SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________

FORM 8-K
_____________________

CURRENT REPORT
Pursuant to Section 13 OR 15(d) of the Securities Exchange Act of 1934

March 3, 2008
Date of Report (Date of earliest event reported)

GRYPHON RESOURCES, INC.
(Exact name of small business issuer as specified in its charter)

Nevada
(State or other jurisdiction of incorporation or organization)

Commission File # 333-140880
(Commission File Number) 

98-0465540
(IRS Employer Identification Number)

1313 East Maple Street, Suite 201-462
(Address of principal executive offices)

360.685.4238
(Issuer’s telephone number)

6550 Raleigh Street
Vancouver, British Columbia, Canada V5S 2W8
(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[  ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

INFORMATION TO BE INCLUDED IN THE REPORT

Item 4. Matters Related to Accountants and Financial Statements

Item 4.01  Changes in Registrant’s Certifying Accountant.

On March 3, 2008, Gryphon Resources, Inc. (the “Company”) engaged Madsen & Associates CPA’s Inc., an independent registered public accounting firm, as the Company’s new principal independent accountant and accordingly dismissed Schumacher & Associates, Inc. CPAs this same day.

Schumacher & Associates, Inc. CPAs audited the financial statements of the registrant for the period from January 16, 2006 (date of inception) through September 30, 2006 and the full fiscal year ending September 30, 2007 and was engaged by the Company as its independent accountant until March 3, 2008.

Schumacher & Associates, Inc.’s reports in each of the past two years, and the subsequent interim period ended December 31, 2007 did not contain an adverse opinion or disclaimer of opinion, and were not qualified or modified as to uncertainty, audit scope, or accounting principles, other than reflecting an uncertainty as to the Company’s ability to continue as a going concern.

The decision to change our principal independent accountant was approved by the board of directors of the Company.

There were no disagreements with the former accountant, on any matter of accounting principal or practices, financial statement disclosure, or auditing scope or procedure during the two most recent fiscal years or any later interim period.

We provided Schumacher & Associates, Inc. with a copy of this Current Report on Form 8-K prior to its filing with the SEC, and requested that they furnish us with a letter addressed to the SEC stating whether they agree with the statements made in this Current Report on Form 8-K, and if not, stating the aspects with which they do not agree. The letter from Schumacher & Associates, Inc. is filed as Exhibit 16.1 to this Current Report on Form 8-K.

Madsen & Associates CPA’s Inc. were not engaged by the Company during the two most recent fiscal years and the subsequent interim period as either principal accountant to audit our financial statements or as a consultant.

Item 9.01  Financial Statement and Exhibits

(d) Exhibits.

The following Exhibits are attached to this Form 8-K: