UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 Washington,
D.C.  20549
 
 FORM
10-Q
 
 x           QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 For
the quarterly period ended March 31,
2008
 
  ̈         TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
 
 Commission
file number 33-55254-39
 
 BRISAM
CORPORATION
 
 
 Nevada
              87-0485315(State
      or other jurisdiction of incorporation or organization)
              (IRS
      Employer Identification No.)
 
 500
N. Rainbow Blvd.
 Suite
300
 Las
Vegas, Nevada  89107
 
 
 (702)
448-8150
 
 
 Copies
of Communications to:
 Stoecklein
Law Group
 402
W. Broadway, Suite 690
 San
Diego, CA  92101
 (619)
704-1310
 Fax
(619) 704-1325
 
 Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90
days.           Yes x       No
 ̈
 
 
 
 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
the definitions of “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  ̈  (Do
not check if a smaller reporting company)    Smaller reporting
company x
 
 Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange
Act).          Yes   ̈      No
x
 
 The
number of shares of Common Stock, $0.001 par value, outstanding on July 31,
2008, was 65,118,246 shares; however, 35,000,000 of these shares are on
administrative hold and in dispute.
 
  
  PART
1 – FINANCIAL INFORMATION
 
 Item
1. Financial Statements
 BRISAM
      CORPORATION
                (formerly
      Skynet Telematics, Inc.)Condensed
      Consolidated Balance Sheets
   March
      31,
              
              
              December
      31,2008
              
              
              2007Assets
              
              (Unaudited)
              
              
              AuditedCurrent
      assets:Accounts
      receivable
              
              $
              120,000
              
              
              $
              60,000Prepaid
      expenses
              
              
              -
              
              
              
              205Total
      current assets
              
              
              120,000
              
              
              
              60,205Total
      assets
              
              $
              120,000
              
              
              $
              60,205Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
              
              $
              6,295
              
              
              $
              -Accrued
      liabilities
              
              
              3,500
              
              
              
              3,500Accrued
      interest – related party
              
              
              2,223
              
              
              
              1,308Note
      payable – related party
              
              
              54,500
              
              
              
              39,500Total
      current liabilities
              
              
              66,518
              
              
              
              44,308Stockholders’
      equityPreferred
      stock, $0.001 par value, 20,000,000 sharesauthorized,
      no shares issued and outstandingas
      of June 30, 2008 and December 31, 2007, respectively
              
              
              -
              
              
              
              -Common
      stock, $0.001 par value, 500,000,000 sharesauthorized,
      28,507,117 and 28,507,117 shares issuedand
      outstanding as of March 31, 2008 andDecember
      31, 2007, respectively
              
              
              28,508
              
              
              
              28,508Common
      stock authorized and unissued, 1,610,690
                and
      60,690 as of March 31, 2008 and December 31, 2007,
      respectively
              
              
              1,611
              
              
              
              61Additional
      paid in capital
              
              
              19,543,931
              
              
              
              19,543,931Accumulated
      (deficit)
              
              
              (19,520,568
              )
              
              
              (19,556,603
              )Total
      stockholders’ equity
              
              
              53,482
              
              
              
              15,897Total
      liabilities and stockholders’ equity
              
              $
              120,000
              
              
              $
              60,205
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  1
  BRISAM
      CORPORATION
                (formerly
      Skynet Telematics, Inc.)Condensed
      Consolidated Statements of Operations(Unaudited)
   For
      the Three Months EndedMarch
      31,2008
              
              
              2007Revenue
              
              $
              60,000
              
              
              $
              -Expenses:General
      and administrative expenses
              
              
              -
              
              
              
              7,092Professional
      fees
              
              
              23,050
              
              
              
              -Total
      operating expenses
              
              
              23,050
              
              
              
              7,092Net
      operating income (loss)
              
              
              36,950
              
              
              
              (7,092
              )Other
      income (expense):Interest
      expense – related party
              
              
              (915
              )
              
              
              -Total
      other income (expense)
              
              
              (915
              )
              
              
              -Net
      income (loss)
              
              $
              36,035
              
              
              $
              (7,092
              )Weighted
      average number of common sharesOutstanding
      – diluted
              
              
              39,884,913
              
              
              
              2,155,538Net
      income (loss) per share – diluted
              
              $
              0.00
              
              
              $
              (0.00
              )Weighted
      average number of common sharesOutstanding
      – basic
              
              
              39,884,913
              
              
              
              2,155,538Net
      income (loss) per share – basic
              
              $
              0.00
              
              
              $
              (0.00
              )
 
 
 
 
 
 
 
 
 
 
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
 
  2
  
 
 
 BRISAM
      CORPORATION
                (formerly
      Skynet Telematics, Inc.)Condensed
      Consolidated Statements of Cash Flows(Unaudited)
   For
      the Three Months EndedMarch
      31,2008
              
