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 September 30,
2008





 ̈         TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934





Commission
file number 33-55254-39





BRISAM
CORPORATION


(Exact
name of small business issuer as specified in its charter)





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








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
x       No
 ̈





The
number of shares of Common Stock, $0.001 par value, outstanding on April 1,
2009, 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 SheetsSeptember
      30,
            
            
            December
      31,2008
            
            
            2007(Unaudited)
            
            
            (Audited)Assets
            
            
            
            
            (Restated)Current
      assets:Prepaid
      expenses
            
            $
            -
            
            
            $
            205Total
      current assets
            
            
            -
            
            
            
            205Total
      assets
            
            $
            -
            
            
            $
            205Liabilities
      and Stockholders’ EquityCurrent
      liabilities:Accounts
      payable
            
            $
            18,614
            
            
            $
            -Accrued
      liabilities
            
            
            -
            
            
            
            3,500Accrued
      interest – related party
            
            
            5,625
            
            
            
            1,308Note
      payable – related party
            
            
            114,200
            
            
            
            39,500Total
      current liabilities
            
            
            138,439
            
            
            
            44,308Stockholders’
      equityPreferred
      stock, $0.001 par value, 20,000,000 sharesauthorized,
      1,000,000 and no shares issued and
              outstanding
      as of September 30, 2008 andDecember
      31, 2007, respectively
            
            
            1,000
            
            
            
            -Common
      stock, $0.001 par value, 500,000,000 sharesauthorized,
      65,118,246 and 28,507,556 shares issuedand
      outstanding as of September 30, 2008 andDecember
      31, 2007, respectively
            
            
            65,118
            
            
            
            28,508Common
      stock authorized and unissued, zero and 60,690 as of September 30, 2008
      and December 31, 2007, respectively
            
            
            -
            
            
            
            61Additional
      paid in capital
            
            
            19,543,930
            
            
            
            19,543,930Accumulated
      (deficit)
            
            
            (19,748,487
            )
            
            
            (19,616,602
            )Total
      stockholders’ equity
            
            
            (138,439
            )
            
            
            (44,103
            )Total
      liabilities and stockholders’ equity
            
            $
            -
            
            
            $
            205





The
accompanying notes are an integral part of the condensed consolidated financial
statements.





1


BRISAM
      CORPORATION
              (formerly
      Skynet Telematics, Inc.)Condensed
      Consolidated Statements of Operations(Unaudited)For
      the Three Months Ended
            
            
            For
      the Nine Months EndedSeptember
      30,
            
            
            September
      30,2008
            
            
            2007
            
            
            2008
            
            
            2007Revenue
            
            $
            -
            
            
            $
            -
            
            
            $
            -
            
            
            $
            -Expenses:General
      and administrative expenses
            
            
            1,849
            
            
            
            525
            
            
            
            7,019
            
            
            
            3,160Consulting
      fees
            
            
            -
            
            
            
            350
            
            
            
            36,000
            
            
            
            8,350Professional
      fees
            
            
            31,500
            
            
            
            -
            
            
            
            84,550
            
            
            
            18,894Total
      expenses
            
            
            33,349
            
            
            
            875
            
            
            
            127,569
            
            
            
            30,404Net
      operating (loss)
            
            
            (33,349
            )
            
            
            (875
            )
            
            
            (127,569
            )
            
            
            (30,404
            )Other
      income (expense):Interest
      expense - related party
            
            
            (2,074
            )
            
            
            -
            
            
            
            (4,317
            )
            
            
            -Total
      other income (expense)
            
            
            (2,074
            )
            
            
            -
            
            
            
            (4,317
            )
            
            
            -Net
      (loss)
            
            $
            (35,423
            )
            
            $
            (875
            )
            
            $
            (131,886
            )
            
            $
            (30,404
            )Weighted
      average number of common sharesoutstanding
      - basic
            
            
            65,118,246
            
            
            
            2,024,693
            
            
            
            56,799,565
            
            
            
            3,009,026Net
      (loss) per common share
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.00
            )
            
            $
            (0.01
            )














The
accompanying notes are an integral part of the condensed consolidated financial
statements.





2







BRISAM
      CORPORATION
              (formerly
      Skynet Telematics, Inc.)Condensed
      Consolidated Statements of Cash Flows(Unaudited)For
      the Nine Months EndedSeptember
      30,2008
            
            
            2007Operating
      activitiesNet
      income (loss)
            
            $
            (131,886
            )
            
            $
            (30,404
            )Shares
      issued for services
            
            
            37,550
            
            
            
            350Adjustments
      to reconcile net income (loss) toNet
      cash used by operating activities:Prepaid
      expenses
            
            
            205
            
            
            
            (534
            )Accounts
      payable
            
            
            18,614
            
            
            
            -Accrued
      liabilities
            
            
            (3,500
            )
            
            
            525Accrued
      interest – related party
            
            
            4,317
            
            
            
            (1,106
            )Net
      cash used by operating activities
            
            
            (74,700
            )
            
            
            (31,169
            )Investing
      activitiesNet
      cash used by investing activities
            
            
            -
            
            
            
            -Financing
      activitiesProceeds
      from notes payable – related party
            
            
            111,200
            
            
            
            22,500Payments
      on notes payable – related party
            
            
            (36,500
            )
            
            
            -Net
      cash provided by financing activities
            
            
            74,700
            
            
            
            22,500Net
      increase in cash
            
            
            -
            
            
            
            (8,669
            )Cash
      – beginning
            
            
            -
            
            
            
            8,669Cash
      – ending
            
            $
            -
            
            
            $
            -Supplemental
      disclosureInterest
      paid
            
            $
            -
            
            
            $
            -Income
      taxes paid
            
            $
            -
            
            
            $
            -Shares
      issued for services
            
            $
            37,550
            
            
            $
            350

















The
accompanying notes are an integral part of the 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 $19,748,487 through September 30, 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.





Note 3 – Related party
transactions


As
of September 30, 2008, our sole officer and director, Mr. Kitts, advanced
$114,200 for operating expenses. We have recorded a note payable to Mr. Kitts in
the amount of $114,200. The note bears interest at a rate of 8% per annum and is
due on demand. As of September 30, 2008, we have accrued interest in the amount
of $5,625.




4


Note 4 –
Commitments


On
October 2, 2007, the Company entered into a Business Development and Consulting
Agreement with Reber America, Inc. a Canadian corporation whereby the Company
has agreed to provide marketing and development services in exchange for a
monthly fee of $20,000. Further the Company agreed to defer all payments until
such time Reber has obtained sufficient working capital resources. Pursuant to
the guidance of FASB Concept Statement No. 5, due to the uncertainty of
collectability we will report payment of these services on a cash
basis.





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 issued on
April 17, 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. The shares were issued on April 17, 2008.





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.




Note 6 – Subsequent
Events




Effective
April 6, 2009, the Company amended its Articles of Incorporation to (i) change
its corporate name to “Eleven Holdings Corporation”, and (ii) reverse its
outstanding shares of common stock on a 1-for-200 basis. As a result of the
reverse stock split, no fractional shares were issued and any fractional shares
that would have resulted were rounded up to the next whole share. Further, (i)
any stockholder that held 200 or less shares continued to hold the same number
of shares as of the effective date and (ii) any stockholder that held more than
200 shares continued to hold at least 200 shares following the reverse stock
split.


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;




·
            our
      ability to recruit and hire key
employees;




·
            the
      inability of management to effectively implement our strategies and
      business plans; and




·
            the
      other risks and uncertainties detailed in this
  report.







6


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
of 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 September 30, 2008, the Company had an accumulated deficit of
$19,748,487.  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, which was to be
paid by Reber once it had sufficient funds. This agreement was terminated
effective as of July 1, 2008. As a result of Reber’s inability to pay until it
had adequate working capital resources, we did not record any receivables
related to the Reber agreement through the termination date of the agreement.
When, and if, we receive funds from Reber, we will record these funds as
revenues when they are actually received.





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 located one
opportunity to partner on the drilling of a test oil well in Canada. However, in
October of 2008, Brisam Energy terminated the agreement with Trillium and is
currently seeking additional opportunities in the energy and natural resource
industry.





Results
of Operations





During
the three and nine months ended September 30, 2008 and 2007, the Company did not
generate any revenues while it was in search of opportunities to expand or
enhance its business operations.  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, which was to be paid by
Reber once it had sufficient funds. As a result of Reber’s inability to pay
until it had adequate working capital resources, we did not record any
receivables related to the Reber agreement through September 30, 2008. When, and
if, we receive funds from Reber, we will record these funds as revenues when
they are actually received. 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.





8


During
the three and nine months ended September 30, 2008, the Company had a net loss
of $35,423 and $131,886, respectively, as compared to a net loss of $875 and
$30,404 for the same periods in 2007.  The expenses for the quarter
ended September 30, 2008 represented general and administrative expenses,
consulting fees and the payment of professional fees.





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 September 30, 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.





9





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.





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 September 30, 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.





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.




In March of 2008, the FASB issued SFAS
No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging
Activities” FAS 161 is intended to improve financial reporting about derivative
instruments and hedging activities by requiring enhanced disclosures to enable
investors to better understand their effects on the entity’s financial position,
financial performance, and cash flows. The provisions of FAS 161 are effective
for fiscal years and interim periods beginning after November 15, 2008. We are
currently evaluating the impact of the provisions of FAS 161.





In May of 2008, the FASB issued SFAS
No. 162 (“FAS 162”), “The Hierarchy of Generally Accepted Accounting
Principles”. FAS 162 sets forth the level of authority to a given accounting
pronouncement or document by category. Where there might be conflicting guidance
between two categories, the more authoritative category will prevail. FAS 162
will become effective 60 days after the SEC approves the PCAOB’s amendments to
AU Section 411 of the AICPA Professional Standards. FAS 162 has no effect on our
financial position, statements of operations, or cash flows at this
time.





In
June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments
Granted in Share-Based Payment Transactions Are Participating Securities,
(“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in
share-based payment transactions are participating securities prior to vesting,
and therefore need to be included in the computation of earnings per share under
the two-class method as described in FASB Statement of Financial Accounting
Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for
financial statements issued for fiscal years beginning on or after
December 15, 2008 and earlier adoption is prohibited. We are not required
to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have
material effect on our consolidated financial positionand results of
operations if adopted.





Item
3.Quantitative and
Qualitative Disclosures about Market Risk.





Not
applicable.








11




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 quarter ended September 30, 2008 and we were unable to
accurately account for a consulting agreement and the receivables due
thereunder, which required us to restate our financial statements for the year
ended December 31, 2007 and the first two quarters of 2008. Management evaluated
the impact of our inability to timely file our reports and accurately account
for our accounts receivable due under the consulting agreement 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 and
account for our accounts receivable represented material
weaknesses.





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.





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.




12


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 is 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.





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.








13




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.





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.





14


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.





We did not issue or sell any
unregistered equity securities during the quarter ended September 30,
2008.





Issuer
Purchases of Equity Securities





We did not repurchase any of our equity
securities during the quarter ended September 30, 2008.





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 third quarter of 2008.





Item
5.   Other Information.





Effective
April 6, 2009, the Company amended its Articles of Incorporation to (i) change
its corporate name to “Eleven Holdings Corporation”, and (ii) reverse its
outstanding shares of common stock on a 1-for-200 basis. As a result of the
reverse stock split, no fractional shares were issued and any fractional shares
that would have resulted were rounded up to the next whole share. Further, (i)
any stockholder that held 200 or less shares continued to hold the same number
of shares as of the effective date and (ii) any stockholder that held more than
200 shares continued to hold at least 200 shares following the reverse stock
split.





15


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
            X


16


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:
April 29, 2009





17