SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
 
Form 10-12g
 
GENERAL FORM FOR REGISTRATION OF SECURITIES
Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934
  
Gryphon Resources, Inc.
(Exact name of Registrant as specified in its charter)
 
Nevada
 
98-0465540
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer
Identification Number)
 
3512 Desert Mesa Road
Roanoke, TX 76262
(Address of principal executive offices)
 
(315) 254-8553
(Registrant’s telephone number, including area code)

With Copies to:

Davisson & Associates, PA
Attn: Peder K. Davisson, Esq.
4124 Quebec Avenue North, Suite 306
Minneapolis, MN  55427
Telephone Number: (763) 355 - 5678
  
Securities to be registered pursuant to Section 12(b) of the Act: None
Securities to be registered pursuant to Section 12(g) of the Act:
 
Title of Each Class to be so Registered
Common Shares, par value $0.001
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of a “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer
Accelerated filer
Non-accelerated filer
Smaller reporting company
Emerging Growth Company
 
 

EXPLANATORY NOTE
 
This registration statement on Form 10 (the “ Registration Statement ”) is being filed by Gryphon Resources, Inc. in order to register common stock of the Company voluntarily pursuant to Section 12(g) under the Securities Exchange Act of 1934, as amended (the “ Exchange Act ”). The Company is not required to file this Registration Statement pursuant to the Securities Act of 1933, as amended (the “ Securities Act ”).
 
Once this registration statement is deemed effective, we will be subject to the requirements of Regulation 13A under the Exchange Act, which will require us to file annual reports on Form 10-K, quarterly reports on Form 10-Q and current reports on Form 8-K, and we will be required to comply with all other obligations of the Exchange Act applicable to issuers filing registration statements pursuant to Section 12(g) of the Exchange Act.  The registration statement, including exhibits, may be inspected without charge at the SEC’s principal office in Washington, D.C., and copies of all or any part thereof may be obtained from the Public Reference Section, Securities and Exchange Commission, 100 F Street, NW, Washington, D.C. 20549 upon payment of the prescribed fees. You may obtain information on the operation of the Public Reference Room by calling the SEC at l.800.SEC.0330. The SEC maintains a Website that contains reports, proxy and information statements and other information regarding registrants that file electronically with it. The address of the SEC’s Website is http://www.sec.gov.
1


  FORWARD LOOKING STATEMENTS
 
There are statements in this registration statement that are not historical facts. These “forward-looking statements” can be identified by use of terminology such as “believe,” “hope,” “may,” “anticipate,” “should,” “intend,” “plan,” “will,” “expect,” “estimate,” “project,” “positioned,” “strategy” and similar expressions. You should be aware that these forward-looking statements are subject to risks and uncertainties that are beyond our control. Although management believes that the assumptions underlying the forward looking statements included in this registration statement are reasonable, they do not guarantee our future performance, and actual results could differ from those contemplated by these forward looking statements. The assumptions used for purposes of the forward-looking statements specified in the following information represent estimates of future events and are subject to uncertainty as to possible changes in economic, legislative, industry, and other circumstances. As a result, the identification and interpretation of data and other information and their use in developing and selecting assumptions from and among reasonable alternatives require the exercise of judgment. To the extent that the assumed events do not occur, the outcome may vary substantially from anticipated or projected results, and, accordingly, no opinion is expressed on the achievability of those forward-looking statements. In light of these risks and uncertainties, there can be no assurance that the results and events contemplated by the forward-looking statements contained in this registration statement will in fact transpire. You are cautioned to not place undue reliance on these forward-looking statements, which speak only as of their dates. We do not undertake any obligation to update or revise any forward-looking statements unless required by applicable laws or regulations.
 
2






Table of Contents
For Form 10
Of
Gryphon Resources, Inc.

 
Page
 
Item 1.
Business
4
 
 
 
Item 1A.
Risk Factors
 4
 
 
 
Item 2.
Financial Information
 4
 
 
 
Item 3.
Properties
 8
 
 
 
Item 4.
Security Ownership of Certain Beneficial Owners and Management
9
 
 
 
Item 5.
Directors and Officers
 9
 
 
 
Item 6.
Executive Compensation
10
 
 
 
Item 7.
Certain Relationships and Related Transactions, and Director Independence
10
 
 
 
Item 8.
Legal Proceedings
11 
 
 
 
Item 9.
Market Price of and Dividends on the Registrant’s Common Equity and Related Stockholder Matters
11
 
 
 
Item 10.
Recent Sales of Unregistered Securities
12
 
 
 
Item 11.
Description of Registrant’s Securities to be Registered
12
 
 
 
Item 12.
Indemnification of Directors and Officers
13
 
 
 
Item 13.
Financial Statements and Supplementary Data
13
 
 
 
Item 14.
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
13
 
 
 
Item 15.
Exhibits, Financial Statement Schedules
13

3

 
Gryphon Resources, Inc.
INFORMATION REQUIRED IN REGISTRATION STATEMENT

 
Item 1. Business.

Organizational History.

Gryphon Resources, Inc. (“Gryphon”, “We”, or the “Company”) was incorporated in the State of Nevada on January 16, 2006 under the name Gryphon Oil & Gas, Inc. On March 22, 2007, our name was changed to Gryphon Resources, Inc. to more accurately reflect the nature of our operations. At the time of the filing of our initial registration statement on Form SB-2 with the Securities & Exchange Commission (the “SEC” or “Commission”) on or about April 25, 2007 our primary business focus was acquiring and exploring properties for the existence of commercially viable deposits of gold in Canada. On April 28, 2008 we incorporated a Turkish company named APM Madencilik Sanayi Ve Ticaret Limited Sirketi. (“APM”) as a 99% owned subsidiary. Thereafter, In July, 2010, we re-focused our operations and began mineral exploration in Arizona, USA and on September 27, 2010, sold our entire shareholdings in APM to an unrelated third party and ceased all operations in Turkey.  Thereafter focused on mineral exploration and continued exploring for gold, silver and copper-porphyry; and lithium on two different properties in the State of Arizona, USA. Following the filing of our Information Statement on May 15, 2009 with the Commission on DEF Schedule 14C, on May 26, 2009 we amended or Articles of Incorporation to increase our common stock from 100 million shares to 400 million shares, $0.001 par value, authorized for issuance. On May 3, 2012 prior management filed a termination of our registration statement on Form 15-12G pursuant to Rule 12g-4(a)1 and our termination went effective 90 days later on August 1, 2012 then on May 4, 2012 the Company was dissolved at the Nevada Secretary of State’s office and on August 28, 2018, its corporate charter was reinstated.   On February 21, 2018, one of the Company’s shareholders made a motion and application to be appointed as custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’ meeting in over 6 years otherwise keep current in its obligations to the Company.  Upon motion and application to the District Court, Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed as custodian for the Company (“Custodian”). As Custodian of the Company, the shareholder was ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada; to reinstate the Company in the State of Nevada and the Custodian is complying with the Court Order and will be filing a motion for termination of the Custodian which will be followed by an Order from the Court terminating the Custodian and acknowledging that the Custodian has complied with all of the requirements listed by the Court in its Order for Appointment. The Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the Company and its shareholders. A Copy of the Order Appointing the Custodian is furnished with this Registration Statement as Exhibits 99.1.   The Company has since been seeking a merger target and has been evaluating various opportunities.

Our Business
 
The Company is currently attempting to locate and negotiate with an eligible target company or companies and to acquire an interest in it/them by way of a share exchange or reverse merger. In addition to acquiring an interest in it/them, the Company may assist any such target company or companies with raising capital, as necessary, and offer such target(s) with managerial assistance as may be needed to help the combined enterprise to succeed.
Employees
As of the date of this registration statement filed on Form 10, we have no employees.
 
Item 1A. Risk Factors.
 
We are a smaller reporting company and therefore not required to provide this information in our Form 10 registration statement.
 
Item 2. Financial Information.
 
Selected Financial Information

We are a smaller reporting company and therefore not required to provide this information in our Form 10 registration statement.
4


Management’s Discussion and Analysis of Financial Condition and Results of Operation.

Overview
 
The following discussion and analysis of our financial condition and results of operations (“MD&A”) should be read in conjunction with our financial statements and the accompanying notes to the financial statements included in this Form 10-K.
 
The MD&A is based on our financial statements, which have been prepared in accordance with U.S. GAAP. The preparation of these financial statements requires us to make estimates and judgments that affect the reported amounts of assets, liabilities and expenses and related disclosure of contingent assets and liabilities. Management bases its estimates on historical experience and on various other assumptions that are believed to be reasonable under the circumstances, the results of which form the basis for making judgments about the carrying values of assets and liabilities that are not readily apparent from other sources. Actual results may differ from these estimates under different assumptions or conditions .
 
Background
 
We are not currently engaged in any business operations. We are, however, in the process of attempting to identify, locate, and if warranted, acquire a new target company with attractive commercial opportunities.

No revenue has been generated by the Company. It is unlikely the Company will have any revenues unless it is able to effect an acquisition or merger with an operating company, of which there can be no assurance. The Company’s plan of operation for the remainder of the fiscal year shall be to continue its efforts to locate suitable acquisition candidates. Our principal business objective for the next 12 months and beyond such time will be to achieve long-term growth potential through a combination with a business rather than immediate, short-term earnings. The Company will not restrict our potential candidate target companies to any specific business, industry or geographical location and, thus, may acquire any type of business.
 
The Company does not currently engage in any business activities that provide cash flow. The costs of investigating and analyzing business combinations for the next 12 months and beyond such time will be paid with funds to be loaned to or invested in us by our stockholders, management or other investors.
 
During the next 12 months we anticipate incurring costs related to:
 
 
(i)
filing of Exchange Act reports, and
 
 
 
 
(ii)
investigating, analyzing and consummating an acquisition.
 

We believe we will be able to meet these costs through use of funds to be loaned by or invested in us by our stockholders, management or other investors. There are no assurances that such funds will be advanced or that the Company will be able to secure any additional funding as needed.

Results of Operations
 
Years Ended September 30, 2018 and September 30, 2017

The professional fees were $17,489 and $0, in the years ended September 30, 2018 and September 30, 2017, respectively. This was due to an increase in business operations in 2018 as the Company prepared to meet reporting obligations in anticipation of filing this Form 10 as well as bringing its obligations current. General & Administrative expenses were $7,605 and $0, for the years ended September 30, 2018 and September 30, 2017, respectively.

The interest expense of $5,955 for the year ended September 30, 2018 was related to a beneficial conversion feature for a convertible note payable that the Company issued on that date. On September 2018 we received funding from issuing $5,955 in a convertible note payable to a legal custodian of the company. The note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. As of September 30, 2018, $5,955 of the principal balance remained outstanding on the note payable and $0. In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2018.

Net cash used in operating activities was $5,955 for the year ended September 30, 2018, compared to net cash used in operating activities of $0 for the previous year ended September 30, 2017. Based on our current level of expenditures, additional funding is required to cover our operations for at least the next twelve months.  The company is in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities.

Liquidity and Capital Resources - Years Ended September 30, 2018 and September 30, 2017


As of the year ended September 30, 2018, we had an accumulated deficit of $715,878 and cash and cash equivalents of $0. In the year ended September 30, 2017, we had an accumulated deficit of $684,829 and cash and cash equivalents of $0.
5


In September 2018, the Company incurred a related party payable in the amount of $3,000 to an entity related to the legal custodian of the Company for professional fees . As of September 30, 2018, a balance of $3,000 remained outstanding.

On September 2018 we received funding from issuing $5,955 in a convertible note payable to a legal custodian of the company.. The note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. As of September 30, 2018, $5,955 of the principal balance remained outstanding on the note payable and $0.

In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2018.
 
Six Months Ended March 31, 2019 and March 31, 2018

The professional fees were $12,008 and $1,484, in the six months ended March 31, 2019 and March 31, 2018, respectively. This was due to an increase in business operations in 2019. General & Administrative expenses were $1,083 and $0 for the six months ended March 31, 2019 and March 31, 2018, respectively.

The interest expense of $15,206 for the six months ended March 31, 2019 was related to a beneficial conversion feature for a convertible note payable that the Company issued on that date and accrued interest on the note. In October 2018 and January 2019 we received funding from issuing $5,000 and $10,000, respectively, in convertible notes payable to a legal custodian of the company. The notes bear interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. As of March 31, 2019, $0 of the principal balance and accrued interest remained outstanding on the note payable. In connection with the above note, the Company recognized a beneficial conversion feature of $15,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the six months ended March 31, 2019.

Net cash used in operating activities was $21,794 for the six months ended March 31, 2019, compared to net cash used in operating activities of $0 for the previous six months ended March 31, 2018. Based on our current level of expenditures, additional funding is required to cover our operations for at least the next twelve months.  The company is in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities.

Liquidity and Capital Resources - Six Months Ended March 31, 2019 and March 31, 2018

As of the six months ended March 31, 2019, we had an accumulated deficit of $744,175 and cash and cash equivalents of $0. In the year ended September 30, 2018, we had an accumulated deficit of $715,878 and cash and cash equivalents of $0.

In September 2018 – March 2019, the Company incurred a related party payable in the amount of $4,000 to an entity related to the legal custodian of the Company for professional fees.  As of March 31, 2019, this balance was converted into a promissory note payable, bearing interest at an annual rate of 10% .

In September 30, 2018 – December 2018, the Company issued $10,955 in convertible notes payable to an entity related to the legal custodian of the Company. These notes bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. As of March 31, 2019, $0 of the principal balance and $0 accrued interest is outstanding on the note payable.

In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2018.

In connection with the above note, the Company recognized a beneficial conversion feature of $5,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the six months ended March 31, 2019.

In January 2019, the Company issued a $10,000 in a convertible note payable to an entity related to the legal custodian of the Company. These notes bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. As of March 31, 2019, $0 is outstanding in principal and accrued interest.

In connection with the above note, the Company recognized a beneficial conversion feature of $10,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the six months ended March 31, 2019.
6


In January 2019, 150,000,000 million shares were issued in exchange for the cancellations of debt, $21,161 in convertible notes payable and accrued interest to an entity related to the legal custodian of the Company.

In March 2019, the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to entities related to the legal custodian of the Company. These notes bear interest at an annual rate of 10% and are payable on demand.
Other Contractual Obligations
 
As of the year ended September 30, 2018, we do not have any contractual obligations other than the $5,955 convertible note payable to a legal custodian of the company and related accrued interest on this note of $0. As of the six months ended March 31, 2019, we do not have any contractual obligations other than the $6,794 in promissory notes payable to a legal custodian of the company and related accrued interest on this note of $0.
 
Off-Balance Sheet Arrangements
 
We have no off-balance sheet arrangements.
 
Recently Issued Accounting Pronouncements
We review new accounting standards as issued. Although some of these accounting standards issued or effective after the end of our previous fiscal year may be applicable to the Company, we have not identified any standards that we believe merit further discussion. We do not expect the adoption of any recently issued accounting pronouncements to have a significant impact on our financial position, results of operations, or cash flows. 

Going Concern

We have not attained profitable operations and are dependent upon the continued financial support from our shareholders, the ability to raise equity or debt financing, and the attainment of profitable operations from our future business. These factors raise substantial doubt regarding our ability to continue as a going concern .
 
Our ability to continue as a going concern is dependent upon our ability to generate future profitable operations and/or to obtain the necessary financing to meet our obligations and repay our liabilities arising from normal business operations when they come due. Our ability to continue as a going concern is also dependent on our ability to find a suitable target company and enter into a possible reverse merger with such company. Management’s plan includes obtaining additional funds by equity financing through a reverse merger transaction and/or related party advances; however there is no assurance of additional funding being available.
 
The Company, as of the date of this filing had approximately $0 in cash and has not earned any revenues from operations to date. In the previous two fiscal years our expenses were $25,094 and $0 respectively, consisting primarily of professional fees, administrative expenses and filing fees. The ongoing expenses of the Company will be related to seeking out a suitable acquisition as well as mandatory filing requirements including our reporting requirements under the Securities Exchange Act of 1934 upon effectiveness of this registration statement.
 
The Company continues to rely on borrowings and financings either arranged by the Company’s President or through entities controlled by the President.  In the next 12 months we expect to incur expenses equal to approximately $20,000 related to legal, accounting, audit, and other professional service fees incurred in relation to the Company’s Exchange Act filing requirements. The costs related to the acquisition of a business combination target company vary widely and are dependent on a variety of factors including, but not limited to, the amount of time it takes to complete a business combination, the location of the target company, the size and complexity of the business of the target company, whether stockholders of the Company prior to the transaction will retain equity in the Company, the scope of the due diligence investigation required, the involvement of the Company’s auditors in the transaction, possible changes in the Company’s capital structure in connection with the transaction, and whether funds may be raised contemporaneously with the transaction. Therefore, we believe such costs are unascertainable until the Company identifies a business combination target. These conditions raise substantial doubt about our ability to continue as a going concern. The Company is currently devoting its efforts to locating merger candidates. The Company’s ability to continue as a going concern is dependent upon our ability to develop additional sources of capital, locate and complete a merger with another company, and ultimately, achieve profitable operations.
 
The Company may consider a business which has recently commenced operations, is a developing company in need of additional funds for expansion into new products or markets, is seeking to develop a new product or service, or is an established business which may be experiencing financial or operating difficulties and is in need of additional capital. Our management believes that the public company status that results from a combination with the Company will provide such company greater access to the capital markets, increase its visibility in the investment community, and offer the opportunity to utilize its stock to make acquisitions. There is no assurance that we will in fact have access to additional capital or financing as a public company. In the alternative, a business combination may involve the acquisition of, or merger with, a company which does not need substantial additional capital, but which desires to establish a public trading market for its shares, while avoiding, among other things, the time delays, significant expense, and loss of voting control which may occur in a public offering.
7

Our officers and directors have not had any preliminary contact or discussions with any representative of any other entity regarding a business combination with us. Any target business that is selected may be a financially unstable company or an entity in its early stages of development or growth, including entities without established records of sales or earnings. In that event, we will be subject to numerous risks inherent in the business and operations of financially unstable and early stage or potential emerging growth companies. In addition, we may effect a business combination with an entity in an industry characterized by a high level of risk, and, although our management will endeavor to evaluate the risks inherent in a particular target business, there can be no assurance that we will properly ascertain or assess all significant risks.
 
Our management anticipates that it will likely be able to effect only one business combination, due primarily to our limited financing and the dilution of interest for present and prospective stockholders, which is likely to occur as a result of our management’s plan to offer a controlling interest to a target business in order to achieve a tax-free reorganization. This lack of diversification should be considered a substantial risk in investing in us, because it will not permit us to offset potential losses from one venture against gains from another.
 
The Company anticipates that the selection of a business combination will be complex and extremely risky. While the Company is in a competitive market with a small number of business opportunities, through information obtained from industry professionals including attorneys, investment bankers, and other consultants with experience in the reverse merger industry, our management believes that there are opportunities for a business combination with firms seeking the perceived benefits of becoming a publicly traded corporation. Such perceived benefits of becoming a publicly traded corporation include, among other things, facilitating or improving the terms on which additional equity financing may be obtained, providing liquidity for the principals of and investors in a business, creating a means for providing incentive stock options or similar benefits to key employees, and offering greater flexibility in structuring acquisitions, joint ventures and the like through the issuance of stock. Potentially available business combinations may occur in many different industries and at various stages of development, all of which will make the task of comparative investigation and analysis of such business opportunities extremely difficult and complex.

We do not currently intend to retain any entity to act as a “finder” to identify and analyze the merits of potential target businesses.
 
We have not established a specific timeline nor have we created a specific plan to identify an acquisition target and consummate a business combination. We expect that our management and the Company, through its various contacts and affiliations with other entities will locate a business combination target. We expect that funds in the amount of approximately $20,000 will be required in order for the Company to satisfy its Exchange Act reporting requirements during the next 12 months, in addition to any other funds that will be required in order to complete a business combination. Such funds can only be estimated upon identifying a business combination target. Our management and stockholders have indicated an intent to advance funds on behalf of the Company as needed in order to accomplish its business plan and comply with its Exchange Act reporting requirements, however, there are no agreements in effect between the Company and our management or stockholders specifically requiring they provide any funds to the Company. Therefore, there are no assurances that the Company will be able to obtain the required financing as needed in order to consummate a business combination transaction.
 
 
Item 3. Properties.
 
The Company neither rents nor owns any properties. The Company utilizes the office space and equipment of its President at no cost. Given the limited need of the Company, management believes that the office space is more than suitable and adequate. The Company currently has no policy with respect to investments or interests in real estate, real estate mortgages or securities of, or interests in, persons primarily engaged in real estate activities.
8

Item 4. Security Ownership of Certain Beneficial Owners and Management.
 
Principal Stockholders

The following table sets forth, as of March 31, 2019, the number of shares of Common Stock owned of record and beneficially by executive officers, directors and persons who beneficially own more than 5% of the outstanding shares of Common Stock of the Company.

Beneficial Owner
 
Number of  Shares Beneficially Owned
 
Percent
  Alden Worldwide, Inc.
 
 
 18,700,000
     
6.98%
Allan Muller
   
48,750,000
     
18.21%
Tourmeline Ventures, Inc.
   
150,000,000
     
56.04%
Named Executive Officers and Directors:
             
Anthony Lombardo, Chief Executive Officer, Secretary and Director
 
 
0
     
0%
All executive officers and directors as a group (1 person)
   
0
     
0%
               

   
  Item 5. Directors and Executive Officers.