              
              2007Cash
      flows from operating activitiesNet
      income (loss)
              
              $
              36,035
              
              
              $
              (7,092
              )Shares
      issued for services
              
              
              1,550
              
              
              
              -Adjustments
      to reconcile net income (loss) to net cash(used)
      in operating activities:Accounts
      receivable
              
              
              (60,000
              )
              
              
              -Prepaid
      expenses
              
              
              205
              
              
              
              -Accounts
      payable
              
              
              6,295
              
              
              
              -Accrued
      liabilities
              
              
              -
              
              
              
              (1,106
              )Interest
      payable – related party
              
              
              915
              
              
              
              -Net
      cash (used) by operating activities
              
              
              (15,000
              )
              
              
              (8,198
              )Cash
      flows from financing activitiesProceeds
      from notes payable – related party
              
              
              15,000
              
              
              
              -Net
      cash provided by financing activities
              
              
              15,000
              
              
              
              -Net
      (decrease) in cash
              
              
              -
              
              
              
              (8,198
              )Cash
      – beginning
              
              
              -
              
              
              
              8,669Cash
      – ending
              
              $
              -
              
              
              $
              471Supplemental
      disclosureInterest
      paid
              
              $
              -
              
              
              $
              -Income
      taxes paid
              
              $
              -
              
              
              $
              -Shares
      and options issued for services
              
              $
              1,550
              
              
              $
              -
 
 
 
 
 
 The
accompanying notes are an integral part of these condensed consolidated
financial statements.
  3
  BRISAM
CORPORATION
 (formerly
Skynet Telematics, Inc.)
 NOTES
TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
 
 Note 1 – Basis of
presentation
 
 The
condensed consolidated interim financial statements included herein, presented
in accordance with United States generally accepted accounting principles and
stated in US dollars, have been prepared by the Company, without audit, pursuant
to the rules and regulations of the Securities and Exchange Commission. Certain
information and footnote disclosures normally included in financial statements
prepared in accordance with generally accepted accounting principles have been
condensed or omitted pursuant to such rules and regulations, although the
Company believes that the disclosures are adequate to make the information
presented not misleading.
 
 These
statements reflect all adjustments, consisting of normal recurring adjustments,
which, in the opinion of management, are necessary for fair presentation of the
information contained therein. It is suggested that these consolidated interim
financial statements be read in conjunction with the financial statements of the
Company for the year ended December 31, 2007 and notes thereto. The Company
follows the same accounting policies in the preparation of interim
reports.
 
 Results
of operations for the interim periods are not indicative of annual
results.
 
 Reclassifications
 Certain
reclassifications have been made to the prior years’ financial statements to
conform to the current year presentation. These reclassifications had no effect
on previously reported results of operations or retained earnings.
 
 Note 2 – Going
concern
 
 The
accompanying financial statements have been prepared on a going concern basis,
which contemplates the realization of assets and the satisfaction of liabilities
in the normal course of business. The Company has incurred net losses of
approximately $19,520,568 through March 31, 2008.
 
 These
conditions give rise to doubt about the Company’s ability to continue as a going
concern. These financial statements do not include adjustments relating to the
recoverability and classification of reported asset amounts or the amount and
classification of liabilities that might be necessary should the Company be
unable to continue as a going concern. The Company’s continuation as a going
concern is dependent upon its ability to obtain additional financing or sale of
its common stock as may be required and ultimately to attain
profitability.
 
 
 
  4
  Note 3 – Related party
transactions
 
 As
of March 31, 2008, our sole officer and director, Mr. Kitts, advanced $54,500
for operating expenses. We have recorded a note payable to Mr. Kitts in the
amount of $54,500. The note is bears interest at a rate of 8% per annum and is
due on demand. As of March 31, 2008, we have accrued interest in the amount of
$2,223.
 
 Note 4 –
Commitments
 
 Pursuant
to our consulting agreement dated October 2, 2007 with Reber America, Inc., we
have agreed to provide marketing and development services on a monthly basis.
Further the Company agreed to accrue all payments until such time Reber has
obtained sufficient working capital resources.
 
 On
February 14, 2008, the Company formed Brisam Energy, Inc., a wholly owned
subsidiary and entered into an agreement with Trillium Energy Group Ltd.
(formerly Trillium Management Ltd.) a Canadian Corporation specializing in
providing capital globally to companies focused in the natural resource
sector.
  Note 5 – Stockholders’
equity
  
 We
are authorized to issue 20,000,000 shares of $0.001 par value preferred stock
and 500,000,000 shares of $0.001 par value common stock.
 
 On
December 17, 2007, the Company authorized the issuance of 60,690 shares of
common stock for consulting services valued at $930. The shares were unissued at
March 31, 2008.
 
 On
January 21, 2008, we authorized the issuance of 1,550,000 shares of our
restricted common stock for legal, accounting and consulting services valued at
$1,550. As of March 31, 2008, the shares were unissued.
 
 Note 6 – Subsequent
events
 
 On
May 6, 2008, the former officer and director of the Company had 35,000,000
shares of the Company’s common stock issued to himself for purported services
valued at $35,000. These shares have been placed on administrative hold with the
Company’s transfer agent and are in dispute. However, as of the date hereof
neither party has initiated a legal action regarding this issue.
 
 On
May 15, 2008, the Company issued 1,000,000 shares of its class A preferred stock
to its sole officer and director for services.
 
 
 
 
 
  5
  FORWARD-LOOKING
STATEMENTS
 
 This
document contains “forward-looking statements” within the meaning of the Private
Securities Litigation Reform Act of 1995. All statements other than statements
of historical fact are “forward-looking statements” for purposes of federal and
state securities laws, including, but not limited to, any projections of
earnings, revenue or other financial items; any statements of the plans,
strategies and objections of management for future operations; any statements
concerning proposed new services or developments; any statements regarding
future economic conditions or performance; any statements or belief; and any
statements of assumptions underlying any of the foregoing.
 
 Forward-looking
statements may include the words “may,” “could,” “estimate,” “intend,”
“continue,” “believe,” “expect” or “anticipate” or other similar words. These
forward-looking statements present our estimates and assumptions only as of the
date of this report. Accordingly, readers are cautioned not to place undue
reliance on forward-looking statements, which speak only as of the dates on
which they are made. We do not undertake to update forward-looking statements to
reflect the impact of circumstances or events that arise after the dates they
are made. You should, however, consult further disclosures we make in future
filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and
Current Reports on Form 8-K.
 
 Although
we believe that the expectations reflected in any of our forward-looking
statements are reasonable, actual results could differ materially from those
projected or assumed in any of our forward-looking statements. Our future
financial condition and results of operations, as well as any forward-looking
statements, are subject to change and inherent risks and uncertainties. The
factors impacting these risks and uncertainties include, but are not limited
to:
 
 ·
              inability
      to raise additional financing for working
  capital;
  ·
              inability
      to locate potential mergers and acquisitions and integrate acquired
      companies into our organization;
  ·
              deterioration
      in general or regional economic, market and political
      conditions;
  ·
              the
      fact that our accounting policies and methods are fundamental to how we
      report our financial condition and results of operations, and they may
      require management to make estimates about matters that are inherently
      uncertain;
  ·
              adverse
      state or federal legislation or regulation that increases the costs of
      compliance, or adverse findings by a regulator with respect to existing
      operations;
  ·
              changes
      in U.S. GAAP or in the legal, regulatory and legislative environments in
      the markets in which we operate;
  ·
              inability
      to efficiently manage our
operations;
  ·
              inability
      to achieve future operating
results;
  ·
              the
      unavailability of funds for working
capital;
  ·
              our
      ability to recruit and hire key
employees;
   6
  ·
              the
      inability of management to effectively implement our strategies and
      business plans; and
  ·
              the
      other risks and uncertainties detailed in this
  report.
  
 For a detailed description of these and
other factors that could cause actual results to differ materially from those
expressed in any forward-looking statement, please see “Risk Factors” in this
document and in our Annual Report on Form 10-K for the year ended December 31,
2007.
 
 Item
2. Management’s Discussion and Analysis
 
 Overview
of Current Operations
 
 Brisam
Corporation (“Brisam” or the “Company”) was incorporated under the laws of
Nevada on March 14, 1990 under the name Peripheral Connections, Inc. In 1998,
the name was changed to Skynet Telematics, Inc., then to Skynet Telematics.com,
Inc. in 2000 and again back to Skynet Telematics, Inc. in 2002. Finally, in July
2007 the name was changed to Brisam Corporation.
 
 The
original business plan of the Company, during the period it was known as Skynet,
was the development, marketing, and distribution of integrated modular
automotive telematic systems and providing monitoring services to users of those
products. Automotive telematic systems combine the technologies for mobile
phones (GSM), global positioning satellite systems (GPS) and the Internet to
enable customers to identify the exact location and status information about
vehicles, to receive certain theft protection, personal security measures,
e-mail, Internet access and concierge services through a monitoring station, and
to receive a variety of information through communication with the monitoring
station.
 
 Skynet’s
original business plan was not financially successful through the period ended
September 30, 2007 and the Company was assessing various options and new
business strategies.  The analysis of new businesses opportunities and
evaluating new business strategies will be undertaken by or under the
supervision of the Company’s President. In analyzing prospective business
opportunities, management will consider, to the extent applicable, the available
technical, financial and managerial resources of any given business
venture.  Management will also consider the nature of present and
expected competition; potential advances in research and development or
exploration; the potential for growth and expansion; the likelihood of
sustaining a profit within given time frames; the perceived public recognition
or acceptance of products, services, trade or service marks; name
identification; and other relevant factors.  The Company anticipates
that the results of operations of a specific business venture may not
necessarily be indicative of the potential for future earnings, which may be
impacted by a change in marketing strategies, business expansion, modifying
product emphasis, changing or substantially augmenting management, and other
factors.
 
 The
Company will analyze all relevant factors and make a determination based on a
composite of available information, without reliance on any single
factor.  The period within which the Company will decide to
participate in a given business venture cannot be predicted and
will depend on certain factors, including the time involved in identifying
businesses, the time required for the Company to complete its analysis of
such  businesses, the time required to prepare appropriate
documentation and other circumstances.
 
 7
 The
Company has not achieved profitability to date, and the Company anticipates that
it will continue to incur net losses for the foreseeable future.  As
of March 31, 2008, the Company had an accumulated deficit of $19,520,568
dollars.  There can be no assurances that the Company can achieve or
sustain profitability or that the Company’s operating losses will not increase
in the future.
 
 On October 1, 2007, Mr. Kitts was
appointed as the Company’s sole officer and director. As his first endeavor, Mr.
Kitts located a private company in need of business development consulting to
enhance its products and services. On October 2, 2007, the Company entered into
a business development agreement with Reber America, Inc., whereby the Company,
primarily through Mr. Kitts, provides business development consulting services
for Reber in exchange for compensation of $20,000 per month.
 
 In
addition to the agreement described above, subsequent to the year ended December
31, 2007, the Company located a potential strategic partner for locating and
participating in natural resource opportunities in Canada. To pursue this
opportunity the Company formed Brisam Energy, Inc. as a wholly owned subsidiary
and on February 14, 2008 Brisam Energy entered into a letter agreement with
Trillium Energy Group Ltd. (formerly Trillium Management Ltd.), whereby Trillium
will locate certain opportunities for review by Brisam Energy and Brisam Energy
will use its best efforts to fund Trillium with up to $5 million to be used for
funding and development opportunities. In August of 2008, Trillium has located
one opportunity to partner on the drilling of a test oil well in Canada with
Pine Petroleum Limited. Brisam Energy is currently evaluating this agreement and
its ability to fund up to $750,000 necessary to complete the test well and
ancillary seismic study. A copy of the Trillium letter agreement was attached as
Exhibit 10.7 to the Form 8-K filed on March 6, 2008.
 
 Results
of Operations
 
 During
the three months ended March 31, 2007, the Company did not generate any revenues
while it was in search of opportunities to expand or enhance its business
operations.  However, on October 2, 2007, the Company entered into an
agreement with Reber America, Inc. to provide business development consulting
services for $20,000 per month. As a result, the Company recorded revenue of
$20,000 for the comparable period ended March 31, 2008. The Company intends on
pursuing similar types of consulting agreements along with entering the natural
resource and energy industry through its wholly owned subsidiary, Brisam Energy,
Inc.
 
 During
the quarter ended March 31, 2008, the Company had a net income of $1,035 as
compared to a net loss of $7,092 for the same period in 2007.  The
expenses for the quarter ended March 31, 2008 represented consulting fee and the
payment of professional fees.
 
 
  8
  Satisfaction
of our cash obligations for the next 12 months.
 
 The
Company relies solely on the cash advances from its sole office and does not
currently have sufficient operating capital to sustain itself for the next
twelve months. Management has agreed to keep the Company funded at its own
expense.  The Company’s need for capital may change dramatically if it
moves forward in developing a new business strategy or it acquires an interest
in a business opportunity.  In the event the Company requires
additional funds, the Company will have to seek loans or equity placements to
cover such cash needs.  There is no assurance additional capital will
be available to the Company on acceptable terms.
 
 Going
Concern
 
 The
condensed financial statements included in this filing have been prepared in
conformity with generally accepted accounting principles that contemplate the
continuance of the Company as a going concern.  The Company’s cash
position may be inadequate to pay all of the costs associated with its intended
business plan.  Management intends to use borrowings and security
sales to mitigate the effects of its cash position, however no assurance can be
given that debt or equity financing, if and when required, will be
available.  The financial statements do not include any adjustments
relating to the recoverability and classification of recorded assets and
classification of liabilities that might be necessary should the Company be
unable to continue existence.
 
 Summary
of any product research and development that we will perform for the term of our
plan of operation.
 
 We
do not anticipate performing any additional significant product research and
development under our current plan of operation.
 
 Expected
purchase or sale of plant and significant equipment.
 
 We
do not anticipate the purchase or sale of any plant or significant equipment; as
such items are not required by us at this time.
 
 Significant
changes in the number of employees.
 
 As
of March 31, 2008, we did not have any employees.  We are dependent
upon Brian Kitts, our sole officer and a director for our future business
development.  As our operations expand we anticipate the need to hire
additional employees, consultants and professionals; however, the exact number
is not quantifiable at this time.
 
 LIQUIDITY
AND CAPITAL RESOURCES
 
 A
critical component of our operating plan impacting our continued existence is
the ability to obtain additional capital through additional equity and/or debt
financing. We do not anticipate generating sufficient positive internal
operating cash flow until such time as we can deliver our product to market,
complete additional financial service company acquisitions and generate
substantial revenues, which may take the next few years to fully realize. In the
event we cannot obtain the necessary capital to pursue our strategic plan, we
may have to cease or significantly curtail our operations. This would materially
impact our ability to continue operations.
 
 9
 The
Company has limited financial resources available, which has had an adverse
impact on the Company’s liquidity, activities and operations. These limitations
have adversely affected the Company’s ability to obtain certain projects and
pursue additional business.  Without realization of additional
capital, it would be unlikely for the Company to continue as a going
concern.  In order for the Company to remain a Going Concern it will
need to find additional capital.  Additional working capital may be
sought through additional debt or equity private placements, additional notes
payable to banks or related parties (officers, directors or stockholders), or
from other available funding sources at market rates of interest, or a
combination of these.  The ability to raise necessary financing will
depend on many factors, including the nature and prospects of any business to be
acquired and the economic and market conditions prevailing at the time financing
is sought.  No assurances can be given that any necessary financing
can be obtained on terms favorable to the Company, or at all.
 
 As
a result of the Company’s current limited available cash, no officer or director
received compensation through the quarter ended March 31, 2008. The Company has
no employment agreements in place with its officers.
 
 Off-Balance
Sheet Arrangements
 
 We do not have any off-balance sheet
arrangements that have or are reasonably likely to have a current or future
effect on our financial condition, changes in financial condition, revenues or
expenses, results or operations, liquidity, capital expenditures or capital
resources that is material to investors.
 
 Critical
Accounting Policies and Estimates
 
 Revenue Recognition: We
recognize revenue from product sales once all of the following criteria for
revenue recognition have been met: pervasive evidence that an agreement exists;
the services have been rendered; the fee is fixed and determinable and not
subject to refund or adjustment; and collection of the amount due is reasonable
assured.
 
 New
Accounting Standards
 
 In
December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in
Consolidated Financial Statements”. This statement amends ARB 51 to establish
accounting and reporting standards for the non-controlling (minority) interest
in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that
a non-controlling interest in a subsidiary is equity in the consolidated
financial statements. SFAS No. 160 is effective for fiscal years and interim
periods beginning after December 15, 2008. The adoption of SFAS 160 is not
expected to have a material impact on the Company’s financial position, results
of operation or cash flows.
  10
  As
of January 1, 2008 we adopted SFAS No. 159, “The Fair Value Option for
Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS
No. 159 allows the company to choose to measure many financial assets and
financial liabilities at fair value. Unrealized gains and losses on items for
which the fair value option has been elected are reported in earnings. The
adoption of SFAS 159 has not had a material impact on our financial position,
results of operation or cash flows.
 
 As
of January 1, 2008 we adopted SFAS No. 157, “Fair Value Measurements”
(“SFAS No. 157”). SFAS No. 157 defines fair value and provides
guidance for measuring and disclosing fair value. The adoption of SFAS 157 has
not had a material impact on our financial position, results of operation or
cash flows
 
 Item
3.Quantitative
and Qualitative Disclosures about Market Risk.
 
 Not
applicable.
  Item
4T. Controls and Procedures.
  
 We
maintain disclosure controls and procedures designed to ensure that information
required to be disclosed in reports filed under the Securities Exchange Act of
1934, as amended, is recorded, processed, summarized and reported within the
specified time periods.
 
 As
of the end of the period covered by this report, Brian Kitts, our President and
Principal Financial Officer, evaluated the effectiveness of the design and
operation of our disclosure controls and procedures pursuant to Exchange Act
Rule 13a-15. Based upon his evaluation, Mr. Kitts concluded that our
disclosurecontrolsand
procedures were not effective in timely alerting him tomaterial
information required to be included in ourperiodic
SEC reports. We were unable to meet our requirements to timely file our Exchange
Act reports for the quarters ended March 31, 2008 and June 30, 2008. Management
evaluated the impact of our inability to timely file periodic reports with the
Securities and Exchange Commission on our assessment of our disclosure controls
and procedures and has concluded that the control deficiency that resulted in
the inability to timely make these filings represented a material
weakness.
 
 Other
than the deficiency and weakness described above, Mr. Kitts concluded that our
disclosure controls and procedures are otherwise effective.
 
