EXHIBIT 3.2

              CERTIFICATE OF AMENDMENT OF ARTICLES OF INCORPORATION
                           OF GRYPHON GOLD CORPORATION

      Pursuant to Section 78.390 of the Nevada General Corporation Law, Gryphon
Gold Corporation, a Nevada corporation, DOES HEREBY CERTIFY AND ADOPT THIS
CERTIFICATE OF AMENDMENT:

FIRST: The name of the Corporation is Gryphon Gold Corporation.

SECOND: The undersigned, Anthony Ker, Secretary of Gryphon Gold Corporation,
does hereby certify that the Board of Directors of Gryphon Gold Corporation
acting by unanimous written consent on the 9th day of August, 2005 adopted a
resolution to amend the original articles as follows:

ARTICLE IV WHICH PRESENTLY READS AS FOLLOWS:

                                   ARTICLE IV

      SECTION 4.1 CAPITAL STOCK. The total number of shares of stock the
      Corporation is authorized to issue shall be Seventy-Five Million
      (75,000,000) shares, which shall consist of the following: (i) Sixty
      Million (60,000,000) shares of Common Stock, par value of $.001 per share;
      and (ii) Fifteen Million (15,000,000) shares of Preferred Stock, par value
      of $.001 per share.

      SECTION 4.2 VOTING POWER FOR HOLDERS OF COMMON STOCK. Except as otherwise
      provided in these Articles of Incorporation, each holder of Common Stock
      shall be entitled to one vote for each share of Common Stock held by him
      or her on all matters submitted to stockholders for a vote.

      SECTION 4.3 PREFERRED STOCK. Shares of Preferred Stock may be issued from
      time to time in one or more classes or series as the Board of Directors,
      by resolution or resolutions, may from time to time determine, each of
      said classes or series to be distinctively designated. The voting powers,
      preferences and relative, participating, optional and other special
      rights, and the qualifications, limitation or restrictions thereof, if
      any, of each such class or series may differ from those of any and all
      other classes or series of Preferred Stock at any time outstanding, and
      the Board of Directors is hereby expressly granted the authority, subject
      to any limitations contained in any class or series of Preferred Stock at
      any time outstanding, to fix or alter, by resolution or resolutions, the
      designation, number, voting power, preferences and relative,
      participating, optional and other special rights, and the qualifications,
      limitations and restrictions thereof, of each such class or series.

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IS HEREBY AMENDED IN ITS ENTIRETY TO READ AS FOLLOWS:

                                   ARTICLE IV

      SECTION 4.1 CAPITAL STOCK. The total number of shares of stock the
      Corporation is authorized to issue shall be One Hundred Sixty-Five Million
      (165,000,000) shares, consisting of One Hundred Fifty Million
      (150,000,000) shares of common stock, par value of $0.001, and Fifteen
      Million (15,000,000) shares of preferred stock, par value of $0.001.

      SECTION 4.2 VOTING POWER FOR HOLDERS OF COMMON STOCK. Except as otherwise
      provided in these Articles of Incorporation, each holder of Common Stock
      shall be entitled to one vote for each share of Common Stock held by him
      or her on all matters submitted to stockholders for a vote.

      SECTION 4.3 PREFERRED STOCK. Shares of Preferred Stock may be issued from
      time to time in one or more classes or series as the Board of Directors,
      by resolution or resolutions, may from time to time determine, each of
      said classes or series to be distinctively designated. The voting powers,
      preferences and relative, participating, optional and other special
      rights, and the qualifications, limitation or restrictions thereof, if
      any, of each such class or series may differ from those of any and all
      other classes or series of Preferred Stock at any time outstanding, and
      the Board of Directors is hereby expressly granted the authority, subject
      to any limitations contained in any class or series of Preferred Stock at
      any time outstanding, to fix or alter, by resolution or resolutions, the
      designation, number, voting power, preferences and relative,
      participating, optional and other special rights, and the qualifications,
      limitations and restrictions thereof, of each such class or series.

THIRD: The number of shares of the corporation outstanding and entitled to vote
on this amendment to the Articles of Incorporation was 27,722,370, and this
amendment has been consented to and approved by written consent of stockholders
holding at least a majority of each class of stock outstanding and entitled to
vote thereon.

       /s/ Anthony Ker
      _____________________
      Anthony Ker,
      Secretary

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