SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________________________

FORM 10-QSB

____________________________

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

EXCHANGE ACT OF 1934

For the quarterly period ended June 30, 2008

¨ TRANSITION REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 FOR THE TRANSITION PERIOD FROM

_______________ to _______________

Commission File # 333-140880

GRYPHON RESOURCES, INC.

(Exact name of small business issuer 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)

(360) 685-4238

(Issuer’s telephone number)

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 shell company as defined in Rule 12b-2 of the Exchange Act. Yes o No x

The issuer had 96,525,000 shares of common stock issued and outstanding as of August 14, 2008.

Transitional Small Business Disclosure Format (Check One): Yes o No x

PART I – FINANCIAL INFORMATION

ITEM 1. FINANCIAL STATEMENTS (unaudited)

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

INDEX TO CONSOLIDATED FINANCIAL STATEMENTS

QIII-08

For the Period Ending June 30, 2008

	Page
Consolidated Balance Sheet	F-2
Consolidated Statements of Operations	F-3
Consolidated Statements of Cash Flows	F-4
Notes to Consolidated Financial Statements	F-5 to F-9

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GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Consolidated Balance Sheet

	June 30, 2008 (unaudited)			September 30, 2007 (See Note 1)
ASSETS
CURRENT ASSETS
Cash	$	9,978		$	11,208
Prepaid expenses		2,773			500
Total current assets		12,751			11,708
OTHER ASSETS
Mineral property (Notes 2 and 5)		-			18,998
Total other assets		-			18,998
Total assets	$	12,751		$	30,706
LIABILITIES AND STOCKHOLDERS’ EQUITY (DEFICIT)
CURRENT LIABILITIES
Accounts payable	$	595		$	1,520
Accrued liabilities		-			10,000
Note payable (Note 8)		7,796			-
Shareholder loans (Note 7)		58,198			15,951
Total current liabilities		66,589			27,471
MINORITY INTEREST (Note 6)		-			-
STOCKHOLDERS’ EQUITY (DEFICIT)
Common shares, 100,000,000 shares with par value $0.001 authorized, 96,525,000 shares issued and outstanding (Note 4)		4,950			4,950
Paid-in Capital		46,550			46,550
Accumulated deficit in the exploration stage		(105,338	)		(48,265	)
Total stockholders’ equity (deficit)		(53,838	)		3,235
Total liabilities and stockholders’ equity (deficit)	$	12,751		$	30,706

The accompanying notes to financial statements are an integral part of this statement

F-2

2

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Consolidated Statements of Operations

(Unaudited)

	Three months ended June 30, 2008			Three months ended June 30, 2007			Nine months ended June 30, 2008			Nine months ended June 30, 2007			January 16, 2006  (inception) through June 30, 2008
EXPENSES:
Professional fees	$	7,801		$	11,062			17,280		$	25,880		$	59,660
Administrative expenses		16,885			428			19,447			3,537			25,094
Mineral properties impairment		-			-			18,998			-			18,998
Total expenses		24,686			11,490			55,725			29,417			103,752
Net (loss) from Operations		(24,686	)		(5,166	)		(55,725	)		(29,417	)		(103,752	)
Interest expense		(648	)		(10	)		(1,348	)		(31	)		(1,586	)
Net (loss)	$	(25,334	)	$	(11,500	)		(57,073	)	$	(29,448	)	$	(105,338	)
Weighted average shares outstanding		96,525,000			96,525,000			96,525,000			96,525,000
Loss per common share	$	(0.00	)	$	(0.00	)		(0.00	)	$	(0.00	)

The accompanying notes to financial statements are an integral part of this statement

F-3

3

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Consolidated Statements of Cash Flows

(Unaudited)

	Nine months ended June 30, 2008			Nine months ended June 30, 2007			January 16, 2006  (inception) through June 30, 2008
Cash flows from operating activities:
Net loss for the period	$	(57,073	)	$	(29,448	)	$	(105,338	)
Net change in operating assets and liabilities
Prepaid expenses		(2,273	)		9,450			(2,773	)
Accounts payable and accrued liabilities		(10,925	)		3,900			595
Mineral properties impairment		18,998			-			18,998
Net cash (used) by operating activities		(51,273	)		(16,098	)		(88,518	)
Cash flows from investing activities:
Purchase of Mineral Property		—			—			(18,998	)
Net cash (used) by investing activities		—			—			(18,998	)
Cash flows from financing activities:
Note payable		7,796			—			7,796
Common stock issued for cash		—			—			51,500
Loans from shareholders		42,247			31			58,198
Net cash provided by financing activities		50,043			31			117,494
Net increase (decrease) in cash		(1,230	)		(16,067	)		9,978
Cash, beginning of period		11,208			22,502			—
Cash, end of period	$	9,978		$	6,435		$	9,978

The accompanying notes to financial statements are an integral part of this statement

F-4

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GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 1 – Basis of Presentation

The consolidated financial statements included herein have been prepared by Gryphon Resources, Inc. (the “Company”) in accordance with accounting principles generally accepted in the United States for interim financial information, and pursuant to instructions for Form 10-QSB and Item 310(b) of Regulation S-B. 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. On April 28, 2008 the Company incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. The financial statements of the Company are presented on a consolidated basis and include all accounts of both the Company and its subsidiary. The remaining 1% interest in APM is held by our President, who is a Turkish citizen.

It is suggested that these financial statements be read in conjunction with the September 30, 2007 audited financial statements and the accompanying notes included in the Company’s Form 10-KSB 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, 2007 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 an exploration stage company as defined in the Financial Accounting Standards Board (“FASB”) Statements of Financial Accounting Standards (“SFAS”) No. 7. 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.

F-5

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GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Mineral Property Rights Acquisition and Exploration Expenditures

The Company follows a policy of expensing exploration expenditures until a production decision in respect of the project and the Company is reasonably assured that it will receive regulatory approval to permit mining operations, which may include the receipt of a legally binding project approval certificate.

Costs of acquiring mining properties and exploration and development costs are capitalized upon acquisition. Mine development costs incurred either to develop new ore deposits, expand the capacity of mines, or to develop mine areas substantially in advance of current production are also capitalized once proven and probable reserves exist and the property is a commercially minable property. Costs incurred to maintain current production or to maintain assets on a standby basis are charged to operations. Costs of abandoned projects are charged to operations upon abandonment. The Company evaluates the carrying value of capitalized mining costs and related property, plant and equipment costs, to determine if these costs are in excess of their net recoverable amount whenever events or changes in circumstances indicate that their carrying amounts may not be recoverable. The periodic evaluation of carrying value of capitalized costs and any related property, plant and equipment costs are based upon expected future cash flows and/or estimated salvage value in accordance with Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for Impairment or Disposal of Long-lived Assets.

The Company does not set a predetermined holding period for properties with unproven deposits, however, properties which have not demonstrated suitable metal concentrations at the conclusion of each phase of an exploration program are re-evaluated to determine if future exploration is warranted, whether there has been any impairment in value and that their carrying values are appropriate.

If an area of interest is abandoned or it is determined that its carrying value cannot be supported by future production or sale, the related costs are charged against operations in the year of abandonment or determination of value.  The amounts recorded as mineral leases and claims represent costs to date and do not necessarily reflect present or future values.

The Company’s exploration activities and proposed mine development are subject to various laws and regulations governing protection of the environment. These laws are continually changing, generally becoming more restrictive. The Company has made, and expects to make in the future, expenditures to comply with such laws and regulations.

The accumulated costs of properties that are developed to the stage of commercial production will be amortized to operations through unit-of-production depletion.

Consolidation of Financial Statements

The consolidated financial statements include the accounts of the Company and its 99% owned subsidiary APM Madencilik Sanayi Ve Ticaret Limited Sirketi. All inter-company accounts have been eliminated.

F-6

6

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

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 net loss per share is computed in accordance with SFAS No. 128, “Earnings 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, 2008, the Company did not have any common stock equivalents outstanding.