Our Board of Directors
 
The following table sets forth information regarding our current directors and each director nominee, as of March 31, 2019.

Name
 
Position
 
Age
 
Director Since
Anthony Lombardo*
 
Director
 
58
 
2018

*The address for Mr. Lombardo is 3512 Desert Mesa Road, Roanoke, TX 76262

Anthony Lombardo

Anthony Lombardo ,   58, Serves as our sole member of the board of directors, Chief Executive Officer, Chief Financial Officer and Secretary.  He has served in these positions since being appointed by the Custodian following the judicial appointment of Custodial Management, LLC as the Company’s Custodian in February 2018. Prior to joining Gryphon Resources, Inc., from January 2018 until the present, Mr. Lombardo has served as the General Sales Manager in charge of selling pre-owned vehicles for Clebourne Auto Ranch. Prior to joining Clebourne Auto Ranch, from  January 1, 2015 through January 2018, he was in charge of day to day sales of used vehicles for Novak Motors where he managed a staff of 7 sales personnel and sold an average of 120-240 cars per month.

Our Executive Officers
 
We designate persons serving in the following positions as our named executive officers: our chief executive officer, chief financial officer. The following table sets forth information regarding our executive officers as of March 31, 2019
 
Name
 
Principal Occupation
 
Age
 
Officer Since
Anthony Lombardo
 
Chief Executive Officer, Chief Financial Officer
 and Secretary
 
58
 
2018
             
 Anthony Lombardo ’s biographical summary is included under “Our Board of Directors.”
9

Item 6. Executive Compensation.
 
Summary Compensation Table
The following table sets forth information concerning the compensation of our principal executive officer, our principal financial officer and each of our other executive officers during 2018 and 2017

 
. Name and Principal Position
Fiscal
Year
 
Salary
($)
 
Bonus
($)
 
Stock
Awards
($)
 
Option
Awards
($)
 
Nonequity
Incentive
Plan
Compen-
sation ($)
 
Non-
Qualified
Deferred
Compen-
sation
Earnings
($)
 
All
Other
Compen-
sation
($)
 
Total
($)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Anthony Lombardo
2017
 
$
0
 
$
0
 
$
 0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
(Principal Chief Executive Officer, Chief Financial Officer, Secretary and Director)
2018
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
$
0
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 

Employment Agreements
 
The Company does not have employment agreements with any of its officers or directors and there are no other employees.

Directors Compensation
 
No director received compensation for services rendered in any capacity to us during the fiscal years ended September 30, 2017 and September 30, 2018.
 
Indemnification of Directors and Officers
 
Our Articles of Incorporation, as amended and restated, and our Bylaws provide for mandatory indemnification of our officers and directors, except where such person has been adjudicated liable by reason of his negligence or willful misconduct toward the Company or such other corporation in the performance of his duties as such officer or director. Our Bylaws also authorize the purchase of director and officer liability insurance to insure them against any liability asserted against or incurred by such person in that capacity or arising from such person's status as a director, officer, employee, fiduciary, or agent, whether or not the corporation would have the power to indemnify such person under the applicable law.
 
Compensation Committee Interlocks and Insider Participation
 
We have not established a compensation committee. We are not currently subject to any law, rule or regulation requiring that we establish a compensation committee.

Item 7. Certain Relationships and Related Transactions.

 Other than as described herein, none of our directors or executive officers, nor any person who beneficially owns, directly or indirectly, shares carrying more than five percent of the voting rights attached to all of our outstanding shares, nor any members of the immediate family (including spouse, parents, children, siblings, and in- laws) of any of the foregoing persons has any material interest, direct or indirect, in any transaction over the last two years or in any presently proposed transaction which, in either case, has or will materially affect us.

We do not have a specific policy or procedure for the review, approval, or ratification of any transaction involving related persons. We historically have sought and obtained funding from officers, directors, and family members as these categories of persons are familiar with our management and often provide better terms and conditions than we can obtain from unassociated sources. Also, we are so small that having specific policies or procedures of this type would be unworkable.
10

Item 8. Legal Proceedings.

On February 21, 2018, one of the Company’s shareholders made a motion and application to be appointed as custodian of the Company based on prior management abandoning its responsibilities to continue making filings at the Nevada Secretary of State’s office and for failing to hold a shareholders’ meeting in over 6 years and otherwise failing to keep current in its obligations to the Company.  Upon motion and application to the District Court, Clark County Nevada, the Court granted the shareholder’s request and the shareholder was appointed as custodian for the Company (“Custodian”). As Custodian of the Company, the shareholder was ordered to file an amendment to the Company’s articles of incorporation which was filed in conformity with N.R.S. 78.347(4) and the shareholder was ordered to have the Company’s charter reinstated in Nevada, to notice and hold a shareholder meeting; to provide a report to the Court of the actions taken at the shareholder meeting; to identify and name a new registered agent in the State of Nevada; to reinstate the Company in the State of Nevada; and the Custodian. In addition to the aforementioned items set forth in the Order Appointing the Custodian, the Custodian was given the power and authority to take any action it deemed reasonable and for the benefit of the Company and its shareholders.  The Custodian is now in the process of meeting all of the requirements set forth in the Court Order and filing a motion to terminate its services.  Upon granting the motion, the Court will issue an Order acknowledging that the Custodian has performed all of the duties that had been required of it and the management of the Company will revert exclusively to the officers and directors appointed by the Custodian. A Copy of the Order Appointing the Custodian is furnished with this Registration Statement as Exhibits 99.1.
 
There were no other legal proceedings threatened or otherwise.
Item 9. Market Price of, and Dividends on, the Registrant’s Common Equity and Related Stockholder Matters.
 
(a) Market Information
 
Our common stock trades on the OTC PINK Exchange under the ticker symbol “GRYO” The following table sets forth, for the periods indicated, the high and low closing sales prices of our common stock (where the end of the quarter was on a weekend or holiday and in cases where there was otherwise no trading activity, the high and low prices nearest and prior to the date have been used):

FISCAL YEAR ENDED SEPTEMBER 30, 2017:
 
High
 
 
Low
 
June 30, 2017
 
$
0.0010
 
 
$
0.0010
 
September 30, 2017
 
$
0.0006
 
 
$
0.0006
 
December 31. 2017
 
$
0.0022
 
 
$
0.0017
 
March 31, 2018
 
$
0.0040
 
 
$
0.0040
 
 
 
 
 
 
 
 
 
 
FISCAL YEAR ENDED SEPTEMBER 30, 2018:
 
 
 
 
 
 
 
 
June 30, 2018
 
$
0.0031
 
 
$
0.0031
 
September 30, 2018
 
$
0.0048
 
 
$
0.0038
 
December 31, 2018
 
$
0.0055
 
 
$
0.0032
 
March 31, 2019
 
$
0.0084
 
 
$
0.0061
 

(b) Holders

As of June 7, 2019, there were approximately 8 holders of record of our common stock, not including holders who hold their shares in street name and as of the same date 47.899.925 shares are held in “street name,” largely from the Company’s initial registration.

(c) Dividends
 
The Company has never declared or paid any cash dividends. It is the present policy of the Company to retain earnings to finance the growth and development of the business and, therefore, the Company does not anticipate paying dividends on its Common Stock in the foreseeable future.

(d) Equity Compensation Plan Information
The Company does not currently have an equity compensation plan but intends to adopt one in the future. In lieu of an equity compensation plan the Company has granted shares of restricted stock to its officers, directors and others for services periodically and as part of some of the officers’ employment agreements.
(e) Information Related to Outstanding Shares

As of June 7, 2019 there were 267,675,000 shares of our common stock issued and outstanding.
 
All of our issued and outstanding common shares (of which 0 shares are owned by officers, directors) were issued  and have been paid for and held for a period in excess of six months and are eligible to be resold pursuant to Rule 144 promulgated under the Securities Act when the Company has been reporting for 1 year and has ceased being a “shell company” as defined by Rule 144(i)..
11

 
The resale of our shares of common stock owned by officers, directors and affiliates is subject to the volume limitations of Rule 144. In general, Rule 144 permits our affiliate shareholders who have beneficially-owned restricted shares of common stock for at least six months to sell without registration, within a three-month period, a number of shares not exceeding one percent of the then outstanding shares of common stock. Furthermore, if such shares are held for at least six months by a person not affiliated with the company (in general, a person who is not one of our executive officers, directors or principal shareholders during the three month period prior to resale), such restricted shares can be sold without any volume limitation, provided all of the other requirements for resale under Rule 144 are applicable.
Item 10. Recent Sales of Unregistered Securities.
 
During the Company’s 2018 and 2017 fiscal years ending September 30 th , the Company had no sales of unregistered securities: In January 2019, the Company issued 150,000,000 shares in connection with the conversion of certain notes payable entered into with the custodian for advances made by the custodian bringing the Company in compliance with its filing obligations, consistent with the Court Order appointing the Custodian.

Note that due to the price differential between the conversion price on certain notes and the most recent market prices, the Company’s auditor required it to take one time non-cash charges deemed “beneficial conversions” despite the fact that no conversions had taken place.  This is simply an accounting convention designed to capture the expense to a Company for issuing shares below deemed market value, notwithstanding the fact that there was an extremely limited market for the Company’s common stock when the convertible notes were entered into and the fact that the shares were not actually issued at the time.
Item 11. Description of Registrant’s Securities to be Registered.
 
DESCRIPTION OF SECURITIES
 
The authorized capital stock of Gryphon Resources, Inc. consists of 400,000,000 shares of Common Stock, $0.001 par value per share (the “Common Stock”), As of March 31, 2019 there were 267,675,000 shares of Common Stock issued and outstanding and no shares of Preferred Stock issued and outstanding.
 
The following description of certain matters relating to Gryphon Resources, Inc. securities is a summary and is qualified in its entirety by the provisions of Gryphon Resources, Inc. Articles of Incorporation, the Amendments to the Articles of Incorporation and Bylaws.
  Common Stock
 
The holders of our common stock are entitled to one vote per share on all matters submitted to a vote of our stockholders. The holders of the common stock have the sole right to vote, except as otherwise provided by law, by our articles of incorporation, or in a statement by our board of directors in a Preferred Stock Designation.
 
In addition, such holders are entitled to receive ratably such dividends, if any, as may be declared from time to time by our board of directors out of legally available funds.

The holders of the common stock do not have cumulative voting rights or preemptive rights to acquire or subscribe for additional, unissued or treasury shares in accordance with the laws of the State of Nevada. Accordingly, the holders of more than 50 percent of the issued and outstanding shares of the common stock voting for the election of directors can elect all of the directors if they choose to do so, and in such event, the holders of the remaining shares of the common stock voting for the election of the directors will be unable to elect any person or persons to the board of directors. All outstanding shares of the common stock are fully paid and nonassessable.
 
