UNITED
STATES


SECURITIES
AND EXCHANGE COMMISSION


Washington,
D.C. 20549





FORM
10-Q


(Mark
One)


[X]
            QUARTERLY
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For
the quarterly period ended April 30, 2009





[  ]
            TRANSITION
      REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
      1934





For the
transition period from ________________ to _______________





333-102441


(Commission
file number)





BRINX
RESOURCES LTD.


(Exact
name of registrant as specified in its charter)





Nevada
              (State
      or other jurisdiction
              Of
      incorporation or organization)
            
            98-0388682
              (IRS
      Employer
              Identification
      No.)





820
Piedra Vista Road NE, Albuquerque, New Mexico 87123


(Address
of principal executive
offices)                                (Zip
Code)





(505)
250-9992


(Registrant’s
telephone number, including area code)





Not
applicable


(Former
name, former address and former fiscal year, if changed since last
report)





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.


[x]
Yes                      [  ]
No





Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding
12 months (or for such shorter period that the registrant was required to submit
and post such files).


[  ]
Yes                      [  ]
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
      [  ]
            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





Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date:  24,529,832 shares of Common Stock,
$0.001 par value, as of May 31, 2009








BRINX
RESOURCES LTD.


INDEX





PagePART
      I.
            UNAUDITED
      FINANCIAL INFORMATIONItem
      1.
            Interim
      Financial StatementsBalance
      Sheets
              April
      30, 2009 (unaudited) and October 31, 2008
            3Statements
      of Operations (unaudited)
              Three
      and Six Months Ended April 30, 2009 and 2008
            4Statements
      of Cash Flows (unaudited)
              Six
      Months Ended April 30, 2009 and 2008
            5Notes
      to Financial Statements (unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            13Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            18Item
      4.
            Controls
      and Procedures
            19PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            20Item
      1A.
            Risk
      Factors
            20Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            20Item
      3.
            Defaults
      Upon Senior Securities
            20Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            20Item
      5.
            Other
      Information
            20Item
      6.
            Exhibits
            20Signatures
            
            21





2


BRINX RESOURCES
LTD.





April
      30
                                      
                                      
                                      OCTOBER
      312009
                                      
                                      
                                      2008ASSETS
                                      
                                      (UNAUDITED)
                                      
                                      
                                      (AUDITED)Current
      assetsCash
      and cash equivalents
                                      
                                      $
                                      2,634,952
                                      
                                      
                                      $
                                      3,617,109Accounts
      receivable
                                      
                                      
                                      31,765
                                      
                                      
                                      
                                      71,377Prepaid
      expenses and deposit
                                      
                                      
                                      12,500
                                      
                                      
                                      
                                      15,808Total
      current assets
                                      
                                      
                                      2,679,217
                                      
                                      
                                      
                                      3,704,294Undeveloped
      mineral interests, at cost
                                      
                                      
                                      811
                                      
                                      
                                      
                                      811Oil
      and gas interests, full cost method of accounting,net
      of accumulated depletion
                                      
                                      
                                      1,319,977
                                      
                                      
                                      
                                      1,152,365Total
      assets
                                      
                                      $
                                      4,000,005
                                      
                                      
                                      $
                                      4,857,470LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
                                      
                                      $
                                      8,320
                                      
                                      
                                      $
                                      2,404Income
      taxes payable
                                      
                                      
                                      -
                                      
                                      
                                      
                                      580,000Total
      current liabilities
                                      
                                      
                                      8,320
                                      
                                      
                                      
                                      582,404Deferred
      income taxes
                                      
                                      
                                      337,717
                                      
                                      
                                      
                                      337,717Asset
      retirement obligations
                                      
                                      
                                      32,612
                                      
                                      
                                      
                                      30,766Total
      liabilities
                                      
                                      
                                      378,649
                                      
                                      
                                      
                                      950,887Commitments
      and contingenciesStockholders'
      equityPreferred
      stock - $0.01 par value; authorized - 1,000,000 sharesIssued
      - none
                                      
                                      
                                      -
                                      
                                      
                                      
                                      -Common
      stock - $0.001 par value; authorized - 100,000,000 sharesIssued
      and outstanding - 24,529,832 shares
                                      
                                      
                                      24,530
                                      
                                      
                                      
                                      24,530Capital
      in excess of par value
                                      
                                      
                                      2,801,855
                                      
                                      
                                      
                                      2,801,855Retained
      earnings
                                      
                                      
                                      794,971
                                      
                                      
                                      
                                      1,080,198Total
      stockholders' equity
                                      
                                      
                                      3,621,356
                                      
                                      
                                      
                                      3,906,583Total
      liabilities and stockholders' equity
                                      
                                      $
                                      4,000,005
                                      
                                      
                                      $
                                      4,857,470







3


BRINX RESOURCES
LTD.









FOR
      THE THREE MONTHS
                                                      
                                                      
                                                      FOR
      THE SIX MONTHSPERIOD
      ENDED
                                                      
                                                      
                                                      PERIOD
      ENDEDAPRIL
      30,
                                                      
                                                      
                                                      APRIL
      30,2009
                                                      
                                                      
                                                      2008
                                                      
                                                      
                                                      2009
                                                      
                                                      
                                                      2008REVENUESNatural
      gas and oil sales
                                                      
                                                      $
                                                      42,150
                                                      
                                                      
                                                      $
                                                      380,472
                                                      
                                                      
                                                      $
                                                      110,279
                                                      
                                                      
                                                      $
                                                      875,764DIRECT
      COSTSProduction
      costs
                                                      
                                                      
                                                      22,042
                                                      
                                                      
                                                      
                                                      72,685
                                                      
                                                      
                                                      
                                                      52,456
                                                      
                                                      
                                                      
                                                      139,710Depletion
      and accretion
                                                      
                                                      
                                                      29,073
                                                      
                                                      
                                                      
                                                      62,075
                                                      
                                                      
                                                      
                                                      72,278
                                                      
                                                      
                                                      
                                                      145,130Impairment
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -General
      and administrative
                                                      
                                                      
                                                      154,724
                                                      
                                                      
                                                      
                                                      110,261
                                                      
                                                      
                                                      
                                                      272,063
                                                      
                                                      
                                                      
                                                      232,008(205,839
                                                      )
                                                      
                                                      
                                                      (245,021
                                                      )
                                                      
                                                      
                                                      (396,797
                                                      )
                                                      
                                                      
                                                      (516,848
                                                      )OPERATING
      INCOME (LOSS)
                                                      
                                                      
                                                      (163,689
                                                      )
                                                      
                                                      
                                                      135,451
                                                      
                                                      
                                                      
                                                      (286,518
                                                      )
                                                      