 There
were no changes in our internal control over financial reporting that occurred
during our most recent fiscal quarter that have materially affected, or are
reasonably likely to materially affect, our internal control over financial
reporting.
 
 PART
II--OTHER INFORMATION
 
 Item
1.  Legal Proceedings.
 
 From
time to time, we may become involved in various lawsuits and legal proceedings,
which arise in the ordinary course of business. However, litigation is subject
to inherent uncertainties,
and an adverse result in these or other matters may arise from time to time that
may harm our business.
 
 11
 On
May 6, 2008, Ira Lyons, our previous sole officer and director, issued
35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons
had been removed as a director of the Company by a super majority vote of our
stockholders. Therefore, Mr. Lyons did not have the authority to issue the
35,000,000 shares of common stock. We have placed an administrative hold on the
shares of common stock and have instructed our transfer agent to place a stop
transfer order on the shares of common stock. Our new sole officer and director,
Brian Kitts, is currently in discussions with Mr. Lyons for the return of the
shares of common stock for cancellation. However, if Mr. Lyons does not return
the shares, we may be forced to initiate legal action against Mr. Lyons for the
return of the shares, along with any other remedies allowable by
law.
  Other
than the potential legal action with Mr. Lyons, we are not presently a party to
any material litigation, nor to the knowledge of management is any litigation
threatened against us, which may materially affect us.
   Item
1A. Risk Factors.
  
 Risks Relating To Our
Business and Marketplace
 
 An
evaluation of us extremely difficult. At this stage of our business operations,
even with our good faith efforts, potential investors have a high probability of
losing their investment.
 
 There is nothing at this time on which
to base an assumption that our business operations will prove to be successful
or that we will ever be able to operate profitably. Our future operating results
will depend on many factors, including our ability to raise adequate working
capital, demand and acceptance of our business plan, the level of our
competition and our ability to attract and maintain key management and
employees.
 
 While
Management believes its estimates of projected occurrences and events are within
the timetable of its business plan, there can be no guarantees or assurances
that the results anticipated will occur.
 
 Our
auditor’s report reflects the fact that without realization of additional
capital, it would be unlikely for us to continue as a going concern. If we are
unable to continue as a going concern, it is likely that we will not be able to
continue in business.
 
 As a result of our deficiency in
working capital and other factors, our auditors have included a paragraph in
their report regarding substantial doubt about our ability to continue as a
going concern. Our plans in this regard are to seek additional funding through
future equity private placements or debt facilities.
 
 
  12
  We
may not be able to retain our key personnel or hire the personnel we need to
sustain and grow our business.
 
 Our
performance is highly dependent upon our ability to attract, retain, and
motivate highly skilled, talented employees.  These professionals are
regularly recruited by other firms and may choose to change
firms.  Given our relatively small size compared to some of our
anticipated competitors, the performance of our business may be more adversely
affected than our competitors would be if we lose well-performing employees and
are unable to attract new ones.
 
 Risks Relating To Our Common
Stock
 
 Because
our common stock is deemed a low-priced “Penny” stock, an investment in our
common stock should be considered high risk and subject to marketability
restrictions.
 
 Since
our common stock is a penny stock, as defined in Rule 3a51-1 under the
Securities Exchange Act, it will be more difficult for investors to liquidate
their investment even if and when a market develops for the common stock. Until
the trading price of the common stock rises above $5.00 per share, if ever,
trading in the common stock is subject to the penny stock rules of the
Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules
require broker-dealers, before effecting transactions in any penny stock,
to:
 
 ·
              Deliver
      to the customer, and obtain a written receipt for, a disclosure
      document;
 ·
              Disclose
      certain price information about the
stock;
 ·
              Disclose
      the amount of compensation received by the broker-dealer or any associated
      person of the broker-dealer;
 ·
              Send
      monthly statements to customers with market and price information about
      the penny stock; and
 ·
              In
      some circumstances, approve the purchaser’s account under certain
      standards and deliver written statements to the customer with information
      specified in the rules.
 
 Consequently, the penny stock rules may
restrict the ability or willingness of broker-dealers to sell the common stock
and may affect the ability of holders to sell their common stock in the
secondary market and the price at which such holders can sell any such
securities.These additional procedures could also limit our ability to
raise additional capital in the future.
 
 We
have the ability to issue additional shares of our common stock and shares of
preferred stock without asking for stockholder approval, which could cause your
investment to be diluted.
 
 Our
Articles of Incorporation authorizes the Board of Directors to issue up to
500,000,000 shares of common stock and 20,000,000 shares of preferred
stock.  The power of the Board of Directors to issue shares of common
stock, preferred stock or warrants or options to purchase shares of common stock
or preferred stock is generally not subject to stockholder approval.  Accordingly,
any additional issuance of our common stock, or preferred stock that may be
convertible into common stock, may have the effect of diluting one’s
investment.
 