The laws of the State of Nevada provide that the affirmative vote of a majority of the holders of the outstanding shares of our common stock and is required to authorize any amendment to our articles of incorporation, any merger or consolidation of Gryphon Resources, Inc. with any corporation, or any liquidation or disposition of any substantial assets of Gryphon Resources, Inc..
 
Preferred Stock
 
The Company has no authorized shares of Preferred Stock..

Options
 
The Company has not issued any options to purchase shares of its common stock, although it may establish a qualified option plan at some point in the future.
12

Item 12. Indemnification of Directors and Officers.
 
Our articles provide to the fullest extent permitted by Nevada law, that our directors or officers shall not be personally liable to the Company or our stockholders for damages for breach of such director’s or officer’s fiduciary duty.  The effect of this provision of our articles is to eliminate our rights and the rights of our stockholders (through stockholders’ derivative suits on behalf of the Company) to recover damages against a director or officer for breach of the fiduciary duty of care as a director or officer (including breaches resulting from negligent or grossly negligent behavior), except under certain situations defined by statute.  We believe that the indemnification provisions in our articles are necessary to attract and retain qualified persons as directors and officers.
 
Nevada corporate law provides that a corporation may indemnify a director, officer, employee or agent made a party to an action by reason of that fact that he was a director, officer employee or agent of the corporation or was serving at the request of the corporation against expenses actually and reasonably incurred by him in connection with such action if he acted in good faith and in a manner he reasonably believed to be in, or not opposed to, the best interests of the corporation and with respect to any criminal action, had no reasonable cause to believe his conduct was unlawful.

Item 13. Financial Statements and Supplementary Data.

 
Report of Independent Registered Public Accounting Firm
 
 
 
 
 
 
 
 
 
Balance Sheets
 
 
 
 
 
 
 
 
 
Statements of Operations
 
 
 
 
 
 
 
 
 
Statements of Stockholders' Deficit
 
 
 
 
 
 
 
 
 
Statements of Cash Flows
 
 
 
 
 
 
 
 
 
Notes to the Financial Statements
 
 
 
 
 
The financial statements required to be included in this registration statement appear at the end of the registration statement beginning on page F-1. (see Item 15).


Item 14. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
 
There are not and have not been any disagreements between us and our accountants on any matter of accounting principles, practices or financial statement disclosure.

Item 15. Financial Statements and Exhibits.
 
(a)
Financial Statements
 
See the financial statements annexed to this Registration Statement which financial statements are incorporated herein by reference.
 
(b)
Exhibits
 
See below.
 
The following documents are filed as exhibits hereto:
 
Exhibit Number
 
Exhibit Description
 
 
 
 
3.1.1
 
Articles of Incorporation*
 
 
 
 
 
3.1.2
 
3.1.3
 
3.1.4
 
Amendment of Articles-Changing Name*
 
Amendment of Articles-Increasing Authorized Shares*
 
Amendment of Articles-By Custodian*
 
 
 
 
 
3.2
 
Bylaws of Gryphon Resources, Inc.*
 
 
 
 
 
23.1
 
99.1
 
 
Consent *
 
Order Appointing Custodian*
 
 
________________


*
Filed herewith.
 
13


SIGNATURES
 
Pursuant to the requirements of Section 12 of the Securities Exchange Act of 1934, the registrant has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
GRYPHON RESOURCES, INC.
 
 
By:
 
/s/ Anthony Lombardo
 
 
Name: Anthony Lombardo
Title: President and Director
Date:  July 3, 2019
 
 
14

Boyle CPA, LLC
Certified Public Accountants & Consultants                                                       

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
 
To the Shareholders and
Board of Directors of Gryphon Resources, Inc.

Opinion on the Financial Statements

We have audited the accompanying balance sheets of Gryphon Resources, Inc. (the “Company”) as of September 30, 2018 and 2017, the related statements of operations, stockholder’s deficit, and cash flows for each of the years in the two-year period ended September 30, 2018, and the related notes (collectively referred to as the “financial statements”).   In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of September 30, 2018 and 2017, and the results of its operations and its cash flows for each of the years in the two-year period ended September 30, 2018, in conformity with accounting principles generally accepted in the United States of America.

Basis of Opinion

These financial statements are the responsibility of the Company’s management.  Our responsibility is to express an opinion on the Company’s financial statements based on our audit.  We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (“PCAOB”) and are required to be independent with respect to the Company in accordance with U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.

We conducted our audits in accordance with standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to fraud or error. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting.  As part of our audit we are required to obtain an understanding of internal control over financial reporting but not for the purpose of expressing and opinion on the effectiveness of the Company’s internal control over financial reporting.  Accordingly, we express no such opinion.

Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks.  Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audit provides a reasonable basis for our opinion.

Substantial Doubt About the Company’s Ability to Continue as a Going Concern

As discussed in Note 2 to the financial statements, the Company’s lack of revenues, accumulated deficit and inability to generate positive cash flows raise substantial doubt about its ability to continue as a going concern for one year from the issuance of these financial statements. Management’s plans are also described in Note 2. The financial statements do not include adjustments that might result from the outcome of this uncertainty.

/s/ Boyle CPA, LLC

We have served as the Company’s auditor since 2018

Bayville, NJ
July 3, 2019
 
361 Hopedale Drive SE                                                                                                                                                                                                                                                             P (732) 822-4427
Bayville, NJ 08721                                                                                                                                                                                                                                                                    F (732) 510-0665
 

15

  Gryphon Resources, Inc.
           
  BALANCE SHEETS
           
             
   
September 30,
    September 30,
 
   
2018
   
2017
 
ASSETS
           
  Current Assets:
           
  Cash
 
$
-
   
$
-
 
  Total Current Assets
   
-
     
-
 
                 
TOTAL ASSETS
 
$
-
   
$
-
 
                 
                 
                 
LIABILITIES & STOCKHOLDER'S DEFICIT
               
  Current Liabilities:
               
  Accounts Payable
 
$
16,139
   
$
-
 
  Accounts Payable - Related Party
   
3,000
     
-
 
  Notes Payable - Related Party
   
5,955
     
-
 
                 
  Total Current Liabilities
   
25,094
     
-
 
                 
  Total Liabilities
   
25,094
         
                 
  Stockholder's Deficit
               
  Common Stock, par value $0.001,
               
      400,000,000 shares Authorized,  117,675,000 shares Issued and
               
      Outstanding at September 30, 2018 and September 30, 2017
   
117,675
     
117,675
 
  Additional Paid-In Capital
   
573,109
     
567,154
 
  Accumulated Deficit
   
(715,878
)
   
(684,829
)
                 
  Total Stockholder's Deficit
   
(25,094
)
   
-
 
                 
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
 
$
-
   
$
-
 
                 
The accompanying notes are an integral part of these audited financial statements
         
                 
16


                                                                                                     Gryphon Resources, Inc.      
                                                      STATEMENTS OF OPERATIONS
     
       
 
   For the Year
 Ended  
 
       September
  30,  
 
2018
2017
 
       
Revenues:
     
       
Expenses:
     
    Professional fees
 
17,489
 
-
 
   General and administrative expense
 
7,605
 
-
 
 Total Operating Expenses
 
25,094
 
-
 
           
 Operating Loss
 
(25,094
 
-
 
           
Other  Expense
         
Interest expense
 
5,955
 
-
 
           
 Net Loss
 
(31,049
 
-
 
           
 Basic & Diluted Loss per Common Share
$
(0.00
$
-
 
           
 Weighted Average Common Shares
         
 Outstanding
 
117,675,000
 
117,675,000
 
           
The accompanying notes are an integral part of these audited financial statements
 

17

 
                                                   Gryphon Resources, Inc.              
                                                  STATEMENT OF STOCKHOLDERS' DEFICIT
             
   
Common Stock
                   
   
Shares
 
Par Value
   
Additional Paid-In Capital
   
Accumulated Deficit
   
Total Stockholders' Deficiency
 
                             
Balance as of September 30, 2016
   
117,675,000
 
$
117,675
   
$
567,154
   
$
(684,829
)
 
$
-
 
                                       
Net Loss
   
-
   
-
     
-
     
-
     
-
 
                                       
Balance as of September 30, 2017
   
117,675,000
   
117,675
     
567,154
     
(684,829
)
 
$
-
 
                                       
Beneficial Conversion Feature
   
-
   
-
     
5,955
     
-
     
5,955
 
                                       
Net Loss
   
-
   
-
     
-
     
(31,049
)
   
(31,049
)
                                       
Balance as of September 30, 2018
   
117,675,000
 
$
117,675
   
$
573,109
   
$
(715,878
)
 
$
(25,094
)
                                       
The accompanying notes are an integral part of these audited financial statements
 

18


                         Gryphon Resources, Inc.
       
                       STATEMENT OF CASH FLOWS
       
         
         
   
       For the Year Ended
 
   
       September
  30,  
   
2018
2017
 
CASH FLOWS FROM OPERATING
       
ACTIVITIES:
       
Net Loss
 
$
(31,049
$
-
 
 Adjustments to reconcile net loss to net cash
           
 used in operating activities:
           
Benefical Conversion Feature
   
5,955
     
Changes In:
           
Accounts Payable
   
16,139
 
-
 
Accounts Payable - Related Party
   
3,000
 
-
 
Net Cash Used in Operating Activities
   
(5,955
 
-
 
             
CASH FLOWS FROM FINANCING
           
  Proceeds from Note Payable - Related Party
   
5,955
 
-
 
Net Cash Provided by Financing Activities
   
5,955
 
-
 
             
Net (Decrease) Increase in Cash
   
-
     
Cash at Beginning of Period
   
-
 
-
 
             
Cash at End of Period
 
$
-
$
-
 
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
     
Cash paid during the year for:
           
Interest
 
$
-
$
-
 
Franchise Taxes
 
$
-
$
-
 
             
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
 
None.
           
             
The accompanying notes are an integral part of these audited financial statements
 

19


GRYPHON RESOURCES, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
September 30, 2018
 
Note 1. Organization and Description of Business
  
The Company is not currently engaged in any business operations. It is, however, in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities.
 
Note 2. Going Concern Uncertainties
 
The Company has not generated any revenues, has an accumulated deficit of $715,878 as of September 30, 2018, and does not have positive cash flows from operating activities. The Company expects to incur additional losses as it continues to identify and develop new commercial opportunities. The Company will be subject to the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements.
 
The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is adequate to fund operations for at least the next twelve months.
 
Note 3.  Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with U.S. GAAP.
 
Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known
 
Cash and Cash Equivalents
 
Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.
 
 Fair Value of Financial Instruments
 
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
 
Income Taxes
 
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. 
 
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of September 30, 2018 and 2017, the Company has not recorded any unrecognized tax benefits. See Note 6. Income Taxes.
 
Segment Reporting
 
The Company’s business currently operates in one segment.
20

 
Net Loss per Share
 
The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.
 