                                                      
                                                      358,916OTHER
      INCOME AND EXPENSEInterest
      income
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      1,291
                                                      
                                                      
                                                      
                                                      -Interest
      expense - related
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      (209
                                                      )NET
      INCOME (LOSS) FOR THE PERIOD
                                                      
                                                      $
                                                      (163,689
                                                      )
                                                      
                                                      $
                                                      135,451
                                                      
                                                      
                                                      $
                                                      (285,227
                                                      )
                                                      
                                                      $
                                                      358,707Net
      Income Per Common Share-
      Basic
                                                      
                                                      $
                                                      (0.007
                                                      )
                                                      
                                                      $
                                                      0.006
                                                      
                                                      
                                                      $
                                                      (0.012
                                                      )
                                                      
                                                      $
                                                      0.015-
      Diluted
                                                      
                                                      $
                                                      (0.007
                                                      )
                                                      
                                                      $
                                                      0.005
                                                      
                                                      
                                                      $
                                                      (0.012
                                                      )
                                                      
                                                      $
                                                      0.014Weighted
      average number of common shares outstanding-
      Basic
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      24,529,832-
      Diluted
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      25,299,042
                                                      
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      25,299,042




The
accompanying notes are an integral part of these financial
statements.


4


BRINX RESOURCES
LTD.









FOR
      THE SIX MONTHSPERIOD
      ENDEDAPRIL
      30,2009
                                                
                                                
                                                2008CASH
      FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIESNet
      income (loss)
                                                
                                                $
                                                (285,227
                                                )
                                                
                                                $
                                                358,707Adjustments
      to reconcile net income to net cash provided by(used
      in) operating activities:Stock
      based compensation (note 6)
                                                
                                                
                                                -
                                                
                                                
                                                
                                                26,077Depletion
      and accretion
                                                
                                                
                                                72,278
                                                
                                                
                                                
                                                145,130Changes
      in working capital:Decrease
      (increase) in accounts receivable
                                                
                                                
                                                39,612
                                                
                                                
                                                
                                                48,546Decrease
      in prepaid expenses and deposit
                                                
                                                
                                                3,308
                                                
                                                
                                                
                                                -Increase
      (decrease) in accounts payable and accrued liabilities
                                                
                                                
                                                5,916
                                                
                                                
                                                
                                                (85,445
                                                )Interest
      accrued to related party notes
                                                
                                                
                                                -
                                                
                                                
                                                
                                                209Increase
      (Decrease) in due to related party
                                                
                                                
                                                
                                                
                                                
                                                
                                                3,829(Decrease)
      in deferred income taxes
                                                
                                                
                                                (580,000
                                                )
                                                
                                                
                                                -Net
      cash provided by (used in) operating activities
                                                
                                                
                                                (744,113
                                                )
                                                
                                                
                                                497,053CASH
      FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIESExpenditures
      on oil and gas interests
                                                
                                                
                                                (238,044
                                                )
                                                
                                                
                                                (143,779
                                                )Net
      cash (used in) investing activities
                                                
                                                
                                                (238,044
                                                )
                                                
                                                
                                                (143,779
                                                )CASH
      FLOWS PROVDED BY (USED IN) FINANCING ACTIVITIESRepayment
      of loan to related party
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (20,714
                                                )Net
      cash (used in) financing activities
                                                
                                                
                                                -
                                                
                                                
                                                
                                                (20,714
                                                )Net
      increase (decrease) in cash
                                                
                                                
                                                (982,157
                                                )
                                                
                                                
                                                332,560Cash
      and cash equivalents, beginning of periods
                                                
                                                
                                                3,617,109
                                                
                                                
                                                
                                                42,257Cash
      and cash equivalents, end of periods
                                                
                                                $
                                                2,634,952
                                                
                                                
                                                $
                                                374,817SUPPLEMENTAL
      SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESAssets
      retirement costs incurred
                                                
                                                $
                                                (1,846
                                                )
                                                
                                                $
                                                (2,075
                                                )Assets
      retirement obligation incurred
                                                
                                                $
                                                1,846
                                                
                                                
                                                $
                                                2,075Reduction
      in full cost pool due to change in estimated drilling
costs
                                                
                                                $
                                                -
                                                
                                                
                                                $
                                                48,760







5
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)





1.  ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES





Brinx
Resources Ltd. (the “Company”) was incorporated under the laws of the State of
Nevada on December 23, 1998, and issued its initial common stock in February
2001.  The Company holds undeveloped mineral interests located in New
Mexico and holds oil and gas interests located in Oklahoma, Mississippi and
Louisiana.  In 2006, the Company commenced oil and gas production and
started earning revenues.  Prior to 2006, the Company was considered a
development stage company as defined by Statement of Financial Accounting
Standards (“SFAS”) No. 7.  Effective 2006, the Company ceased being
considered a development stage company.





The
accompanying financial statements of the Company are unaudited.  In
the opinion of management, the financial statements include all adjustments,
consisting only of normal recurring adjustments, necessary for fair
presentation.  The results of operations for the six months period
ended April 30, 2009 are not necessarily indicative of the operating results for
the entire year.  These financial statements should be read in
conjunction with the financial statements and notes included in the Company’s
Form 10-K for the year ended October 31, 2008.





Except
for the historical information contained in this Form 10-Q, this Form contains
forward-looking statements that involve risks and uncertainties.  The
Company’s actual results could differ materially from those discussed in this
Report.  Factors that could cause or contribute to such differences
include, but are not limited to, those discussed in this Report and any
documents incorporated herein by reference, as well as the Annual Report on Form
10-K for the year ended October 31, 2008.





USE OF
ESTIMATES





The
preparation of financial statement in conformity with generally accepted
accounting principles requires management to make estimates and assumptions that
affect the reported amounts of assets and liabilities and disclosure of
contingent assets and liabilities at the date of the financial statements and
reported amounts of revenues and expenses during the reporting
period.  Actual results could differ from those
estimates.





The oil
and gas industry is subject, by its nature, to environmental hazards and
clean-up costs.  At this time, management knows of no substantial
costs from environmental accidents or events for which the Company may be
currently liable.  In addition, the Company’s oil and gas business
makes it vulnerable to changes in prices of crude oil and natural
gas.  Such prices have been volatile in the past and can be expected
to be volatile in the future.  By definition, proved reserves are
based on current oil and gas prices and estimated reserves.  Price
declines reduce the estimated quantity of proved reserves and increase annual
depletion expense (which is based on proved reserves).





