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





Overview



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 was furnished with the Registration Statement as Exhibit 99.1 filed on July 5, 2019. The Company has since been seeking a merger target and has been evaluating various opportunities.


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The Company's year-end is September 30, 2019.





Our Business

The Company is currently operating in the real estate and financial services industries.





Employees

As of the date of this Form 10Q, March 31, 2020, we have no employees.





RESULTS OF OPERATIONS

Three months Ended March 31, 2020 and March 31, 2019

The professional fees were $1,517 and $11,125, in the three months ended March 31, 2020 and March 31, 2019, respectively. This was due to an decrease in business operations in 2020. General & Administrative expenses were $410 and $1,083 for the three months ended March 31, 2020 and March 31, 2019, respectively.

The interest expense was $537 and $10,000, in the three months ended March 31, 2020 and March 31, 2019, respectively.

The interest expense for three months ended March 31, 2020 was related to accrued interest on promissory notes. In the three months ended March 31, 2020 we received funding from issuing $7,247, in notes payable to a legal custodian of the company. This note bear interest at an annual rate of 10% and is payable upon demand. As of March 31, 2019 there is $25,045 in principal and $1,447 in accrued interest in promissory notes.

The interest expense of $10,000 for the three months ended March 31, 2019, was related to a $10,000 beneficial conversion feature for convertible notes payable that the Company issued and accrued interest on the notes. In the three months ended March 31, 2019 we received funding from issuing $10,000, in convertible notes payable to a legal custodian of the company. The notes had an annual rate of 10% and were convertible to common shares of the Company at $0.0001 per share. For the year ended September 30, 2019 in connection with the above notes, 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 year ended September 30, 2019. As of the current date, this note has been converted.


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Six months Ended March 31, 2020 and March 31, 2019

The professional fees were $3,872 and $12,008, in the six months ended March 31, 2020 and March 31, 2019, respectively. This was due to a decrease in business operations in 2020. General & Administrative expenses were $1,552 and $1,083 for the six months ended March 31, 2020 and March 31, 2019, respectively.

The interest expense was $898 and $15,206, in the six months ended March 31, 2020 and March 31, 2019, respectively.

The interest expense for six months ended March 31, 2020 was related to accrued interest on promissory notes. In the six months ended March 31, 2020 we received funding from issuing $7,247, in a note payable to a legal custodian of the company. This note bears interest at an annual rate of 10% and is payable upon demand. As of March 31, 2019 there is $25,045 in principal and $1,447 in accrued interest in promissory notes.

The interest expense of $15,206 for the six months ended March 31, 2019, was primarily related to a $15,000 beneficial conversion feature for convertible notes payable that the Company issued and accrued interest on the notes. The remaining amount of $206 was accrued interest on promissory notes to a legal custodian of the company. In the six months ended March 31, 2019 we received funding from issuing $15,000, in convertible notes payable to a legal custodian of the company. The notes had an annual rate of 10% and were convertible to common shares of the Company at $0.0001 per share. For the year ended September 30, 2019 in connection with the above notes, 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 year ended September 30, 2019. As of the current date, these notes have been converted.

Net cash used in operating activities was $7,247 for the six months ended March 31, 2020, compared to net cash used in operating activities of $21,794 for the previous six months ended March 31, 2019. 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


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Liquidity and Capital Resources

As of the six months ended March 31, 2020, we had an accumulated deficit of $758,364 and cash and cash equivalents of $0

As of the previous year ended September 30, 2019, we had an accumulated deficit of $752,042 and cash and cash equivalents of $0.

In September 2018 - March 31, 2020, the Company incurred a related party payable in the amount of $6,000 to an entity related to the legal custodian of the Company for professional fees. As of March 31, 2020, $4,000 of this balance was converted into a promissory note payable, bearing interest at an annual rate of 10% and $2,000 remains outstanding.

On September 30, 2018 the Company issued $5,955 in convertible note payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. 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. As of September 30, 2019, this note has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable.

In December 2018, the Company issued $5,000 in convertible notes payable to an entity related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. 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 year ended September 30, 2019. As of September 30, 2019 this note has been converted and $0 of the principal balance and $0 accrued interest is outstanding on the note payable

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. This note bears interest at an annual rate of 10% and is convertible to common shares of the Company at $0.0001 per share. 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 year ended September 30, 2019. As of September 30, 2019 this note has been converted and $0 is outstanding in principal and accrued interest.


                                      -15-

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.

In June 2019, the Company issued a $5,000 promissory note payable and a $354 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.

In July 2019, the Company issued a $2,150 promissory note payable to entities related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is payable on demand.

In September 2019, the Company issued a $3,500 promissory note payable related to the legal custodian of the Company. This note is non- interest bearing and are payable on demand.

In December 2019, the Company issued a $7,247 promissory note payable related to the legal custodian of the Company. This note bears interest at an annual rate of 10% and is payable on demand.

As of the six months ended March 31, 2020, the Company has $25,045 in promissory notes payable to a legal custodian of the company and related accrued interest on these notes of $1,447.



Other Contractual Obligations

As of the six months ended March 31, 2020, we do not have any contractual obligations other than the $25,045 in promissory notes payable to a legal custodian of the company and related accrued interest on these notes of $1,447.

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.



                                      -16-

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.

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 ended September 30, 2019 and September 30, 2018 our expenses were $20,409 and $25,094 respectively, consisting primarily of professional fees, administrative expenses and filing fees. In the six months ended March 31, 2020, our expenses were $3,858, 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 effects of Covid -19 could impact our ability to operate under the going concern and maintain sufficient liquidity to continue operations. The impact of COVID-19 on companies is evolving rapidly and its future effects are uncertain. There are material uncertainties from Covid-19 that cast significant doubt on the company's ability to operate under the going concern. It is highly likely that our company will have issues relating to the current situation that need to be considered by management. There will be a wide range of factors to take into account in going concern judgments and financial projections including travel bans, restrictions, government assistance and potential sources of replacement financing, financial health of suppliers and customers and their effect on expected profitability and other key financial performance ratios including information that shows whether there will be sufficient liquidity to continue to meet obligations when they are due.


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