $11,521. We estimate we will need to attempt to raise additional funds during the coming twelve months and project we will be able to raise these funds through private placements of our common shares and/or advances from our CEO.

Material Events and Uncertainties

Our operating results are difficult to forecast. Our prospects should be evaluated in light of the risks, expenses and difficulties commonly encountered by comparable early stage companies in mineral resource markets. There can be no assurance that we will successfully address such risks, expenses and difficulties and cannot assure you that we will become profitable in the future.

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

EXCHANGE RATE FLUCTUATION RISK

Our reporting currency is United States Dollars. Our transactions are primarily conducted in US$ but also include transactions in other currencies. Foreign currency rate fluctuations may have a material impact on the Company’s financial reporting. These fluctuations may have positive or negative impacts on the results of operations of the Company.

We have not entered into derivative contracts either to hedge existing risk or for speculative purposes.

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ITEM 4. CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

The Company maintains disclosure controls and procedures that are designed to ensure that information required to be disclosed in the Company's Exchange Act reports is recorded, processed, summarized and reported within the time communicated to the Company's management, including its Chief Executive Officer and Chief Financial Officer, as appropriate, to allow timely decisions regarding required disclosure based closely on the definition of "disclosure controls and procedures" in Rule 13a-15(e). The Company's disclosure controls and procedures are designed to provide a reasonable level of assurance of reaching the Company's desired disclosure control objectives. In designing periods specified in the SEC's rules and forms, and that such information is accumulated and evaluating the disclosure controls and procedures, management recognized that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures. The Company's certifying officer has concluded that the Company's disclosure controls and procedures are not effective in reaching that level of assurance.

At the end of the period being reported upon, the Company carried out an evaluation, under the supervision and with the participation of the Company's management, including the Company's Chief Executive Officer and the Company's Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on the foregoing, our Chief Executive Officer and Chief Financial Officer concluded that our disclosure controls and procedures were not effective.

Management's Report on Internal Control over Financial Reporting

Management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting (as defined in Section 13a-15(f) of the Securities Exchange Act of 1934, as amended). Internal control over financial reporting is a process designed by, or under the supervision of, the Company's CFO to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company's financial statements for external reporting purposes in conformity with U.S. generally accepted accounting principles and include those policies and procedures that (i) pertain to the maintenance of records that in reasonable detail accurately and fairly reflect the transactions and disposition of the assets of the company; (ii) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the Company are being made only in accordance with authorizations of management and directors of the Company; and (iii) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material effect on the financial statements.

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As of June 30, 2011, management conducted an assessment of the effectiveness of the Company's internal control over financial reporting based on the framework established in Internal Control-Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on the criteria established by COSO management concluded that the Company's internal control over financial reporting was not effective as of June 30, 2011, as a result of the identification of the material weaknesses described below.

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the annual or interim financial statements will not be prevented or detected on a timely basis.

Specifically, management identified the following control weaknesses: (1) The Company has not properly segregated duties as one or two individuals initiate, authorize, and complete all transactions. The Company has not implemented measures that would prevent the individuals from overriding the internal control system. The Company does not believe that this control weakness has resulted in deficient financial reporting because the Chief Financial Officer is aware of his responsibilities under the SEC's reporting requirements and personally certifies the financial reports; and (2) The Company has installed accounting software that does not prevent erroneous or unauthorized changes to previous reporting periods and does not provide an adequate audit trail of entries made in the accounting software.

Accordingly, while the Company has identified certain material weaknesses in its system of internal control over financial reporting, it believes that it has taken reasonable steps to ascertain that the financial information contained in this report is in accordance with generally accepted accounting principles. Management has determined that current resources would be appropriately applied elsewhere and when resources permit, they will alleviate material weaknesses through various steps.

Changes in Internal Control over Financial Reporting

During the third quarter of the Company’s fiscal year ended September 30, 2011, no material changes were made to the Company’s internal control over financial reporting

Remediation Plan

Addition of staff

We have identified that additional staff will be required to properly segment the accounting duties of the Company. However, we do not currently have resources to fulfill this part of our plan and will be addressing this matter once sufficient resources are available.

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PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

There is no litigation pending or threatened by or against us.

ITEM 1A. RISK FACTORS

The following risk factors should be considered in connection with an evaluation of our business:

THE COMPANY'S LIMITED OPERATING HISTORY MAKES IT DIFFICULT FOR YOU TO JUDGE ITS PROSPECTS.

The Company has a limited operating history upon which an evaluation of the Company, its current business and its prospects can be based. You should consider any purchase of the Company's shares in light of the risks, expenses and problems frequently encountered by all companies in the early stages of its corporate development.

LIQUIDITY AND CAPITAL RESOURCES ARE UNCERTAIN.

For the nine months ended June 30, 2011, the Company had a Net Loss of $(320,993). The Company may need to raise additional capital by way of an offering of equity securities, an offering of debt securities, or by obtaining financing through a bank or other entity. The Company has not established a limit as to the amount of debt it may incur nor has it adopted a ratio of its equity to debt allowance. If the Company needs to obtain additional financing, there is no assurance that financing will be available from any source, that it will be available on terms acceptable to us, or that any future offering of securities will be successful. If additional funds are raised through the issuance of equity securities, there may be a significant dilution in the value of the Company’s outstanding common stock. The Company could suffer adverse consequences if it is unable to obtain additional capital which would cast substantial doubt on its ability to continue its operations and growth.

THE VALUE AND TRANSFERABILITY OF THE COMPANY'S SHARES MAY BE ADVERSELY IMPACTED BY THE LIMITED TRADING MARKET FOR ITS SHARES AND THE PENNY STOCK RULES.

There is only a limited trading market for the Company's shares. The Company's common stock is traded in the over-the-counter market and "bid" and "asked" quotations regularly appear on the OTC Bulletin Board and Pink Sheets under the symbol "GRYO". There can be no assurance that the Company's common stock will trade at prices at or above its present level and an inactive or illiquid trading market may have an adverse impact on the market price. In addition, holders of the Company's common stock may experience substantial difficulty in selling their securities as a result of the "penny stock rules" which restrict the ability of brokers to sell certain securities of companies whose assets or revenues fall below the thresholds established by those rules.

FUTURE SALES OF SHARES MAY ADVERSELY IMPACT THE VALUE OF THE COMPANY'S STOCK.

If required, the Company may seek to raise additional capital through the sale of common stock. Future sales of shares by the Company or its stockholders could cause the market price of its common stock to decline.

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MINERAL EXPLORATION AND DEVELOPMENT ACTIVITIES ARE SPECULATIVE IN NATURE.

Resource exploration and development is a speculative business, characterized by a number of significant risks including, among other things, unprofitable efforts resulting not only from the failure to discover mineral deposits but from finding mineral deposits which, though present, are insufficient in quantity and quality to return a profit from production. The marketability of minerals acquired or discovered by the Company may be affected by numerous factors which are beyond the control of the Company and which cannot be accurately predicted, such as market fluctuations, the proximity and capacity of milling facilities, mineral markets and processing equipment and such other factors as government regulations, including regulations relating to royalties, allowable production, importing and exporting of minerals and environmental protection, the combination of which factors may result in the Company not receiving an adequate return of investment capital.

Substantial expenditures are required to establish ore reserves through drilling, to develop metallurgical processes to extract the metal from the ore and, in the case of new properties, to develop the mining and processing facilities and infrastructure at any site chosen for mining. Although substantial benefits may be derived from the discovery of a major mineralized deposit, no assurance can be given that minerals will be discovered in sufficient quantities and grades to justify commercial operations or that funds required for development can be obtained on a timely basis. Estimates of reserves, mineral deposits and production costs can also be affected by such factors as environmental permitting regulations and requirements, weather, environmental factors, unforeseen technical difficulties, unusual or unexpected geological formations and work interruptions. In addition, the grade of ore ultimately mined may differ from that indicated by drilling results. Short term factors relating to reserves, such as the need for orderly development of ore bodies or the processing of new or different grades, may also have an adverse effect on mining operations and on the results of operations. Material changes in ore reserves, grades, stripping ratios or recovery rates may affect the economic viability of any project.

THE COMPANY WILL BE SUBJECT TO OPERATING HAZARDS AND RISKS WHICH MAY ADVERSELY AFFECT THE COMPANY'S FINANCIAL CONDITION.