OIL AND
GAS INTERESTS





The
Company utilizes the full cost method of accounting for oil and gas
activities.  Under this method, subject to a limitation based on
estimated value, all costs associated with property acquisition, exploration and
development, including costs of unsuccessful exploration, are capitalized within
a cost center.  No gain or loss is recognized upon the sale or
abandonment of undeveloped or producing oil and gas interests unless the sale
represents a significant portion of oil and gas interests and the gain
significantly alters the relationship between capitalized costs and proved oil
and gas reserves of the cost center.  Depreciation, depletion and
amortization of oil and gas interests is computed on the units of production
method based on proved reserves, or upon reasonable estimates where proved
reserves have not yet been established due to the recent commencement of
production.  Amortizable costs include estimates of future development
costs of proved undeveloped reserves.





6
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)


1.
            ORGANIZATION
      AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
  (continued)





Capitalized
costs of oil and gas interests may not exceed an amount equal to the present
value, discounted at 10%, of the estimated future net cash flows from proved oil
and gas reserves plus the cost, or estimated fair market value, if lower, of
unproved interests.  Should capitalized costs exceed this ceiling, and
impairment is recognized.  The present value of estimated future net
cash flows is computed by applying year end prices of oil and gas to estimated
future production of proved oil and gas reserves as of year end, less estimated
future expenditures to be incurred in developing and producing the proved
reserves and assuming continuation of existing economic conditions.





REVENUE
RECOGNITION





Revenue
from sales of crude oil, natural gas and refined petroleum products are recorded
when deliveries have occurred and legal ownership of the commodity transfers to
the customers.  Title transfers for crude oil, natural gas and bulk
refined products generally occur at pipeline custody points or when a tanker
lifting has occurred.  Revenues from the production of oil and natural
gas properties in which the Company shares an undivided interest with other
producers are recognized based on the actual volumes sold by the Company during
the period.  Gas imbalances occur when the Company’s actual sales
differ from its entitlement under existing working interests.  The
Company records a liability for gas imbalances when it has sold more than its
working interest of gas production and the estimated remaining reserves make it
doubtful that the partners can recoup their share of production from the field.
At April 30, 2009 and 2008, the Company had no overproduced
imbalances.





INCOME /
(LOSS) PER SHARE





Basic
income/ (loss) per share is computed based on the weighted average number of
common shares outstanding during each period.  The computation of
diluted earnings per share assumes the conversion, exercise or contingent
issuance of securities only when such conversion, exercise or issuance would
have the dilutive effect on income/(loss) per share.  The dilutive
effect of convertible securities is reflected in diluted earnings per share by
application of the "as if converted method." The dilutive effect of
outstanding options and warrants and their equivalents is reflected in diluted
earnings per share by application of the treasury stock method.  The
table below presents the computation of basic and diluted earnings per share for
the six months periods ended April 30, 2009 and 2008:





April
      30, 2009
                                                      
                                                      
                                                      April
      30, 2008Basic
      earnings per share computation:Income
      (Loss) from continuing operations
                                                      
                                                      $
                                                      (285,227
                                                      )
                                                      
                                                      $
                                                      358,707Basic
      shares outstanding
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      24,529,832Basic
      earnings per share
                                                      
                                                      $
                                                      (0.012
                                                      )
                                                      
                                                      $
                                                      0.015Diluted
      earnings per share computation:Income
      (Loss) from continuing operations
                                                      
                                                      $
                                                      (285,227
                                                      )
                                                      
                                                      $
                                                      358,707Basic
      shares outstanding
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      24,529,832Incremental
      shares from assumed conversions:Stock
      options
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      200,000Warrants
                                                      
                                                      
                                                      -
                                                      
                                                      
                                                      
                                                      569,210Diluted
      shares outstanding
                                                      
                                                      
                                                      24,529,832
                                                      
                                                      
                                                      
                                                      25,299,042Diluted
      earnings per share
                                                      
                                                      $
                                                      (0.012
                                                      )
                                                      
                                                      $
                                                      0.014





The
calculation for earnings per share excluded 200,000 stock options as these were
not in the money as at April 30, 2009.





7
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)


1.           ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (continued)





EQUITY
BASED COMPENSATION





Effective
November 1 2006, the Company adopted the fair value recognition provisions of
SFAS 123(R), “Share Based Payment”, using the modified prospective method as
described in SFAS 148, “Accounting for Stock-Based Compensation – Transition and
Disclosure”.





The fair
value of each option granted has been estimated as of the date of the grant
using the Black-Scholes option pricing model with the following
assumptions:




Six
      months period endedApril
      30, 2009
                April
      30, 2008Expected
      volatility
                0.00%
                100.36%Risk-free
      interest rate
                0.00%
                4.50%Expected
      life
                0
      years
                2
      yearsDividend
      yield
                0.00%
                0.00%




2.         ACCOUNTS
RECEIVABLE





Accounts  receivable
consists of revenues receivable from the operators of
the  oil  and  gas  projects  for  the  sale  of
oil  and gas by the operators  on their  behalf
and are carried at net  receivable  amounts less an estimate
for doubtful accounts.  Management considers all accounts receivable
to be fully collectible at April 30, 2009 and October 31,
2008.  Accordingly, no allowance for doubtful accounts or bad debt
expense has been recorded.





April
      30, 2009
                              
                              
                              October
      31, 2008Accounts
      receivable
                              
                              $
                              31,765
                              
                              
                              $
                              71,377Less:
      allowance for doubtful account
                              
                              
                              -
                              
                              
                              
                              -$
                              31,765
                              
                              
                              $
                              71,377




3.
            OIL
      AND GAS INTERESTS





The
Company holds the following oil and natural gas interests:





April
      30, 2009
                              
                              
                              October
      31, 20082008-3
      Drilling Program, Oklahoma
                              
                              $
                              192,498
                              
                              
                              $
                              -Three
      Sands Project, Oklahoma
                              
                              
                              1,197,523
                              
                              
                              
                              1,196,600Palmetto
      Point Project, Mississippi
                              
                              
                              420,000
                              
                              
                              
                              420,000Frio-Wilcox
      Prospect, Mississippi
                              
                              
                              400,000
                              
                              
                              
                              400,000PP
      F-12-2, PP F-12-3 and PP F-52, Mississippi
                              
                              
                              178,191
                              
                              
                              
                              133,568Asset
      retirement cost
                              
                              
                              20,396
                              
                              
                              
                              20,396Less:
      Accumulated depletion and impairment
                              
                              
                              (1,088,631
                              )
                              
                              
                              (1,018,199
                              )$
                              1,319,977
                              
                              
                              $
                              1,152,365







8
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)


3.
            OIL
      AND GAS INTERESTS (continued)





2008-3
Drilling Program, Oklahoma


On
January 12, 2009, the Company acquired a 5% working interest in the Ranken
Energy Corporation’s 2008-3 Drilling Program for a total buy-in cost of
$28,581.25.  The Company agreed to participate in the drilling
operations to casing point in the initial test well of each
prospect.  The Before Casing Point Interest “BCP” shall be 6.25% and
the After Casing Point Interest “ACP” shall be 5.00%.  During January
2009, the Company expended an amount of $51,013 for the estimated drilling
costs. From February to April 2009, the Company expended an additional
$112,905.  The total cost of the 2008-3 Drilling Program as at April
30, 2009 was $192,498.  The well, Wigley #1-11, was abandoned on March
2009, and the cost of $23,510 was moved to the proved properties.  The
interests are located in Garvin County, Oklahoma.