 13
 By
issuing preferred stock, we may be able to delay, defer or prevent a change of
control.
 
 Our
board of directors is authorized to issue, without approval from our
stockholders, a total of 20,000,000 shares of preferred stock.  In May
2008, our board of directors issued 1,000,000 shares of Class A preferred stock
that have super voting and conversion rights. Our Board of Directors can
determine the rights, preferences, privileges and restrictions granted to, or
imposed upon, the shares of preferred stock and to fix the number of shares
constituting any series and the designation of such series.  It is
possible that our Board of Directors, in determining the rights, preferences and
privileges to be granted when the preferred stock is issued, may include
provisions that have the effect of delaying, deferring or preventing a change in
control, discouraging bids for our common stock at a premium over the market
price, or that adversely affect the market price of and the voting and other
rights of the holders of our common stock.
 
 FINRA
sales practice requirements may also limit a stockholder’s ability to buy and
sell our stock.
 
 In addition to the “penny stock” rules
described above, FINRA has adopted rules that require that in recommending an
investment to a customer, a broker-dealer must have reasonable grounds for
believing that the investment is suitable for that customer. Prior to
recommending speculative low priced securities to their non-institutional
customers, broker-dealers must make reasonable efforts to obtain information
about the customer’s financial status, tax status, investment objectives and
other information. Under interpretations of these rules, the FINRA believes that
there is a high probability that speculative low priced securities will not be
suitable for at least some customers. The FINRA requirements make it more
difficult for broker-dealers to recommend that their customers buy our common
stock, which may limit your ability to buy and sell our stock and have an
adverse effect on the market for our shares.
 
 Item
2.  Unregistered Sales of Equity Securities and Use of
Proceeds.
 
 On
January 21, 2008, we authorized the issuance of 1,550,000 shares of common stock
for legal, accounting and consulting services valued at $1,550. These shares
were issued on April 17, 2008. We believed the issuance of the shares was exempt
from the registration and prospectus delivery requirement of the Securities Act
of 1933 by virtue of Section 4(2). The shares were issued directly by us and did
not involve a public offering or general solicitation. The recipients of the
shares were afforded an opportunity for effective access to our files and
records that contained the relevant information needed to make their investment
decision, including our financial statements and 34 Act reports. We reasonably
believed that the recipients had such knowledge and experience in their
financial and business matters that they were capable of evaluating the merits
and risks of their investment.
 
 
 
  14
  Subsequent
Issuances
 
 On
May 6, 2008, Ira Lyons, our previous sole officer and director, issued
35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons
had been removed as a director of the Company by a super majority vote of our
stockholders. Therefore, Mr. Lyons did not have the authority to issue the
35,000,000 shares of common stock. We have placed an administrative hold on the
shares of common stock and have instructed our transfer agent to place a stop
transfer order on the shares of common stock. Our new sole officer and director,
Brian Kitts, is currently in discussions with Mr. Lyons for the return of the
shares of common stock for cancellation.
 
 On
May 15, 2008, we issued 1,000,000 shares of Super Voting Class A Preferred Stock
(“Class A Preferred Stock”) to Brian Kitts for resuming his services as our sole
officer and director. We believe the issuance of the shares was exempt from the
registration and prospectus delivery requirement of the Securities Act of 1933
by virtue of Section 4(2). The shares were issued directly by us and did not
involve a public offering or general solicitation. The recipient of the shares
was afforded an opportunity for effective access to our files and records that
contained the relevant information needed to make his investment decision,
including our financial statements and 34 Act reports. We reasonably believed
that the recipient had such knowledge and experience in his financial and
business matters that he was capable of evaluating the merits and risks of his
investment. The recipient was the sole officer and director of the Registrant at
the time of the issuance and his investment decision.
 
 The rights, preferences, restrictions
and other matters relating to the Class A Preferred Stock are as
follows:
 
 Section
I.                      Designation and
Amount. There is hereby authorized to be issued out of the authorized and
unissued shares of preferred stock of the Corporation a class of preferred stock
designated as the “Class A – Super Voting Preferred Stock” (“Class A Preferred
Stock”) and the number of shares constituting such class shall be
1,000,000.
 
 Section
II.                     Voting Rights.
Holders of the Class A Preferred Stock shall be entitled to cast five hundred
(500) votes for each share held of the Class A Preferred Stock on all matters
presented to the stockholders of the Corporation for stockholder vote which
shall vote along with holders of the Corporation’s Common Stock on such
matters.
 
 Section
III.                   Redemption Rights.
The Class A Preferred Stock may be redeemed only by separate written agreement
by and between the Holder and the Corporation.
 