Estimated 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 has adopted SFAS No. 109, “Accounting for Income Taxes”, which requires the Company to recognize 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.

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.

Start-up Costs

The Company has adopted FASB Statement of Position No. 98-5 ("SOP 98-5"), "Reporting the Costs of Start-Up Activities." SOP 98-5 requires that all non-governmental entities expense the cost of start-up activities, including organizational costs as those costs are incurred.

F-7

7

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Foreign Currency Translation

The Company’s functional and reporting currency is the United States dollar. Monetary assets and liabilities denominated in foreign currencies are translated in accordance with SFAS No. 52 Foreign Currency Translation, using the exchange rate prevailing at the balance sheet date. Historical cost balances are re-measured using historical exchange rates. Gains and losses arising on settlement of foreign currency denominated transactions or balances are included in the determination of income.  Foreign currency transactions are primarily undertaken in either Canadian dollars or Turkish Lira. 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

Management does not believe that any recently issued, but not yet effective, accounting standards, if currently adopted, would have a material effect on these financial statements.

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. The continuation of the Company is dependent upon the continuing financial support of investors and stockholders of the Company. As of June 30, 2008 we project the Company will need additional cash resources to operate during the upcoming 12 months and will raise this capital through shareholder loans 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.

F-8

8

GRYPHON RESOURCES, INC.

(an Exploration Stage Company)

Notes to Consolidated Financial Statements

(Unaudited)

Note 4 – Stock Dividend

On June 23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record date 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).

Note 5 - Impairment of Mineral Properties

During the period ended June 30, 2008, the Company undertook a review of the Company’s exploration projects and determined the Company should not proceed with the exploration of three gold property claims in the Province of Saskatchewan. As a result, an impairment charge was recorded and the related mineral property assets were removed from the accounting records of the Company.

Note 6 – Minority Interest

On April 28, 2008, the Company incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi (“APM”) as a 99% owned subsidiary. The remaining 1% interest in APM is held by our President.

Note 7 – Shareholder Loan

As at June 30, 2008, the Company had one related party shareholder loan outstanding of $58,058 which included $1,586 of accrued interest. This loan is uncollateralized and has no fixed repayment date.

Note 8 – Note Payable

As at June 30, 2008, the Company had an outstanding note payable of $7,796 to a former investor in its subsidiary. This loan is uncollateralized and has no fixed repayment date.

Note 9 - Mineral Properties Rights Acquisition

On April 28, 2008, the Company’s President transferred into the Company’s subsidiary certain mining license rights in Turkey which have no accounting value at present. No financial data pertaining to this transaction has been incorporated into these financial statements.

F-9

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

This quarterly report on Form 10-QSB contains "forward-looking statements" relating to the registrant which represent the registrant's current expectations or beliefs including, statements concerning registrant’s operations, performance, financial condition and growth. For this purpose, any statement contained in this quarterly report on Form 10-QSB that are not statements of historical fact are forward-looking statements. Without limiting the generality of the foregoing, words such as "may", "anticipation", "intend", "could", "estimate", or "continue" or the negative or other comparable terminology are intended to identify forward-looking statements. These statements by their nature involve substantial risks and uncertainties, such as credit losses, dependence on management and key personnel and variability of quarterly results, ability of registrant to continue its growth strategy and competition, certain of which are beyond the registrant's control. Should one or more of these risks or uncertainties materialize or should the underlying assumptions prove incorrect, actual outcomes and results could differ materially from those indicated in the forward-looking statements.

Overview

Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006. On April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Our financial statements are presented on a consolidated basis and include all accounts of both the Company and its subsidiary.

We are a mineral exploration company and are seeking mineral exploration opportunities in Turkey.

Operational Developments during The Quarter Ended June 30, 2008

On April 28, 2008 we incorporated a subsidiary in Turkey and also received from our President the transfer of certain mining license rights in Turkey which have no accounting value at present.

On June 11, 2008 we accepted the resignation of Mr. Lou Jurinak as Vice-President Administration and appointed Mr. David Walker to this position.

On June 23, 2008, the Company declared an 18.5 for 1 stock dividend. The Record date 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.

Results of Operations for the Comparative Three and Nine Month Periods Ended June 30, 2008 and June 30, 2007

Revenues

Since inception we have earned $nil in revenues.

Operating Expenses

Our operating expenses are classified into three categories:

-  Professional fees

-  Administrative expenses

-  Mineral Properties Impairments

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Professional Fees

Professional fees were $7,801 and $17,280 for the three and nine month periods ending June 30, 2008 versus $11,062 and $25,880 for the three and nine month periods ended June 30, 2007. During the current period professional fees were composed of auditor and legal fees. The relative decreases in expenses for the three and nine month periods ending June 30, 2008 versus the prior year periods are the result of additional fees incurred during fiscal 2007 for our SEC Form SB-2 Registration filing. During the coming quarter, we project professional fees will remain at current levels.

Administrative Expenses

Administrative expenses were $16,885 and $19,447 for the three and nine month periods ended June 30, 2008 versus $428 and $3,537 for the three and nine month periods ended June 30, 2007. During the current period administrative fees were primarily composed of Incorporation fees for our subsidiary in Turkey. The relative increase in administrative expenses period over period is explained by the non-recurring costs for the establishment of APM. We expect administrative fees to remain at current levels during the coming quarter.

Mineral Properties Impairment

The mineral property impairment related to the abandonment of three gold property claims in the Province of Saskatchewan totaling $18,998.

Net Losses

We incurred net losses of $(25,334) and $(57,073) for the three and nine month periods ended June 30, 2008 compared with net losses of $(11,500) and $(29,448) for the three and nine month periods ended June 30, 2007.

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.

Liquidity and Capital Resources

Since the date of our incorporation, we have raised $51,500 though private placements of our common shares; $58,198 through shareholder loans, and $7,796 via a Note Payable. As of June 30, 2008 we had cash on hand of $9,978 and a prepaid expense balance of $2,773. We project we will need to raise additional funds during the coming twelve months and expect we will receive sufficient shareholder loans from our President to cover our operating requirements. However, we also project we will need to attempt to raise additional equity to provide the funds necessary to explore and develop our current property and have plans to pursue further sales of common shares to existing shareholders and the public.

ITEM 3. CONTROLS AND PROCEDURES

Disclosure controls and procedures

As of the end of the period covered by this report (the “Evaluation Date”), the Company carried out an evaluation, under the supervision and with the participation of the Company's Principal Executive Officer and Principal Financial Officer

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(the “Certifying Officers”) of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in rules 13a-15(e) and 15d-15(e)) under the Exchange Act. Based on that evaluation, the Certifying Officers have concluded that, as of the Evaluation Date, the disclosure controls and procedures in place were adequate to ensure that information required to be disclosed by us, including our consolidated subsidiaries, in reports that we file or submit under the Exchange Act, is recorded, processed, summarized and reported on a timely basis in accordance with applicable rules and regulations.

Internal control over financial reporting

The Certifying Officers reviewed our internal control over financial reporting (as defined in rules 13a-15(f) and 15d-15(f)) under the Exchange Act as of the Evaluation Date and concluded that no changes occurred in such control or in other factors during the quarter of our fiscal year ending June 30, 2008 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

PART II – OTHER INFORMATION

ITEM 1. LEGAL PROCEEDINGS

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

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

The Company did not make any sales of equity securities during the quarter.

ITEM 3. DEFAULTS UPON SENIOR SECURITIES

The Company has no senior securities outstanding.

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

During the quarter ended June 30, 2008, no matters were submitted to a vote of the Company's security holders, through the solicitation of proxies or otherwise.

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.

(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*
3.2	Certificate of Amendment of Articles of Incorporation*
3.3	Bylaws*
14.1	Code of Ethics*
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

*    Filed as an exhibit to our registration statement on Form SB-2 filed February 26, 2006 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/ Serdar Kirmizioglu

Serdar Kirmizioglu

President & CEO, CFO

Dated: August 14, 2008

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