Three
Sands Project, Oklahoma


On
October 6, 2005, the Company acquired a 40% working interest in Vector
Exploration Inc’s Three Sands Project for a total buy-in cost of $88,000 plus
dry hole costs.  For the year ended October 31, 2006, the Company
expended $530,081 in exploration costs.  In June 2007, the Company
acquired a 40% working interest in William #4-10 well for a total cost of
$285,196 and paid a further $17,000 in costs relating to the well.  On
March 19, 2008, the Company participated in the KC 80#1-11 well and paid $75,000
for the prepaid drilling costs.  During March and April 2008, the
Company expended an additional amount of $48,763 for the intangible and tangible
costs, and $161,650 during May to July 2008 for the KC 80#1-11
well.  The total cost of the Three Sands Project as at April 30, 2009
was $1,197,523.  The interests are located in Oklahoma.





Palmetto
Point Project, Mississippi


On
February 28, 2006, the Company acquired a 10% working interest before production
and 8.5% revenue interest after production in a 10 well program at Griffin &
Griffin Exploration Inc.’s Palmetto Point Project for a total buy-in cost of
$350,000.  On September 26, 2006, the Company acquired an additional
two wells within this program for $70,000.  On October 1, 2007, the
Company acquired a 10% working interest and participated in drilling two more
wells within the Palmetto Point Project, the (PP F-12-2 and PP F-12-3 wells), at
a cost of $69,862. On October 25, 2007, the Company paid $17,000 for a
sidetrack, a deviation of the existing PP-F-12-3 well at an angle to reach
additional targeted oil sands.





On
January 30, 2008, the Company incurred $36,498 for workovers to install
submersible pumps and subsequently paid on February 1, 2008.  From
November 2008 to April 2009, the Company incurred $44,623 for the Belmont Lake
Project.  The total cost of the Palmetto Point Project, to include costs
for the PP F-12-2, PP F-12-3 and PP F-52 wells, is $598,191 as of April 30,
2009.  The interests are located in Mississippi.





Frio-Wilcox
Project, Mississippi


On August
2, 2006, the Company signed a memorandum agreement with Griffin & Griffin
LLC (the “Operator”) to participate in two proposed drilling programs located in
Mississippi and Louisiana.  The Company acquired a 10% working
interest in this project before production and a prorated reduced working
interest after production based on the Operator’s interest
portion.  The Company paid $400,000 for the interest.





On June
21, 2007, the Company assigned all future development obligations for any new
wells at its Frio-Wilcox Prospect to a third party.  The Company
maintained its original interest, rights, title and benefits to all seven wells
drilled with the Company’s participation at the Frio-Wilcox Prospect property
between August 3, 2006 and June 19, 2007, specifically wells CMR-USA-39-14,
Dixon #1, Faust #1 TEC F-1, CMR/BR F-14, RB F-1 Red Bug #2, BR F-33, and Randall
#1 F-4, and any offset wells that could be drilled to any of these specified
wells.


9
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)


3.           OIL AND GAS INTERESTS
(continued)





Impairment


Under the
full cost method, the Company is subject to a ceiling test.  This
ceiling test determines whether there is an impairment to the proved
properties.  The impairment amount represents the excess of
capitalized costs over the present value, discounted at 10%, of the estimated
future net cash flows from the proven oil and gas reserves plus the cost, or
estimated fair market value.  There was no impairment cost for the six
months period ended April 30, 2009 or 2008, respectively.





Depletion


Under the
full cost method, depletion is computed on the units of production method based
on proved reserves, or upon reasonable estimates where proved reserves have not
yet been established due to the recent commencement of
production.  Depletion expense recognized was $28,150 and $145,130 for
the six months periods ended April 30, 2009 and 2008, respectively.





Capitalized
Costs


April
      30, 2009
                                    
                                    
                                    October
      31, 2008Proved
      properties
                                    
                                    $
                                    2,152,754
                                    
                                    
                                    $
                                    2,106,564Unproved
      properties
                                    
                                    
                                    255,854
                                    
                                    
                                    
                                    64,000Total
      Proved and Unproved properties
                                    
                                    
                                    2,408,608
                                    
                                    
                                    
                                    2,170,564Accumulated
      depletion expense
                                    
                                    
                                    (869,092
                                    )
                                    
                                    
                                    (798,660
                                    )Impairment
                                    
                                    
                                    (219,539
                                    )
                                    
                                    
                                    (219,539
                                    )Net
      capitalized cost
                                    
                                    $
                                    1,319,977
                                    
                                    
                                    $
                                    1,152,365





Results
of Operations


Results
of operations for oil and gas producing activities during the six months periods
ended are as follows:


April
      30, 2009
                                
                                
                                April
      30, 2008Revenues
                                
                                $
                                110,279
                                
                                
                                $
                                875,764Production
      costs
                                
                                
                                (52,456
                                )
                                
                                
                                (139,710
                                )Depletion
      and accretion
                                
                                
                                (72,278
                                )
                                
                                
                                (145,130
                                )Results
      of operations (excluding corporate overhead)
                                
                                $
                                (14,455
                                )
                                
                                $
                                590,924








4.           LOANS
AND INTEREST PAYABLE TO RELATED PARTIES





The
unsecured loans and accrued interest at 6%, previously outstanding at October
31, 2007 was paid in full on January 9, 2008.





April
      30, 2009
                                    
                                    
                                    October
      31, 2008Loan
      repayable on December 31, 2007, bears interest at 6% per annum, and is
      unsecured
                                    
                                    $
                                    -
                                    
                                    
                                    $
                                    19,070Total
      loans
                                    
                                    
                                    -
                                    
                                    
                                    
                                    19,070Plus:
      accrued interest
                                    
                                    
                                    -
                                    
                                    
                                    
                                    2,815Total
      loans and interest payable
                                    
                                    
                                    -
                                    
                                    
                                    
                                    21,885Less:
      amount paid
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (20,714
                                    )Less:
      exchange gain
                                    
                                    
                                    -
                                    
                                    
                                    
                                    (1,171
                                    )$
                                    -
                                    
                                    
                                    $
                                    -





Interest
expensed was $ nil for the six months period ended April 30, 2009 and $209 for
the year ended October 31, 2008.