 Section
IV.                   Conversion Rights.
The Class A Preferred Stock is convertible, at any time or from time to time, at
the sole option of the Holder, into shares of Common Stock on a one-for-one
hundred basis (i.e.- for every share of Class A Preferred Stock converted, the
Holder would receive one hundred (100) shares of Common Stock).
 
 Section
V.                     Protective
Provisions.  So long as any shares of Class A Preferred Stock
are outstanding, this Corporation shall not without first obtaining the approval
(by vote or written consent, as provided by law) of the Holders of the Class A
Preferred Stock which is entitled, other
than solely by law, to vote with respect to the matter, and which Preferred
Stock represents at least a majority of the voting power of the then outstanding
shares of such Class A Preferred Stock:
 
 15
 (a)           sell,
convey, or otherwise dispose of or encumber all or substantially all of its
property or business or merge into or consolidate with any other corporation
(other than a wholly-owned subsidiary corporation) or effect any transaction or
series of related transactions in which more than fifty percent (50%) of the
voting power of the Corporation is disposed of;
 
 (b)           alter
or change the rights, preferences or privileges of the shares of Class A
Preferred Stock so as to affect adversely the shares;
 
 (c)           increase
or decrease (other than by redemption or conversion) the total number of
authorized shares of preferred stock;
 
 (d)           authorize
or issue, or obligate itself to issue, any other equity security, including any
other security convertible into or exercisable for any equity security (i)
having a preference over, or being on a parity with, the Class A Preferred Stock
with respect to dividends or upon liquidation, or (ii) having rights similar to
any of the rights of the Class A Preferred Stock; or
 
 (e)           amend
the Corporation’s Articles of Incorporation or bylaws
 
 Section
VI.                   Other Rights. Except
as otherwise stated herein, there are no other rights, privileges, or
preferences attendant or relating to in any way the Class A Preferred Stock,
including by way of illustration but not limitation, those concerning dividend,
ranking, other conversion, other redemption, participation, or anti-dilution
rights or preferences.
 
 Section
VII.                  Definitions. As used
in herein, the following terms shall have the following meanings (with terms
defined in the singular having comparable meanings when used in the plural and
vice versa), unless the context otherwise requires:
 
 “Common
Stock” means any and all shares of the Corporation’s $0.001 par value common
stock.
 
 “Corporation”
means Brisam Corporation, a Nevada corporation, and its successors.
 
 “Class
A Preferred Stock” has the meaning ascribed to it in Section I
hereof.
 
 “Holder”
means a holder of a share or shares of Class A Preferred Stock as reflected in
the stock books of the Corporation.
 
 Issuer
Purchases of Equity Securities
 
 We did not repurchase any of our equity
securities during the quarter ended March 31, 2008.
  16
  Item
3. Defaults Upon Senior Securities.
 
 None.
 
 Item
4. Submission of Matters to a Vote of Security Holders.
 
 We did not submit any matters to a vote
of our security holders during the first quarter of 2008.
 
 Item
5. Other Information.
 
 None.
 
 Item
6.  Exhibits.
 
 Incorporated
      by referenceExhibit
              Exhibit
      Description
              Filed
      herewith
              Form
              Period
      ending
              Exhibit
              Filing
      date3.1(i)(a)
              Amended
      and Restated Articles of Incorporation as currently in
    effect
              
              10-K
              12/31/07
              3(i)(a)
              09/08/083.1(i)(b)
              Brisam
      Energy, Inc. Articles of Incorporation
              
              8-K
              
              3.1(i)
              03/06/083(ii)
              Bylaws
      as currently in effect
              
              10-KSB
              12/31/96
              3(ii)
              03/17/974.1
              Certification
      of Designation of Preferences, Rights and Limitations of Class A Preferred
      Stock
              
              8-K
              
              4.1
              05/22/0810.1
              Reber
      America Business Development and Consulting Agreement dated October 2,
      2007
              
              10-QSB
              06/30/07
              10.1
              07/14/0810.2
              Trillium
      Letter Agreement dated February 14, 2008
              
              8-K
              
              10.7
              03/06/0831.1
              Certification
      of Brian Kitts, President and Principal Financial Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act
              X31.2
              Certification
      of Brian Kitts, President and Principal Financial Officer, pursuant to
      Section 302 of the Sarbanes-Oxley Act
              X99.1
              Majority
      Stockholder Consent dated May 5, 2008
              
              8-K
              
              99.1
              06/16/08
  17
  SIGNATURES
 
 In accordance with the requirements of
the Exchange Act, the registrant caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
 
 BRISAM
CORPORATION
 (Registrant)
 
 
 
 By:
/s/ Brian
Kitts
 Brian
Kitts, President
 (On
behalf of the Registrant and as Principal Financial
 Officer)
  
 Date:
September 12, 2008
 
  18