Recently Issued Accounting Pronouncements
 
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows.
 
 
Note 4. Net Loss Per Share
 
During the years ended September 30, 2018 and 2017, the Company recorded a net loss. The Company does not have any potentially dilutive securities outstanding. Therefore, basic and diluted net loss per share is the same for those periods.
  Note 5. Related Party

In September 2018, the Company incurred a related party payable in the amount of $3,000 to an entity related to the legal custodian of the Company for professional fees . As of September 30, 2018, a balance of $3,000 remained outstanding.

On September 30, 2018, the Company issued a $5,955 in a convertible note payable to an entity related to the legal custodian of the Company. The note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. As of September 30, 2018, $5,955 of the principal balance remained outstanding on the note payable and $0.

In connection with the above note, the Company recognized a beneficial conversion feature of $5,955, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the year ended September 30, 2018.

Note 6. Income Taxes
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at September 30, 2018 and 2017 are as follows:
 
 
 
Year Ended
 
 
 
September 30,
 
 
 
2018
 
 
2017
 
Deferred tax assets:
 
 
 
 
 
 
 
 
Net operating loss carryforwards
 
$
250,557
 
 
$
250,557
 
                 
Total deferred tax assets
 
 
250,557
 
 
 
250,557
 
 
 
 
 
 
 
 
 
 
Less: valuation allowance
 
 
(250,557)
 
 
 
(250,557
)
 
 
 
 
 
 
 
 
 
Net deferred tax asset
 
$
 
 
$
 
 
The net increase in the valuation allowance for deferred tax assets was $10,867 and $0 for the years ended September 30, 2018 and 2017. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.
 
For federal income tax purposes, the Company has net U.S. operating loss carry forwards at September 30, 2018 available to offset future federal taxable income, if any, of $715,878, which will fully expire by the fiscal year ended September 30, 2038.  Accordingly, there is no current tax expense for the years ended September 30, 2018 and 2017.
21


The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.
 
The effects of state income taxes were insignificant for the years ended September 30, 2018 and 2017.

The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 34% for the years ended September 30, 2018 and 2017:
 
 
 
Year Ended
 
 
 
September 30,
 
 
 
2018
 
 
2017
 
 
 
 
 
 
 
 
Income tax benefit at statutory rate
 
$
10,867
 
 
$
-
 
Change in valuation allowance
 
 
(10,867)
 
 
 
(-)
 
 
 
$
-
 
 
$
-
 
 
The fiscal years 2012 through 2018 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
 

On December 22, 2017, the Tax Cuts and Jobs Act was enacted.  This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates.  Upon enactment, the Company’s deferred tax asset and related valuation allowance decreased by $110,223 to $150,334. As the deferred tax asset is fully allowed for, this change in rates had no impact on the Company’s financial position or results of operations.

Note 7. Subsequent Events
None.

22

  Gryphon Resources, Inc.
           
  BALANCE SHEET            
  (Unaudited)            
             
   
March 31,
   
September 30,
 
   
2019
   
2018
 
ASSETS
           
  Current Assets:
           
  Cash
 
$
-
   
$
-
 
  Total Current Assets
   
-
     
-
 
                 
TOTAL ASSETS
 
$
-
   
$
-
 
                 
                 
                 
LIABILITIES & STOCKHOLDER'S DEFICIT
               
  Current Liabilities:
               
  Accounts Payable
 
$
10,436
   
$
16,139
 
  Accounts Payable - Related Party
   
-
     
3,000
 
  Interest Payable - Related Party
   
-
     
-
 
  Notes Payable - Related Party
   
6,794
     
5,955
 
                 
  Total Current Liabilities
   
17,230
     
25,094
 
                 
  Total Liabilities
   
17,230
     
25,094
 
                 
  Stockholder's Deficit
               
  Common Stock, par value $0.001,
               
      400,000,000 shares Authorized,  267,675,000 shares Issued and
               
      Outstanding at March 31, 2019 and 117,675,000 at September 30, 2018
   
267,675
     
117,675
 
  Additional Paid-In Capital
   
459,270
     
573,109
 
  Accumulated Deficit
   
(744,175
)
   
(715,878
)
                 
  Total Stockholder's Deficit
   
(17,230
)
   
(25,094
)
                 
TOTAL LIABILITIES AND STOCKHOLDER'S DEFICIT
 
$
-
   
$
-
 
                 
The accompanying notes are an integral part of these unudited financial statements
         
                 


23


                                                 Gryphon Resources, Inc.
                   
                                                STATEMENT OF OPERATIONS
                   
                                                                                                                          (Unaudited)
                   
                         
   
For the Three Months Ended
   
For the Six Months Ended
 
   
March 31,
         
March 31,
       
   
2019
   
2018
   
2019
   
2018
 
                         
Revenues:
                       
                         
Expenses:
                       
    Professional fees
   
11,125
     
1,484
     
12,008
     
1,484
 
   General and administrative expense
   
1,083
     
-
     
1,083
     
-
 
 Total Operating Expenses
   
12,208
     
1,484
     
13,091
     
1,484
 
                                 
 Operating Loss
   
(12,208
)
   
(1,484
)
   
(13,091
)
   
(1,484
)
                                 
Other  Expense
                               
Interest expense
   
10,000
     
-
     
15,206
     
-
 
                                 
 Net Loss
 
$
(22,208
)
 
$
(1,484
)
 
$
(28,297
)
 
$
(1,484
)
                                 
Basic & Diluted Loss per Common Share
   
$
(0.00
)
 
$
(0.00
)
 
$
(0.00
)
                                 
 Weighted Average Common Shares
                               
 Outstanding
   
267,675,000
     
117,675,000
     
178,664,011
     
117,675,000
 
                                 
The accompanying notes are an integral part of these unaudited financial statements
         

24


                                           Gryphon Resources, Inc.
           
STATEMENT OF STOCKHOLDERS' DEFICIT
           
   
        Common Stock
           
   
 Shares
 
 Par Value
Additional Paid-In Capital
Accumulated Deficit
Total Stockholders' Deficiency
                     
Balance as of September 30, 2016
      117,675,000
 
 $     117,675
 
 $   567,154
 
 $           (684,829)
 
 $                      -
                     
Net Loss
 
                       -
 
                  -
 
                -
 
                          -
 
                        -
                     
Balance as of September 30, 2017
      117,675,000
 
       117,675
 
      567,154
 
              (684,829)
 
 $                      -
                     
Beneficial Conversion Feature
                     -
 
                -
 
         5,955
 
                        -
 
                  5,955
                     
Net Loss
 
                       -
 
                  -
 
                -
 
                (31,049)
 
              (31,049)
                     
Balance as of September 30, 2018
      117,675,000
 
       117,675
 
      573,109
 
              (715,878)
 
              (25,094)
                     
Beneficial Conversion Feature
                       -
 
                  -
 
        15,000
 
                          -
 
                15,000
                     
Stock Issuance for Cancellation of Debt
      150,000,000
 
       150,000
 
    (128,839)
 
                          -
 
                21,161
                     
Net Loss
 
                       -
 
                  -
 
                -
 
                (28,297)
 
              (28,297)
                     
Balance as of March 31, 2019
      267,675,000
 
 $     267,675
 
 $   459,270
 
 $           (744,175)
 
 $            (17,230)
                     
The accompanying notes are an integral part of these unaudited financial statements
                     

25


                                               Gryphon Resources, Inc.
           
                                        STATEMENT OF CASH FLOWS
           
                                                                 (Unaudited)
           
             
   
For the Six Months Ended
   
   
    March 31,
       March 31,
   
   
2019
 
2018
   
CASH FLOWS FROM OPERATING
           
ACTIVITIES:
           
Net Loss
 
 $     (28,297)
 
 $      (1,484)
   
 Adjustments to reconcile net loss to net cash
           
 used in operating activities:
           
Benefical Conversion Feature
 
          15,000
 
                 -
   
Changes In:
           
Accounts Payable
 
          (5,703)
 
          1,484
   
Accounts Payable - Related Party
 
          (3,000)
 
                 -
   
Interest Payable - Related Party
 
              206
       
Net Cash Used in Operating Activities
 
        (21,794)
 
                 -
   
             
CASH FLOWS FROM FINANCING
           
  Proceeds from Note Payable - Related Party
 
          21,794
 
                 -
   
Net Cash Provided by Financing Activities
 
          21,794
 
                 -
   
             
Net (Decrease) Increase in Cash
           
Cash at Beginning of Period
 
                  -
 
                 -
   
             
Cash at End of Period
 
 $               -
 
 $              -
   
             
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
       
Cash paid during the year for:
           
Interest
 
 $               -
 
 $              -
   
Franchise Taxes
 
 $               -
 
 $              -
   
             
SUPPLEMENTAL DISCLOSURE OF NON-CASH INVESTING AND FINANCING ACTIVITIES
150,000,000 shares of common stock were issued in exchange for a debt conversion of $21,161 due to a related party.
             
The accompanying notes are an integral part of these unaudited financial statements
   

26

  GRYPHON RESOURCES, INC.
 
 NOTES TO FINANCIAL STATEMENTS
 
March 31, 2019
 
Note 1. Organization and Description of Business
  
The Company is not currently engaged in any business operations. It is, however, in the process of attempting to identify, locate, and if warranted, acquire new commercial opportunities.
 
Note 2. Going Concern Uncertainties
 
The Company has not generated any revenues, has an accumulated deficit of $744,175 as of March  31, 2019, and does not have positive cash flows from operating activities. The Company expects to incur additional losses as it continues to identify and develop new commercial opportunities. The Company will be subject to the risks, uncertainties, and difficulties frequently encountered by early-stage companies. The Company may not be able to successfully address any or all of these risks and uncertainties. Failure to adequately do so could cause the Company’s business, results of operations, and financial condition to suffer. These conditions raise substantial doubt about the Company’s ability to continue as a going concern for a period of one year from the issuance date of these financial statements.
 
The Company’s ability to continue as a going concern is an issue due to its net losses and negative cash flows from operations, and its need for additional financing to fund future operations. Management plans to identify commercial opportunities and to obtain necessary funding from outside sources. There can be no assurance that such funds, if available, can be obtained on terms reasonable to the Company. The accompanying financial statements have been prepared assuming that the Company will continue as a going concern and do not include any adjustments that may result from the outcome of this uncertainty. Based on the Company’s current level of expenditures, management believes that cash on hand is adequate to fund operations for at least the next twelve months.
 
Note 3.  Summary of Significant Accounting Policies
 
Basis of Presentation
 
The accompanying financial statements have been prepared in accordance with U.S. GAAP.
 