10
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)


5.           ASSET
RETIREMENT OBLIGATIONS





The
Company follows SFAS 143 “Accounting for asset retirement
obligations”.  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs.  SFAS 143 requires recognition
of the present value of obligations associated with the retirement of tangible
long-lived assets in the period in which it is incurred.  As of April
30, 2009 and October 31, 2008, we recognized the future cost to plug and abandon
the gas wells over the estimated useful lives of the wells in accordance with
SFAS No. 143.  The liability for the fair value of an asset retirement
obligation with a corresponding increase in the carrying value of the related
long-lived asset is recorded at the time a well is completed and ready for
production.  The Company amortizes the amount added to the oil and gas
properties and recognizes accretion expense in connection with the discounted
liability over the remaining life of the respective well.  The
estimated liability is based on historical experience in plugging and abandoning
wells, estimated useful lives based on engineering studies, external estimates
as to the cost to plug and abandon wells in the future and federal and state
regulatory requirements.  The liability is a discounted liability
using a credit-adjusted risk-free rate of 12%.





Revisions
to the liability could occur due to changes in plugging and abandonment costs,
well useful lives or if federal or state regulators enact new guidance on the
plugging and abandonment of wells.





The
Company amortizes the amount added to oil and gas properties and recognizes
accretion expense in connection with the discounted liability over the remaining
useful lives of the respective wells.





The
information below reflects the change in the asset retirement obligations during
the six months period ended April 30, 2009 and year ended October 31,
2008:





April
      30, 2009
                                  
                                  
                                  October
      31, 2008Balance,
      beginning of period
                                  
                                  $
                                  30,766
                                  
                                  
                                  $
                                  34,584Liabilities
      assumed
                                  
                                  
                                  -
                                  
                                  
                                  
                                  3,376Revisions
                                  
                                  
                                  -
                                  
                                  
                                  
                                  (11,344
                                  )Accretion
      expense
                                  
                                  
                                  1,846
                                  
                                  
                                  
                                  4,150Balance,
      end of period
                                  
                                  $
                                  32,612
                                  
                                  
                                  $
                                  30,766





The
reclamation obligation relates to the Kodesh, Dye Estate, KC 80 and William
wells at the Three Sands Property; and the Palmetto Point Project and
CMR-USA39-14 well at the Frio-Wilcox Project.  The present value of
the reclamation liability may be subject to change based on management’s current
estimates, changes in remediation technology or changes in applicable laws and
regulations.  Such changes will be recorded in the accounts of the
Company as they occur.




6.
            COMMON
      STOCK





PRIVATE
PLACEMENTS


On
December 28, 2005, the Company completed a 291,392 unit private placement at
$1.75 per unit for gross proceeds of $509,936.  Each unit consists of
one share of common stock and one common stock purchase warrant exercisable at
$2.25 per share which expired on December 27, 2007.





On
February 28, 2006, the Company completed a 100,000 unit private placement at
$1.50 per unit for gross proceeds of $150,000.  Each unit consists of
one share of common stock and one common stock purchase warrant exercisable at
$2.00 per share, which expired on February 27, 2008.





On March
15, 2006, the Company completed a 269,230 unit private placement at $1.30 per
unit for gross proceeds of $349,999.  Each unit consists of one share
of common stock and one common stock purchase warrant exercisable at $1.80 per
share, which expired on March 14, 2008.




11
 BRINX
RESOURCES LTD.
 NOTES TO
FINANCIAL STATEMENTS
 (Unaudited)




6.
            COMMON
      STOCK (continued)





On May 3,
2006, the Company completed an 184,600 unit private placement at $1.30 per unit
for gross proceeds of $239,980. Each unit consists of one share of common stock
and one common stock purchase warrant exercisable at $1.80 per share, which
expire on May 2, 2008.





On
July  31,  2006,  the  Company  completed  a  384,610  unit  private
placement at $1.30 per unit for gross  proceeds of
$499,993.  Each unit consists of one share of common stock and one
common stock purchase warrant exercisable at $1.80 per share, which expired on
July 30, 2008.





STOCK OPTIONS


Although
the Company  does not have a
formal  stock  option  plan,  all
options  granted  in
the  past  have  been  approved  by
the  Board  of Directors.





On
November 2, 2007, the Company granted a non-qualified stock option with respect
to 200,000 shares to the President.  The exercise price is $0.24 per
share.  The Option shall expire and be canceled two years from the
Grant Date and is one hundred percent (100%) vested as of the Grant
Date.  The Company recorded a total of $26,077 for stock compensation
expenses.





A summary
of the changes in stock options for the six months period ended April 30, 2009
is presented below:


Options
      OutstandingWeighted
      AverageNumber
      of Shares
                Exercise
      PriceBalance,
      October 31, 2007
                -
                $          -Grant
      on November 2, 2007
                200,000
                0.24Exercised
                -
                -Balance,
      October 31, 2008
                200,000
                $    0.24Granted
                -
                -Exercised
                -
                -Balance,
      April 30, 2009
                200,000
                $    0.24





The
Company has the following options outstanding and exercisable.




April
      30, 2009
                  Options
      outstanding and exercisableRange
      of exercise prices
                  Number
      of shares
                  Weighted
      average remaining contractual life
                  Weighted
      Average
                    Exercise
      Price$0.24
                  200,000
                  0.50
      years
                  0.24





7.           
RELATED PARTY TRANSACTIONS





During
the six months periods ended April 30, 2009 and 2008, the Company entered into
the following transactions with related parties:




a)
            The
      Company paid $30,000 (2008 - $27,300) in management fees and reimbursement
      of office space $2400 (2008 - $2,400) to the President of the
      Company.




b)
            The
      Company paid $30,000 (2008 - $18,128) to a related entity, for
      administration services, and $53,000 (2008 - $ nil) for
      consulting.




c)
            The
      Company paid $45,000 (2008 - $10,000) in management fees to the director
      of the Company.




d)
            Interest
      expense on loans payable to related parties totaled $nil and $209 for the
      six months periods ended April 30, 2009 and April 30, 2008
      respectively.


12


Item
2.          Management’s
Discussion and Analysis of Financial Condition and Results of
Operations




Overview





We are an
independent oil and gas company engaged in exploration, development and
production of oil and natural gas. As production of these products continues,
they will be sold to purchasers in the immediate area where the products are
extracted.





Our
original business plan was to proceed with the exploration of the Antelope Pass
Project to determine whether there were commercially exploitable reserves of
gold located on the property comprising the mineral claims.   In 2005,
we suspended our activities on the Antelope Pass Project indefinitely in order
to focus on our oil and gas properties and we did not conduct any operations or
exploration activities on the Antelope Pass Project during the six-month period
ended April 30, 2009 or during the fiscal years ended October 31, 2008, 2007 and
2006.  At the time of this report, we do not know when or if we will
proceed with the Antelope Pass Project.