Mineral exploration involves many risks, which even a combination of experience, knowledge and careful evaluation may not be able to overcome. The Company's operations will be subject to all the hazards and risks normally incidental to exploration, development and production of metals, such as unusual or unexpected formations, cave-ins or pollution, all of which could result in work stoppages, damage to property and possible environmental damage. The Company does not have general liability insurance covering its operations and does not presently intend to obtain liability insurance as to such hazards and liabilities. Payment of any liabilities as a result could have a materially adverse effect upon the Company's financial condition.

THE COMPANY'S ACTIVITIES WILL BE SUBJECT TO ENVIRONMENTAL AND OTHER INDUSTRY REGULATIONS WHICH COULD HAVE AN ADVERSE EFFECT ON THE FINANCIAL CONDITION OF THE COMPANY.

The Company's activities are subject to environmental regulations promulgated by government agencies from time to time. Environmental legislation generally provides for restrictions and prohibitions on spills, releases or emissions of various substances produced in association with certain mining industry operations, such as seepage from tailing disposal areas, which would result in environmental pollution. A breach of such legislation may result in imposition of fines and penalties. In addition, certain types of operations require the submission and approval of environmental impact assessments. Environmental legislation is evolving in a manner which means stricter standards and

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enforcement, fines and penalties for non-compliance are more stringent. Environmental assessments of proposed projects carry a heightened degree of responsibility for companies and directors, officers and employees. The cost of compliance with changes in governmental regulations could have an adverse effect on the financial condition of the Company.

The operations of the Company include exploration and development activities and commencement of production on its properties, require permits from various federal, state, provincial and local governmental authorities and such operations are and will be governed by laws and regulations governing prospecting, development, mining, production, exports, taxes, labor standards, occupational health, waste disposal, toxic substances, land use, environmental protection, mine safety and other matters. Companies engaged in the development and operation of mines and related facilities generally experience increased costs and delays in production and other schedules as a result of the need to comply with applicable laws, regulations and permits.

Failure to comply with applicable laws, regulations, and permitting requirements may result in enforcement actions, including orders issued by regulatory or judicial authorities causing operations to cease or be curtailed, and may include corrective measures requiring capital expenditures, installation of additional equipment, or remedial actions. Parties engaged in mining operations may be required to compensate those suffering loss or damage by reason of the mining activities and may have civil or criminal fines or penalties imposed for violations of applicable laws or regulations and, in particular, environmental laws.

COMPETITION MAY HAVE AN IMPACT ON THE COMPANY'S ABILITY TO ACQUIRE ATTRACTIVE PRECIOUS METALS PROPERTIES, WHICH MAY HAVE AN ADVERSE IMPACT ON THE COMPANY'S OPERATIONS.

Significant and increasing competition exists for the limited number of precious metals acquisition opportunities available. As a result of this competition, some of which is with large established mining companies with substantial capabilities and greater financial and technical resources than the Company, the Company may be unable to acquire attractive precious metals properties on terms it considers acceptable. Accordingly, there can be no assurance that any exploration program intended by the Company on properties it intends to acquire will yield any reserves or result in any commercial mining operation.

DOWNWARD FLUCTUATIONS IN METAL PRICES MAY SEVERELY REDUCE THE VALUE OF THE COMPANY.

The Company has no control over the fluctuations in the prices of the metals for which it is exploring. A significant decline in such prices would severely reduce the value of the Company.

THE COMPANY CURRENTLY RELIES ON CERTAIN KEY INDIVIDUALS AND THE LOSS OF ONE OF THESE CERTAIN KEY INDIVIDUALS COULD HAVE AN ADVERSE EFFECT ON THE COMPANY.

The Company's success depends to a certain degree upon certain key members of the management. These individuals are a significant factor in the Company's growth and success. The loss of the service of members of the management and advisory board could have a material adverse effect on the Company. In particular, the success of the Company is highly dependent upon the efforts of the President & CEO, CFO, PAO, Treasurer & Secretary, Chair & Director of the Company, the loss of whose services would have a material adverse effect on the success and development of the Company.

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THE COMPANY DOES NOT MAINTAIN KEY MAN INSURANCE TO COMPENSATE THE COMPANY FOR THE LOSS OF CERTAIN KEY INDIVIDUALS.

The Company does not anticipate having key man insurance in place in respect of its senior officers or personnel, although the Board has discussed and investigated the prospect of obtaining key man insurance for our CEO.