Estimates
 
The preparation of financial statements in conformity with U.S. GAAP requires management to make estimates and assumptions that affect the reported amounts of assets, liabilities, and expenses during the reporting period. On an on-going basis, the Company evaluates its estimates. Actual results and outcomes may differ materially from the estimates as additional information becomes known
 
Cash and Cash Equivalents
 
Cash and cash equivalents includes highly liquid investments with original maturities of three months or less. On occasion, the Company has amounts deposited with financial institutions in excess of federally insured limits.
 Fair Value of Financial Instruments
 
The Company measures certain financial assets and liabilities at fair value based on the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants. The carrying value of cash and cash equivalents and accounts payable approximate their fair value because of the short-term nature of these instruments and their liquidity. Management is of the opinion that the Company is not exposed to significant interest or credit risks arising from these financial instruments.
 
Income Taxes
 
Deferred income tax assets and liabilities are determined based on the estimated future tax effects of net operating loss and credit carryforwards and temporary differences between the tax basis of assets and liabilities and their respective financial reporting amounts measured at the current enacted tax rates. The Company records an estimated valuation allowance on its deferred income tax assets if it is not more likely than not that these deferred income tax assets will be realized. 
 
The Company recognizes a tax benefit from an uncertain tax position only if it is more likely than not that the tax position will be sustained on examination by taxing authorities, based on the technical merits of the position. The tax benefits recognized in the financial statements from such a position are measured based on the largest benefit that has a greater than 50% likelihood of being realized upon ultimate settlement. As of March 31, 2019 and 2018, the Company has not recorded any unrecognized tax benefits. See Note 6. Income Taxes.
 
Segment Reporting
 
The Company’s business currently operates in one segment.
27

 Net Loss per Share
 
The computation of basic net loss per common share is based on the weighted average number of shares that were outstanding during the year. The computation of diluted net loss per common share is based on the weighted average number of shares used in the basic net loss per share calculation plus the number of common shares that would be issued assuming the exercise of all potentially dilutive common shares outstanding using the treasury stock method. See Note 4. Net Loss Per Share.
 
Recently Issued Accounting Pronouncements
 
The Company reviews new accounting standards as issued. Although some of these accounting standards issued or effective after the end of the Company’s previous fiscal year may be applicable to the Company, it has not identified any standards that it believes merit further discussion. The Company does not expect the adoption of any recently issued accounting pronouncements to have a significant impact on its financial position, results of operations, or cash flows. 
 
Note 4. Net Loss Per Share
 
During the six months ended March 31, 2019 and March 31, 2018, the Company recorded a net loss. The Company does not have any potentially dilutive securities outstanding. Therefore, basic and diluted net loss per share is the same for those periods.
  Note 5. Related Party

In September 2018 – March 2019, the Company incurred a related party payable in the amount of $4,000 to an entity related to the legal custodian of the Company for professional fees.  As of March 31, 2019, this balance was converted into a promissory note payable, bearing interest at an annual rate of 10%

In September 30, 2018 – March 31, 2018, the Company issued $15,000 in convertible notes payable to an entity related to the legal custodian of the Company. These notes bear interest at an annual rate of 10% and are convertible to common shares of the Company at $0.0001 per share. As of March 31, 2019, $0 of the principal balance and $0 accrued interest is outstanding on the note payable .

In connection with the above note, the Company recognized a beneficial conversion feature of $15,000, representing the maximum amount of the intrinsic value of the conversion feature at the time of issuance.  This beneficial conversion feature was accreted to interest expense during the six months ended March 31, 2019.

In January 2019, 150,000,000 million shares were issued in exchange for the cancellations of debt, $21,161 in convertible notes payable and accrued interest to an entity related to the legal custodian of the Company.

In March 2019, the Company issued a $4,000 promissory note payable and a $2,794 promissory note payable to an entity related to the legal custodian of the Company. These notes bear interest at an annual rate of 10% and are payable on demand.

Note 6. Income Taxes
 
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Significant components of the Company’s deferred tax assets at March 31, 2019 and September 30, 2018 are as follows:

 
 
March 31, 2019
 
 
September 30, 2018
 
Deferred tax assets:
 
 
 
 
 
 
 
 
Net operating loss carryforwards
 
$
256,499
 
 
$
250,557
 
                 
Total deferred tax assets
 
 
256,499
 
 
 
250,557
 
 
 
 
 
 
 
 
 
 
Less: valuation allowance
 
 
(256,499)
 
 
 
(250,557
)
 
 
 
 
 
 
 
 
 
Net deferred tax asset
 
$
 
 
$
 
 
The net increase in the valuation allowance for deferred tax assets was $10,867 and $0 for the years ended September 30, 2018 and 2017. The Company evaluates its valuation allowance on an annual basis based on projected future operations. When circumstances change and this causes a change in management’s judgment about the realizability of deferred tax assets, the impact of the change on the valuation allowance is reflected in current operations.
28

 
For federal income tax purposes, the Company has net U.S. operating loss carry forwards at March 31, 2019 available to offset future federal taxable income, if any, of $744,175, which will fully expire by the fiscal year ended September 30, 2038.  Accordingly, there is no current tax expense for the six months ended March 31, 2019 and 2018.

The utilization of the tax net operating loss carry forwards may be limited due to ownership changes that have occurred as a result of sales of common stock.
 
The effects of state income taxes were insignificant for the six months ended March 31, 2019 and 2018.

The following is a reconciliation between expected income tax benefit and actual, using the applicable statutory income tax rate of 21% and 34% for the six months ended March 31, 2019 and 2018, respectively:
 
 
Six Months Ended
 
 
March 31,
 
 
2019
 
2018
 
 
       
Income tax benefit at statutory rate
 
$
5,942
   
$
505
 
Change in valuation allowance
   
(5,942
)
   
(505
)
 
 
$
-
   
$
-
 
 
The fiscal years 2012 through 2018 remain open to examination by federal authorities and other jurisdictions in which the Company operates.
 

On December 22, 2017, the Tax Cuts and Jobs Act was enacted.  This law substantially amended the Internal Revenue Code, including reducing the U.S. corporate tax rates.  Upon enactment, the Company’s deferred tax asset and related valuation allowance decreased by $110,223 to $150,334. As the deferred tax asset is fully allowed for, this change in rates had no impact on the Company’s financial position or results of operations.

Note 7. Subsequent Events

None.
29



Exhibit 3.1.1
Articles of Incorporation

ARTICLES OF INCORPORATION              Entity # E0054922006-4


(Pursuant to NRS 78)                                       Document Number: 20060045701-65


                                                                        Date Filed:  1/26/2006 4:18:14 PM


                                                                        In the office of


                                                                        /s/ Dean Heller


                                                                        Dean Heller


                                                                        Secretary of State




1.      NAME OF CORPORATION:  GRYPHON OIL & GAS, INC.    




2.      RESIDENT AGENT NAME AND STREET ADDRESS: 
         (must be a Nevada address where process may be served)


Name of Resident Agent:        CSC Services of Nevada, Inc.
Street Address:                       502 East John St. Carson City, NV 89706




3.      SHARES:  (number of shares corporation authorized to issue)


Number of shares with par value: 100,000,000  Par value: $0.001


No.without par value:  ____




4.      NAMES, ADDRESSES, NUMBER OF BOARD OF DIRECTORS/TRUSTESS:


The First Board of Directors/Trustees shall consist of ONE member(s) whose name(s) and address(es) are as follows:


Louie Jurinak             6550 Raleigh Street          Vancouver, BC, Canada V5S 2W8
Name                             Address                          City/State/Zip




5.      PURPOSE: 
         (optional – see instructions)


The  purpose  of  the  corporation  shall  be:______________________

1

6.     OTHER MATTERS:
        (see instructions) 


Number of pages attached:     __________




7.      NAMES, ADDRESSES AND SIGNATURES OF INCORPORATORS:
         (attach additional pages if there are more than 2 incorporators)


CSC Services of Nevada, Inc.                   /s/ Norma Kull
Name                                                       Signature


502 East John Street,                         Carson City, NV, 89706
Address                                              City/State/Zip




8.      CERTIFICATE OF ACCEPTANCE OF APPOINTMENT OF RESIDENT AGENT:


I, CSC Services of Nevada, Inc. hereby accept appointment as Resident Agent for the above named  corporation.


By: /s/ Norma Kull                                                                             1/26/06
Authorized Signature of R.A. On behalf of R.A. Company                 Date




This form must be accompanied by appropriate fees. See attached fee schedule
2
Exhibit 3.1.2
Amendment to Articles of Incorporation

Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)




Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)



1. Name of corporation:  GRYPHON OIL & GAS, INC.


2. The articles have been amended as follows (provide article numbers, if available):


Article 1. – The name of the corporation is changed to GRYPHON RESOURCES, INC.


3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: 50.5%


4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)


5. Officer Signature (Required) :  /s/ Lou Jurinak
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.


This form must be accompanied by appropriate fees. Nevada Secretary of State AM 78.385 Amend 2007
Revised on: 01/01/07

ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY - DO NOT HIGHLIGHT


IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

Exhibit 3.1.3
Amendment to Articles of Incorporation
Certificate of Amendment
(PURSUANT TO NRS 78.385 AND 78.390)




Certificate of Amendment to Articles of Incorporation
For Nevada Profit Corporations
(Pursuant to NRS 78.385 and 78.390 - After Issuance of Stock)



1. Name of corporation:  GRYPHON RESOURCES, INC.


2. The articles have been amended as follows (provide article numbers, if available):


Article 3. – SHARES (number of shares corporation authorized to issue)
Previous Stock Value: Par Value Shares: 100,000,000 Value: $ 0.001 Total Authorized Capital: $ 100,000.00
New Stock Value: Par Value Shares: 400,000,000 Value: $ 0.001  Total Authorized Capital: $ 400,000.00


3. The vote by which the stockholders holding shares in the corporation entitling them to exercise at least a majority of the voting power, or such greater proportion of the voting power as may be required in the case of a vote by classes or series, or as may be required by the provisions of the * articles of incorporation have voted in favor of the amendment is: 50.5%


4. Effective date of filing (optional):
(must not be later than 90 days after the certificate is filed)


5. Officer Signature (Required) :  /s/ Lou Jurinak
* If any proposed amendment would alter or change any preference or any relative or other right given to any class or series of outstanding shares, then the amendment must be approved by the vote, in addition to the affirmative vote otherwise required, of the holders of shares representing a majority of the voting power of each class or series affected by the amendment regardless of limitations or restrictions on the voting power thereof.


This form must be accompanied by appropriate fees. Nevada Secretary of State AM 78.385 Amend 2007
Revised on: 01/01/07

ABOVE SPACE IS FOR OFFICE USE ONLY USE BLACK INK ONLY - DO NOT HIGHLIGHT


IMPORTANT: Failure to include any of the above information and submit the proper fees may cause this filing to be rejected.

Exhibit 3.1.4
Amendment to Articles of Incorporation

Exhibit 3.2
Bylaws
BY –LAWS OF GRYPHON OIL & GAS, INC.
(name of corporation)

ARTICLE I - OFFICES


The initial office of the Corporation shall be located at 6550 Raleigh Street, Vancouver, British Columbia, Canada, V5S 2W8.  The Corporation may also maintain offices at such other places within or without the United States as the Board of Directors may, from time to time, determine.


Section 1 -Annual Meetings:


The annual meeting of the shareholders of the Corporation shall be held within five months after the close of the fiscal year of the Corporation, for the purpose of electing directors, and transacting such other business as may properly come before the meeting.


Section 2 -Special Meetings:


Special meetings of the shareholders may be called at any time by the Board of Directors or by the President, and shall be called by the President or the Secretary at the written request of the holders of ten percent (10%) of the shares then outstanding and entitled to vote thereat, or as otherwise required under the provisions of the Business Corporation Act.


Section 3 - Place of Meetings:


All meetings of shareholders shall be held at the principal office of the Corporation, or at such other places as shall be designated in the notices or waivers of notice of such meetings.


Section 4 - Notice of Meetings:


(a)    Except as otherwise provided by Statute, written notice of each meeting of shareholders, whether annual or special, stating the time when and place where it is to be held, shall be served either personally or by mail, not less than ten or more than fifty days before the meting, upon each shareholder of record entitled to vote at such meeting, and to any other shareholder to whom the giving of notice may be required by law. Notice of a special meeting shall also state the purpose or purposes for which the meeting is called, and shall indicate that it is being issued by, or at the direction of, the person or persons calling the meeting. If, at any meeting, action is proposed to be taken that would, if taken, entitle shareholders to receive payment for their shares pursuant to Statute, the notice of such meeting shall include a statement of that purpose and to that effect. If mailed, such notice shall be directed to each such shareholder at his address, as it appears on the records of the shareholders of the Corporation, unless he shall have previously filed with the Secretary of the Corporation a written request that notices intended for him be mailed to the address designated in such request.


(b)    Notice of any meeting need not be given to any person who may become a shareholder of record after the mailing of such notice and prior to the meeting, or to any shareholder who attends such meeting, in person or by proxy, or to any shareholder who, in person or by proxy, submits a signed waiver of notice either before or after such meeting. Notice of any adjourned meeting of shareholders need not be given, unless otherwise required by statute.
1

Section 5 - Quorum:


(a)    Except as otherwise provided herein. or by statute, or in the Certificate of Incorporation (such Certificate and any amendments thereof being hereinafter collectively referred to as the 'Certificate of Incorporation') at all meetings of shareholders of the Corporation, the presence at the commencement of such meetings in person or by proxy of shareholders holding of record a majority of the total number of shares of the Corporation then issued and outstanding and entitled to vote shall be necessary and sufficient to constitute a quorum for the transaction of any business. The withdrawal of any shareholder after the commencement of a meeting shall have no effect on the existence of a quorum, after a quorum has been established at such meeting.


(b)    Despite the absence of a quorum at any annual or special meeting of shareholders, the shareholders by a majority of the votes cast by the holders of shares entitled to vote thereon may adjourn the meeting. At any such adjourned meeting at which a quorum is present, any business may be transacted at the meeting as originally called if a quorum had been present.


Section 6 - Voting:


(a)    Except as otherwise provided by statute or by the Certificate of Incorporation, any corporate action, other than the election of directors to be taken by vote of the shareholders, shall be authorized by a majority of votes cast at a meeting of shareholders by the holders of shares entitled to vote thereon.


(b)    Except as otherwise provided by statute or by the Certificate of Incorporation, at a meeting of shareholders, each holder of record of stock of the Corporation entitled to vote thereat, shall be entitled to one vote for each share of stock registered in his name on the bonds of the Corporation.


(c)    Each shareholder entitled to vote or to express consent or dissent without a meeting, may do so by proxy; provided; however, that the instrument authorizing such proxy to act shall have been executed in writing by the shareholder himself. or by his attorney-in-fact thereunto duly authorized in writing. No proxy shall be valid after the expiration of eleven months from the date of its execution, unless the persons executing it shall have specified therein the length of time it is to continue in force. Such instruments shall be exhibited to the Secretary at the meeting and shall be filed with the records of the Corporation.


(d)    Any resolution in writing, signed by all of the shareholders entitled to vote thereon, shall be and constitute action by such shareholders to the effect therein expressed, with the same force and effect as if the same had been duly passed by unanimous vote at a duly called meeting of shareholders and such resolution so signed shall be inserted in the Minute Book of the Corporation under its proper date.


ARTICLE II -BOARD OF DIRECTORS


Section 1 – Number, Election and Term of Office


(a)    The number of the directors of the Corporation shall be ONE (1), unless and until otherwise determined by vote of a majority of the entire Board of Directors. The number of Directors shall not be less than one, unless all of the outstanding shares are owned beneficially and of record or less than three shareholders, in which event the number of directors shall not be less than the number of shareholders permit by statute.


(b     Except as may otherwise be provided herein or in the Certificate of Incorporation, the members of the Board of Directors of the Corporation, who need not be shareholders, shall be elected by a majority of the votes cast at a meeting of shareholders, by the holder of shares, present in person or by proxy, entitled to vote in the election.


(c)    Each director shall hold office until the annual meeting of the shareholders next succeeding his election, and until his successor is elected and qualified, or until his prior death, resignation or removal.
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Section 2 -Duties and Powers:


(a)    The Board of Directors shall be responsible for the control and management of the affairs, property and interest of the Corporation and may exercise all powers of the Corporation, except as are in the Certificate of Incorporation or by statute expressly conferred upon or reserved to the shareholders. The ability of the Board of Directors to exercise any power granted it under the Articles of Incorporation, these Bylaws. or the laws of the State of Nevada are explicitly limited to items authorized or approved by a majority vote of the shareholders, or their authorized proxies.


Section 3 -Annual and Regular Meetings. Notice:


(a)    A regular annual meeting of the Board of Directors shall be held immediately following the annual meeting of the shareholders, at the place of such meeting of shareholders.


(b)    The Board of Directors, from time to time, may provide by resolution for the holding of other regular meetings of the Board of Directors, and may fix the time and place thereof.


(c)    Notice of any regular meeting of the Board of Directors shall not be required to be given and, if given, need not specify the purpose of the meeting; provided, however, that in case the Board of Directors shall fix or change the time or place of any regular meeting, notice of such action shall be given to each director who shall not have been present at the meeting at which such action was taken within the time limited and in the manner set forth in paragraph (b ) of Section 4 of this Article III, with respect to special meetings, unless such notice shall be waived in the manner set forth in paragraph ( c ) of such Section 4.


Section 4 -Special Meetings: Notice:


(a)    Special meetings of the Board of Directors shall be held whenever called by the President or by one of the directors, at such time and place as may be specified in the respective notices or waivers of notice thereof.


(b)    Except as otherwise required by statute, notice of special meeting shall be mailed directly to each director, addressed to him at his residence or usual place of business, at least two (2) days before the day on which the meeting is to be held, or shall be sent to him at such place by telegram, radio or cable, or shall be delivered to him personally or given to him orally, not later than the day before the day on which the meeting is to be held. A notice, or waiver of notice, except as required by Section 8 of this Article III, need not specify the purpose of the meeting.


(c)    Notice of any special meeting shall not be required to be given to any director who shall attend such meeting without protesting prior thereto or at its commencement, the lack of notice to him, or who submits a signed waiver of notice whether before or after the meeting. Notice of any adjourned meeting shall not be required to be given.


Section 5 – Chairman:


At all meetings of the Board of Directors the Chairman of the Board, if any and if present, shall preside. If there shall be no Chairman or he shall be absent then the President shall preside and in his absence, a Chairman chosen by the directors shall preside.


Section 6 - Quorum and Adjournment


(a)    At all meetings of the Board of Directors, the presence of a majority of the entire Board shall be necessary and sufficient to constitute a quorum for the transaction of business, except as otherwise provided by law, by the Certificate of Incorporation, or by these By-Laws.


(b)    A majority of the directors present at the time and place of any regular or special meeting although less than a quorum may adjourn the same from time to time without notice until a quorum shall be present.
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Section 7 - Manner of Action:


(a)    At all meetings of the Board of Directors, each director present shall have one vote irrespective of the number of shares of stock, if any, which he may hold.


(b     Except as otherwise provided by statute, by the Certificate of Incorporation, or these By-laws, the action of a majority of the directors present at any meeting at which a quorum is present shall be the act of the Board of Directors with the same force and effect as if the same had been passed by unanimous vote at a duly called meeting of the Board.


Section 8 - Vacancies:


(a)    Any vacancy in the Board of Directors occurring by reason of an increase in the number of directors, or by reason of the death, resignation, disqualification, removal (unless a vacancy created by the removal of a director by the shareholders shall be filled by the shareholders at the meeting at which the removal was effected) or inability to act of any director, or otherwise, shall be filled for the un-expired portion of the term by a majority vote of the remaining directors though less than a quorum, at any regular meeting or special meeting of the Board of Directors called for that purpose.


Section 9 – Resignations:


(a)    Any director may resign at any time by giving written notice to the Board of Directors, the President or the Secretary of the Corporation. Unless otherwise specified in such written notice. Such resignation shall take effect upon receipt thereof by the Board of Directors or such officer, and the acceptance of such resignation shall not be necessary to make it effective.


Section 10 – Removal:


(a)    Any director may be removed with or without cause at any time by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares of the Corporation at a special meeting of the shareholders called for that purpose, and may be removed for caused by action of the Board.


Section 11 - Salary:


No stated salary shall be paid to directors, as such, for their services, but by resolution of the Board of Directors a fixed sum and expenses of attendance, if any, may be allowed for attendance at each regular or special meeting of the Board; provided, however, that nothing herein contained shall be construed to preclude any director from serving the Corporation in any other capacity and receiving compensation therefore.


Section 12 - Contracts:


(a)    No contract or other transaction between this Corporation and any other Corporation shall be impaired affected or invalidated, nor shall any director be liable in any way by reason of the fact that anyone or more of the directors of this Corporation is or are interested in. or is a director or officer, or are directors or officers of such other Corporation, provided that such facts are disclosed or made known to the Board of Directors.


(b)    Any director personally and individually may be a party to or may be interested in any contract or transaction of this Corporation, and no director shall be liable in any way by reason of such interest. provided that the fact of such interest be disclosed or made known to the Board of Directors, and provided that the Board of Directors shall authorize approve or ratify such contract or transaction by the vote {not counting the vote of any such director) of a majority of a quorum, notwithstanding the presence of any such director at the meeting at which such action is taken. Such director or directors may be counted in determining the presence of a quorum at such meeting. This Section shall not be construed to impair or invalidate or in any way affect any contract or other transaction  which would otherwise be valid under the law (common, statutory or otherwise) applicable thereto.
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Section 13 - Committees:


(a)    The Board of Directors, by resolution adopted by a majority of the entire Board, may from time to time designated from among its members an executive committee and such other committees, and alternate members thereof, as they deem desirable, each consisting of three or more members with such powers and authority (to the extent permitted by law) as may be provided in such resolution. Each such committee shall serve at the pleasure of the Board.