Our plan
of operations is to continue to produce commercial quantities of oil and gas and
to drill new exploratory and development wells and re-entries to test the oil
and gas productive capabilities of our oil and gas properties.





Oil
and Gas Properties





“Bbl” is
defined herein to mean one stock tank barrel, or 42 U.S. gallons liquid volume,
used in reference to oil or other liquid hydrocarbons.





“Mcf” is
defined herein to mean one thousand cubic feet of natural gas at standard
atmospheric conditions.





“Working
interest” is defined herein to mean an interest in an oil and gas lease that
gives the owner of the interest the right to drill for and produce oil and gas
on the leased acreage and requires the owner to pay a share of the costs of
drilling and production operations.  The share of production to which
a working interest owner is entitled will always be smaller than the share of
costs that the working interest owner is required to bear, with the balance of
the production accruing to the mineral owners of royalties.





2008-3 Drilling
Program, Oklahoma.  On January 12, 2009, we acquired a 5%
working interest in the Ranken Energy Corporation’s 2008-3 Drilling Program for
a total buy-in cost of $28,581.25.  We agreed to participate in the
drilling operations to casing point in the initial test well of each
prospect.  The Before Casing Point Interest “BCP” shall be 6.25% and
the After Casing Point Interest “ACP” shall be 5.00%.  During January
2009, we expended an additional amount of $51,013 for the estimated drilling
costs.  From February to April 2009, we expended an additional
$112,905.  The total cost of the 2008-3 Drilling Program as at April
30, 2009 was $192,498.  The interests are located in Garvin County,
Oklahoma.





This
program is composed of four 3-D seismically defined separate prospects with one
exploratory well in three of the prospects and two in the fourth
prospect.  Targeted pay zones include the prolific Bromide Sands,
Viola Limestone, Deese Sandstone and Layton Sandstone.  One of the
wells has very similar geology and structure to the Bromide sands in the Owl
Creek field.





The first
well in this program, the Selman #1-21, has already been drilled and reached a
total depth of 6842 feet on January 28, 2009.  Open logs were ran on
the well and these logs combined with the mud log indicate potential pay zones
in the Gibson Sand and Viola Formation. The top of the Viola was found 47 feet
structurally high to a nearby well that produced 577 million cubic feet of gas
and 9,572 barrels of oil.  This well was perforated and fracture
treated over a large interval.  The well is still recovering load
water but is producing 161 mcf of natural gas and 10 to 12 barrels of oil. In
the last five days of April 2009, the well produced 719 mcf of natural
gas.





The
remaining four wells in the program were drilled during the second
quarter.  Three wells, the Selman #2-21, the Ard #1-36 and the Bagwell
#1-20, were successful and production casing was set.  The fourth
well, the Wigley #1-11, was plugged and abandoned.  Completion has
started on the Selman #2-21 and frac load water is






13
 
 being
recovered along with good shows of oil and gas.  It is anticipated
that the results of the well will be very similar to the Selman
#1-21.





Completion
of the Ard #1-36 has also started.  The well was perforated is the
lowest potential pay zone and flowed natural gas at a rate of over 500,000 cubic
feet per day on an 8/64 inch choke and 1420 pound per square inch flowing tubing
pressure.  The next step will be installing surface production
equipment before the well can start selling natural gas.  The Bagwell
#1-20 has not been perforated yet but some surface production equipment has been
set.  Heavy rains and flooding in the area have hampered and slow all
completion efforts on this program.  During May 2009, the
Bagwell  31-20 was completed as a naturally flowing oil
well.





Three Sands
Project, Oklahoma.On October 6,
2005, we acquired a 40% working interest in Vector Exploration Inc’s Three Sands
Project for a total buy-in cost of $88,000 plus dry hole costs.  In
June 2007, we acquired a 40% working interest in William #4-10 well for a total
cost of $285,196 and paid a further $17,000 in costs relating to the
well.  On March 19, 2008, we participated in the KC 80#1-11 well and
paid $75,000 for the prepaid drilling costs.  During March and April
2008, we expended an additional amount of $48,763 for the intangible and
tangible costs, and $161,650 during May to July 2008 for the KC 80#1-11
well.  The total cost of the Three Sands Project as at April 30, 2009
was $1,197,523.  The interests are located in Oklahoma.





During
the three-month period ended April 30, 2009, 757 Bbls of oil and 9,496 Mcf of
natural gas were produced at the Three Sands Project.





Drilling
of the Kodesh #1 disposal well was completed on October 3, 2005, and drilling of
the Kodesh #2 well was completed on October 23, 2005. Completion and equipping
of these wells took place during mid-December 2005 through early January
2006.  The Kodesh #2 well continues to produce oil on a daily basis,
but is no longer producing natural gas. As of April 30, 2009, it has produced
3,690 Bbls of oil and 4,086 Mcf of natural gas.  At the time of this
report, the Kodesh #2 well is not producing as the result of a failure of the
downhole pump which needs either to be repaired or replaced.





During
2007, we re-entered the Dye Estate  #1 well.  Production of
natural gas from the Dye Estate #1 well commenced in mid-August
2007.  As of April 30, 2009, the Dye Estate #1 well has produced 3,095
Mcf of natural gas and as is averaging natural gas production of 6 Mcf per day.
Water from the Dye Estate #1 well is being disposed in the Kodesh #1 disposal
well.





We
commenced drilling the William #4-10 well in early June 2007, reaching a total
depth of 4,810 feet in mid-June 2007.  Electric and radiation logs
indicated that the William #4-10 well contained four potential commercial pay
zones, the Wilcox Sand, Mississippi Lime, Layton Sand and the Tonkawa
Sand.  Completion of the lowest zone, the Wilcox Sand, occurred in
mid-August 2007.  Production from the William #4-10 well started in
mid-October 2007. Initial production rates from the William #4-10 well averaged
3.5 Bbls of oil and 10 Mcf of natural gas per day.  During January
2008, we moved up the hole and perforated and fracture treated the Mississippi
Lime Formation, increasing daily production to 7 Bbls of oil and 25 Mcf of
natural gas per day, but since that time the oil production has decline to 3
barrels of oil per day but the natural gas has risen to over 70 Mcf of gas per
day.  As of April 30, 2009, the Williams #4-10 has produced 1,867 Bbls
of oil and 19,611 Mcf of natural gas.





Drilling
commenced on the KC 80 #1-11 well at the Three Sands Project in mid-February
2008 and reached total depth of 4,720 feet by the end of February
2008.  The KC 80 #1-11 has been surveyed with radiation and electrical
logs.  The primary target for the well is the upper Mississippian
Limestone and Chat Formation. The KC-80 well’s logs indicate significant
thickness of Chat and upper Mississippi Limestone with good porosity,
permeability, and hydrocarbon shows.