WE ARE AN EXPLORATION STAGE COMPANY, AND THERE IS NO ASSURANCE THAT A COMMERCIALLY VIABLE DEPOSIT OR "RESERVE" EXISTS ON ANY PROPERTIES FOR WHICH THE COMPANY HAS, OR MIGHT OBTAIN, AN INTEREST.

The Company is an exploration stage company and cannot give assurance that a commercially viable deposit, or “reserve,” exists on any properties for which the Company currently has (through an option) or may have (through potential future joint venture agreements or acquisitions) an interest. Therefore, determination of the existence of a reserve depends on appropriate and sufficient exploration work and the evaluation of legal, economic, and environmental factors. If the Company fails to find a commercially viable deposit on any of its properties, its financial condition and results of operations will be materially adversely affected.

WE REQUIRE SUBSTANTIAL FUNDS MERELY TO DETERMINE WHETHER COMMERCIAL PRECIOUS METAL DEPOSITS EXIST ON OUR PROPERTIES.

Any potential development and production of the Company’s exploration properties depends upon the results of exploration programs and/or feasibility studies and the recommendations of duly qualified engineers and geologists. Such programs require substantial additional funds. Any decision to further expand the Company’s operations on these exploration properties is anticipated to involve consideration and evaluation of several significant factors including, but not limited to:

Costs of bringing each property into production, including exploration work, preparation of production feasibility studies, and construction of production facilities;

Availability and costs of financing;

Ongoing costs of production;

Market prices for the precious metals to be produced;

Environmental compliance regulations and restraints; and

Political climate and/or governmental regulation and control.

GENERAL MINING RISKS

Factors beyond our control may affect the marketability of any substances discovered from any resource properties the Company may acquire. Metal prices, in particular gold and silver prices, have fluctuated widely in recent years. Government regulations relating to price, royalties, and allowable production and importing and exporting of precious metals can adversely affect the Company. There can be no certainty that the Company will be able to obtain all necessary licenses and permits that may be required to carry out exploration, development and operations on any projects it may acquire and environmental concerns about mining in general continue to be a significant challenge for all mining companies.

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ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On November 18, 2010, the Company completed a private placement offering of its common stock which raised aggregate proceeds of US$320,000 ($118,846 of this amount was used to settle debt as of September 30, 2010; $154,894 of this amount was received in cash prior to September 30, 2010; $46,260 of this amount was received in cash during the quarter ended December 31, 2011). This offering was comprised of 6,400,000 restricted common shares at $0.05 per share and 6,400,000 restricted common shares were issued. These shares were issued pursuant to Regulation S of the Securities Act of 1933, as amended (“Regulation S”) and the Company did not engage in any general solicitation or advertising regarding this offering.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

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

None.

ITEM 5. OTHER INFORMATION

(a) During the quarter there was no information which would have been required to be filed via a report on Form 8-K which was not filed as such.

(b) During the quarter there were no material changes to the procedures by which security holders may recommend nominees to the registrant’s board of directors.

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ITEM 6. EXHIBITS

EXHIBIT INDEX

Number	Exhibit Description

3.1	Articles of Incorporation(1)
3.2	Certificate of Amendment of Articles of Incorporation(1)
3.3	Bylaws(1)
10.1	L.G. Property Purchase Agreement(2)
10.2	Amendment to L.G. Agreement
10.3	Cruce Property Purchase Agreement(3)
10.4	Cruce Agreement Addendum(4)
10.5	L.G. Agreement Amendment(4)
14.1	Code of Ethics(1)
31.1	Certificate of President (chief executive officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2	Certificate of Chief Financial Officer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32.1	Certificate of President (chief executive officer) and Treasurer (principal financial officer) pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(1) Filed as an exhibit to our registration statement on Form SB-2 filed February 26, 2006 and incorporated herein by this reference

(2) Filed as an exhibit to a Form 8-K filed July 22, 2010 and incorporated herein by this reference

(3) Filed as an exhibit to a Form 8-K filed January 25, 2011 and incorporated herein by this reference

(4) Filed as an exhibit to a Form 10-Q filed May 13, 2011 and incorporated herein by this reference

SIGNATURES

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

GRYPHON RESOURCES, INC.

/s/ Alan Muller

Alan Muller

President & CEO, CFO, PAO,

Secretary & Treasurer,

Director, and Board Chair

Dated: August 12, 2011

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