ARTICLE III - OFFICERS


Section l – Number, Qualification, Powers, Election and Term of Office:


(a)    The officers of the Corporation shall consist of a President, a Secretary, a Treasurer and such other officers including a Chairman of the Board of Directors, and one or more Vice Presidents as the Board of Directors may from time to time deem advisable. Any officer other than the Chairman of the Board of Directors may be, but is not required to be, a director of the Corporation. Any two or more offices may be held by the same person.


(b)    The officers of the Corporation shall be elected, by the Board of Directors at the regular annual meeting of the Board following theannua1 meeting of shareholders.


(c)    Each Officer shall hold office until the annual meeting of the Board of Directors next succeeding his election, and until his successor shall have been elected and qualified, or until his death, resignation or removal.


(d)    The ability of any officer to exercise any power or duty granted it under the Articles of Incorporation, these Bylaws or the laws of the State of Nevada are explicitly limited to items authorized or approved by a majority vote of the shareholders, or their authorized proxies:


Section 2 – Resignations:


Any officer may resign at any time by giving written notice of such resignation to the Board of Directors or to the President or the Secretary of the Corporation. Unless otherwise specified in such written notice, such resignation shall take effect upon receipt thereof by the Board of Directors or by such officer, and the acceptance of such resignation shall not be necessary to make it effective.


Section 3 – Removal:


Any officer may be removed, either with or without cause, and a successor elected by a majority of the Board of Directors at any time.


Section 4 – Vacancies:


A vacancy in any office by reason of death, resignation, inability to act, disqualification, or any other cause, may, at any time be filled for the un-expired portion of the term by the Board of Directors.


Section 5 - Duties of Officers:


Officers of the Corporation shall, unless otherwise provided by the Board of Directors, each have such powers and duties as generally pertain to their respective offices as well as such powers and duties as may be set forth in these By-laws, or may from time to time be specifically conferred or imposed by the Board of Directors. The President sha11 be the chief executive officer of the Corporation. The ability of any officer to exercise any power or duty granted it under the Articles of Incorporation these Bylaws. or the laws of the State of Nevada are explicitly limited to items authorized or approved by a majority vote of the shareholders, or their authorized proxies.


President.   The President shall be the chief executive officer of the Corporation and shall have general and active management of the operation of the corporation. He shall be responsible for the administration of the Corporation, including general supervision of the policies of the Corporation and general and active management of the financial affairs of the Corporation, and shall execute bonds, notes mortgages and other contracts in the name and on behalf of the Corporation and conduct all business within the state of Nevada, other states of the United States or foreign countries.
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Secretary/Treasurer.   The Secretary/Treasurer shall keep minutes of all meetings of the shareholders and directors and have charge of the minute books, stock books and seal of the Corporation and shall perform such other duties and have such other powers as may from time to time be delegated to him by the President or Board of Directors.


Vice President. The Vice President shall assist the President in the performance of his duties and shall act as directed by him in all matters.


Section 6 - Sureties and Bonds:


In case the Board of Directors shall so require, any officer, employee or agent of the Corporation shall execute to the Corporation a bond in such sum, and with such surety or sureties as the Board of Directors may direct, conditioned upon the faithful performance of his duties to the Corporation, including responsibility for negligence and for the accounting for all property, funds or securities of the Corporation which may come into his hands.


Section 7- Shares of Other Corporations:


Whenever the Corporation is the holder of shares of any other Corporation, any right or power of the Corporation as such shareholder (including the attendance, acting and voting at shareholders' meetings and execution of waivers, consents, proxies or other instruments) may be exercised on behalf of the Corporation by the President, any Vice President, or such other person as the Board of Directors may authorize.


ARTICLE IV - SHARES OF STOCK


Section 1 -Certificate of Stock:


(a)    The certificates representing share of the Corporation shall be in such form as shall be adopted by the Board of Directors, and shall be numbered and registered in the order issued. They shall bear the holder's name and the number of shares, and shall be signed by (i) the Chairman of the Board or the President or a Vice President. and {ii) the Secretary or Treasurer. or any Assistant Secretary or Assistant Treasurer.


(b)    No certificate representing shares shall be issued until the full amount of consideration therefore has been paid, except as otherwise permitted by law.


(c)    To the extent permitted by law, the Board of Directors may authorize the issuance of certificate for fractions of a share which shall entitle the holder to exercise voting rights, receive dividends and participate in liquidating distributions, in proportion to the fractional holdings; or it may authorize the payment in cash of the fair value of fractions of a share as of the time when those entitled to receive such fractions are determined; or it may authorize the issuance, subject to such conditions as may be permitted by law, or scrip in registered or bearer form over  the signature of an officer or agent of the Corporation, exchangeable as therein provided for full shares, but such scrip shall not entitle the holder to any rights of a shareholder, except as therein provided.


Section 2 - Lost or Destroyed Certificates:


The holder of any certificate representing shares of the Corporation shall immediately notify the Corporation of any loss or destruction of the certificate representing the same. The Corporation' may issue a new certificate in the place of any certificate theretofore issued by it, alleged to have been lost or destroyed. On production of such evidence of loss or destruction as the Board of Directors in its discretion may require the Board of Directors may, in it discretion, require the owner of the lost or destroyed certificate, or his legal representatives. to give the Corporation a bond in such sum as the Board may direct, and with such sureties as may be satisfactory to the Board, to indemnify the Corporation against any claims, losses, liability or damage it may suffer on account of the issuance of the new certificate.  A new certificate may be issued without requiring any such evidence or bond when, in the judgment of the Board of Directors, it is proper so to do.
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Section 3 - Transfer of Shares:


(a)    Transfers of shares of the Corporation shall be made on the share records of the Corporation only by the holder of record thereof, in person or by his duly authorized attorney, upon surrender for cancellation of the certificate or certificates representing such shares, with an assignment or power of transfer endorsed thereon or delivered therewith duly executed, with such proof of the authenticity of the signature and of authority to transfer and of payment of transfer taxes as the Corporation or its agents may require.


(b)    The Corporation shall be entitled to treat the holder of record of any share or shares as the absolute owner thereof for all purposes and, accordingly, shall not be bound to recognize any legal, equitable claim to, or interest in, such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise expressly provided by law.


Section 4 – Record Dates:


In lieu of closing the share records of the Corporation, the Board of Directors may fix, in advance, a date not exceeding fifty days, nor less than ten days, as the record date for the determination of shareholders entitled to receive notice of, or to vote at any meeting of shareholders, or to consent to any proposal without a meeting, or for the purpose of determining shareholders entitled to receive payment of any dividends, or allotment of any rights, or for the purpose of any other action. If no record date is fixed, the record date for the determination of shareholders entitled to notice of or to vote at a meeting of shareholders shall be at the close of business on the day next preceding the day on which notice is given, or, if no notice is given, the day on which the meeting is held; the record date for determining shareholders for any other purpose shall be at the close of business on the day on which the resolution of the directors relating thereto is adopted. When a determination of shareholders of record entitled to notice of or to vote at any meeting of shareholders has been made as provided for herein, such determination shall apply to any adjournment thereof, unless the directors fix a new record date for the adjourned meeting.


ARTICLE V -DIVIDENDS


Subject to applicable law, dividends may be declared and paid out of any funds available therefore, as often, in such amounts, and at such time or times as the Board of Directors may determine.


ARTICLE VI -FISCAL YEAR


The fiscal year of the Corporation shall be fixed by the Board of Directors from time to time, subject to applicable law.


ARTICLE VII - CORPORATE SEAL


The corporate seal, if any, shall be in such form as shall be approved from time to time by the Board of Directors.


ARTICLE VIII –AMENDMENTS


Section 1 – By Shareholders:


All by-laws of the Corporation shall be subject to alteration or repeal, and new by-laws may be made, by the affirmative vote of shareholders holding of record in the aggregate at least a majority of the outstanding shares entitled to vote in the election of directors at any annual or special meeting of shareholders, provided that the notice or waiver of notice of such meeting shall have summarized or set forth in full therein, the proposed amendment.


Section 2 - By Directors:


The Board of Directors shall have power to make, adopt, alter, amend and repeal, from time to time, by-laws of the Corporation; provided, however, that the shareholders entitled to vote with respect thereto as in this Article VIII above-provided may alter, amend or repeal by-laws made by the Board of Directors, except that the Board of Directors shall have no power to change the quorum for meetings of shareholders or of the Board of Directors, or to change any provisions of the by-laws with respect to the removal of directors or the tilling of vacancies in the Board resulting from the removal by the shareholders. If any by-laws regulating an impending election of directors is adopted. amended or repealed by the Board of Directors, there shall be set forth in the notice of the next meeting of shareholders for the election of directors the by-law so adopted, amended or repealed, together with a concise statement of the changes made.
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ARTICLE IX – INDEMNITY


(a)    Any person made a party to any action. suit or proceeding, by reason of the fact that he, his testator or in testate representative is or was a director, officer or employee of the Corporation, or of any Corporation in which he served as such at the request of the Corporation, shall be indemnified by the Corporation against the reasonable expenses, including attorney's fees, actually and necessarily incurred by him in connection with the defense of such action, suit or proceeding, or in connection with any appeal therein that such officer; director or employee is liable for negligence or misconduct in the performance of his duties.


(b)    The foregoing right of indemnification shall not be deemed exclusive of any other rights to which any officer or director or employee may be entitled apart from the provisions of this section.


(c)    The amount of indemnity to which any officer or any director may be entitled shall be fixed by the Board of Directors except that in any case where there is no disinterested majority of the Board available, the amount shall be fixed by arbitration pursuant to the existing rules of the American Arbitration Association.


The undersigned certifies that he/she has adopted the foregoing by-laws as the first by-laws of the Corporation.


Dated:     January 28, 2006                                                     /s/ Louie Jurinak                      
                                                                                                (signature)
                                                                                    name:   Louie Jurinak                      
                                                                                    Secretary


Approved By:              Director:  Louie Jurinak                    /s/ Louie Jurinak                        
                                                                                                (signature)
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Boyle, CPA, LLC
Certified Public Accountants & Consultants



INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM’S CONSENT
 
 
We hereby consent to the use in this Form 10, General Form for Registration of Securities Pursuant to Section 12(b) or (g) of the Securities Exchange Act of 1934, of our report dated July 3, 2019 with respect to the financial statements of Gryphon Resources, Inc. as of and for the years ended September 30, 2018 and 2017, which appear in such General Form for Registration of Securities for the registration of Cerberus Cyber Sentinel Corporation common stock.
 
/s/ Boyle CPA, LLC
 
Bayville, New Jersey
July 3, 2019

 

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Jay A. Shafe