Completion
of the KC 80 #1-11 well started in late April 2008.  The lowest pay
zone, the Mississippian was acidized and partially fracture
treated.  In early August a similar treatment was given to the Chat
zone or the horizon that lies above the lowest pay zone. As of April 30, 2009,
the KC 80 #1-11 well is producing at a rate of 7 Bbls of oil and 35 Mcf of
natural gas daily.  As of April 30, 2009, the KC 80-1-11 has produced
3,621 barrels of oil and 14,789 Mcf of natural gas.  Further drilling
and completion of new wells on this project will be dependent on an improvement
of oil and gas prices.






14


Palmetto Point
Project.On
February 28, 2006, we acquired a 10% working interest before completion and an
8.5% revenue interest after completion, in a 10-well program at the Palmetto
Point Project operated by Griffin & Griffin Exploration LLC (“Griffin &
Griffin”) for a total buy-in cost of $350,000 (the “Palmetto Point Project”).
The Palmetto Point Project is located in Mississippi. On September 26, 2006, we
acquired two additional wells (the PP F-6B and PP F52-A wells) within the
Palmetto Point Project for $70,000.  On October 1, 2007, we acquired a
10% working interest in the PP F-12-2 and PP F-12-3 wells within the Palmetto
Point Project at a cost of $69,862.  On October 25, 2007, we paid
$17,000 for a sidetrack, a deviation of the existing PP-F-12-3 well at an angle
to reach additional targeted oil sands.  On January 30, 2008, we
incurred an additional $36,498 for our share of workover costs, including costs
to install tubing and submersible pumps to maintain production
rates.  We subsequently paid these costs on February 1,
2008.  From November 2008 to April 2009, we incurred $44,623 for the
Belmont Lake Project.  As of April 30, 2009, our total costs
associated with the Palmetto Point Project, to include our costs for the PP
F-12-2 and PP F-12-3 wells, are $598,191.





During
the three-month period ended April 30, 2009, 9,893 Bbls of oil and 16,061 MCF of
natural gas were produced at the Palmetto Point Project.





Griffin
& Griffin, operator of the Palmetto Point Project, drilled all ten of the
wells in the Palmetto Point Project.  Eight of the wells were
successful and two were dry holes, which were not completed.  Seven of
the eight successful wells have been completed and are currently
producing.  One of the eight wells, the PP F-12, was completed as a
flowing oil well in early October 2007.  The PP F-12 well flowed oil
at rates of over 100 Bbls of oil per day and in December 2007 was offset by two
additional wells, the PP F-12-2 and PP F-12-3.  The PP F-12-2 was a
dry hole and the PP F-3 was completed as a flowing oil well. Additionally, we
commenced production at the PP F-6B and PP F52-A wells in October
2007.  In December 2007, the PP F52-A well started producing oil along
with the natural gas, flowing naturally.  However, the well ceased
flowing during the first quarter of fiscal 2008 and as a result, was placed on a
pump during the last calendar quarter of 2008.





As of
April 30, 2009, our completed oil and gas wells at the Palmetto Point Project
have had total production of 269,315 Mcf of natural gas and 45,045 Bbls of
oil.  However, the current average daily production rate at the
Palmetto Point Project has declined to 169 Mcf per day of natural gas and oil
has fallen to 120 Bbls of oil per day.





Both the
PP F-12 PP F-12-3 oil well locations and several of our gas well locations were
flooded at the Palmetto Point Project in early 2008.  Prior to the
flooding, we had partly completed work to install submersible pumps at each
well; however, the work could not be completed before the locations were
flooded.  There has been virtually no damage to our surface equipment
located at the well heads, as our batteries and other production facilities are
located above the floodwaters.  We do not believe that the flooding
will adversely affect future oil recovery from these
wells.  Floodwaters have now receded and blocked the roads with fallen
trees have been cleared.   A workover rig was brought in to
install the pumps and installation of pumps has been
completed.  Production from these wells started in late October 2008
and both wells are still producing.





Mississippi
Frio-Wilcox Joint Venture.On August 2, 2006, we executed a
memorandum agreement with Griffin & Griffin (as Operator of the project),
Delta Oil and Gas, Inc., Turner Valley Oil and Gas Company, Lexaria Corp., a
Nevada corporation (“Lexaria”), and the Stallion Group to participate in two
proposed drilling programs located in Southwest Mississippi and Northeast
Louisiana, comprised of up to 50 natural gas and/or oil wells, at a price of
$400,000 (the “Mississippi Frio-Wilcox Joint Venture”).  We acquired a
10% working interest in this project before production and a prorated reduced
working interest after production based on the Operator’s interest
portion.  We paid $400,000 for the interest.





On June
21, 2007, we assigned our future development interests and obligations for any
new wells on our Mississippi Frio-Wilcox Joint Venture property to Lexaria for
the sum of $1. We believe the assigned interests to be of nominal
value.   We have maintained our original interest, rights, title
and benefits to all seven wells drilled with our participation at the
Mississippi Frio-Wilcox Joint Venture property between August 3, 2006 and June
19, 2007, specifically wells CMR-USA-39-14, Dixon #1, Faust #1 TEC F-1, CMR/BR
F-14, RB F-1 Red Bug #2, BR F-33, and Randall #1 F-4, and any offset wells that
could be drilled to any of these specified wells.






15




During
the three-month period ended April 30, 2009, 10,354 MCF of natural gas was
produced at the Mississippi Frio-Wilcox Joint Venture.





Nine
wells were drilled on the Mississippi Frio-Wilcox Joint Venture, of which, four
wells were deemed successful:  the Faust #1, USA 39-14, USA 1-37 and
the BR F-33.  The USA 39-14 and BR F-33 have been completed and are
now also producing natural gas.  As of April 30, 2009, these three
wells have produced 227,501 Mcf of natural gas and are currently averaging a
combined daily flow of 115 Mcf per day of natural gas.  No further
exploration wells are currently planned for this project.





Mineral
Interests





Antelope
Pass.In 2005, we suspended our activities on the Antelope
Pass Project indefinitely in order to focus on our oil and gas properties and we
did not conduct any operations or exploration activities on the Antelope Pass
Project during the six-month period ended April 30, 2009 or during the fiscal
years ended October 31, 2008, 2007 and 2006.  At the time of this
report, we do not know when or if we will proceed with the Antelope Pass
Project.   All Bureau of Land Management fees and filing have
been paid and performed making the claim valid until at least September 1,
2009.





Results
of Operations





Three months
ended April 30, 2009 compared to the three months ended April 30,
2008.We realized revenues of $42,150 during the three months
ended April 30, 2009, compared with $380,472 during the three months ended April
30, 2008, a decrease of $338,322, due to our sale of the Owl Creek Project in
August 2008 and lower commodity prices.  During the three-month period
ended April 30, 2009, 710 Bbls of oil and 3,746 Mcf of gas were produced at our
oil and gas properties, as compared to 3,382 Bbls of oil and 6,995 Mcf of gas
for the three months ended April 30, 2008.




We
incurred production costs of $22,042 during the three months ended April 30,
2009, compared with $72,685 during the three months ended April 30, 2008, a
decrease of $50,643, but significantly higher as a percentage of revenues, due
to unusual costs incurred with our Mississippi
projects.





Our
depletion and accretion costs were $29,073 during the three months ended April
30, 2009, compared with $62,075 during the three months ended April 30, 2008, a
decrease of $33,002.  The decrease in our depletion costs is related
to the sale of the Owl Creek property.





Our
general and administrative costs increased to $154,724 for the three months
ended April 30, 2009, from $110,261 for the three months ended April 30, 2008,
despite decreases in legal expenses of $8,740 and accounting and auditing
expenses of $6,588.  The increase is primarily attributable to
increases in consulting fees of $45,828, office and miscellaneous expenses of
$26,831, and management fees of $13,475.  We are attempting to expand
our property base by locating other resources
properties.  Accordingly, we have hired consultants to gather data on
properties that may be of interest to us.  As of the date of this
filing, we have not found a suitable acquisition.





For the
three months ended April 30, 2009, we incurred a net loss of $163,689, compared
to net income of $135,451 for the three months ended April 30,
2008.  The loss was largely attributable to the decrease in our
revenues.





As a
result of our net loss for the quarter, we had retained earnings of $794,971 at
April 30, 2009.





Six months ended
April 30, 2009 compared to the six months ended April 30,
2008.We realized revenues of $110,279 during the six months
ended April 30, 2009, compared with $875,764 during the six months ended April
30, 2008, a decrease of $765,485, due to our sale of the Owl Creek Project in
August 2008 and lower commodity prices.  During the six-month period
ended April 30, 2009, 2,023 Bbls of oil and 8,095 Mcf of gas were produced at
our oil and gas properties, as compared to 8,490 Bbls of oil and 13,005 Mcf of
gas for the six months ended April 30, 2008.






16




We
incurred production costs of $52,456 during the six months ended April 30, 2009,
compared with $139,710 during the six months ended April 30, 2008, a decrease of
$87,254, but significantly higher as a percentage of revenues, due to unusual
costs incurred with our Mississippi projects.





Our
depletion and accretion costs were $72,278 during the six months ended April 30,
2009, compared with $145,130 during the six months ended April 30, 2008, a
decrease of $72,852.  The decrease in our depletion costs is related
to the sale of the Owl Creek property.





Our
general and administrative costs increased to $272,063 for the six months ended
April 30, 2009, from $232,008 for the six months ended April 30, 2008, despite
decreases in stock-based compensation expenses of $26,077, legal expenses of
$8,059 and accounting and auditing expenses of $23,888.  The increase
is primarily attributable to increases in consulting fees of $55,893, office and
miscellaneous expenses of $52,004, and management fees of $37,700.





For the
six months ended April 30, 2009, we incurred a net loss of $285,227, compared to
net income of $358,707 for the six months ended April 30, 2008.  The
loss was largely attributable to the decrease in our revenues.





Liquidity
and Capital Resources




As of
April 30, 2009, we had cash of $2,634,952 and working capital of $2,670,897,
compared to cash of $3,617,109 and working capital of $3,121,890 as of October
31, 2008.  Our accounts receivable decreased to $31,765 at April 30,
2009, compared with $71,377 at October 31, 2008, a decrease of
$39,612.  In addition, our current liabilities decreased to $8,320 at
April 30, 2009, compared with $582,404 at October 31, 2008.





During
the six months ended April 30, 2009, net cash used by operating activities was
$744,113, compared net cash provided of $497,053 during the six months ended
April 30, 2008.  The principal reasons for the change were the net
loss and the payment of $580,000 in income taxes for the 2009
period.





Net cash
used by investing activities during the six months ended April 30, 2009 was
$238,044, compared with $143,779 during the six months ended April 30,
2008.





We used
cash of $20,714 to repay loans during the six months ended April 30, 2008, and
did not use any cash for financing activities during the 2009
period.





Off-Balance
Sheet Arrangements





As of
April 30, 2009, we did not have any off-balance sheet arrangements.





Critical
Accounting Policies





Oil and Gas
Interests.We utilize the full
cost method of accounting for oil and gas activities.  Under this
method, subject to a limitation based on estimated value, all costs associated
with property acquisition, exploration and development, including costs of
unsuccessful exploration, are capitalized within a cost center.  No
gain or loss is recognized upon the sale or abandonment of undeveloped or
producing oil and gas interests unless the sale represents a significant portion
of oil and gas interests and the gain significantly alters the relationship
between capitalized costs and proved oil and gas reserves of the cost
center.  Depreciation, depletion and amortization of oil and gas
interests is computed on the units of production method based on proved
reserves, or upon reasonable estimates where proved reserves have not yet been
established due to the recent commencement of production.  Amortizable
costs include estimates of future development costs of proved undeveloped
reserves.




Capitalized costs of oil and gas
interests may not exceed an amount equal to the present value, discounted at
10%, of the estimated future net cash flows from proved oil and gas reserves
plus the cost, or estimated fair market value, if lower, of unproved
interests.  Should capitalized costs exceed this ceiling, an
impairment is recognized.  The present value of estimated future net
cash flows is computed by applying year end prices of oil and gas to estimated
future production of proved oil and gas reserves as of year end, less estimated
future expenditures






17




to be
incurred in developing and producing the proved reserves and assuming
continuation of existing economic conditions.




Asset Retirement
Obligations.We follow SFAS 143 “Accounting for Asset Retirement
Obligations”.  SFAS 143 addresses financial accounting and reporting
for obligations associated with the retirement of tangible long-lived assets and
the associated asset retirement costs.  SFAS 143 requires recognition
of the present value of obligations associated with the retirement of tangible
long-lived assets in the period in which it is incurred.  As of April
30, 2009 and October 31, 2008, we recognized the future cost to plug and abandon
the gas wells over the estimated useful lives of the wells in accordance with
SFAS No. 143.  The liability for the fair value of an asset retirement
obligation with a corresponding increase in the carrying value of the related
long-lived asset is recorded at the time a well is completed and ready for
production.  We amortize the amount added to the oil and gas
properties and recognize accretion expense in connection with the discounted
liability over the remaining life of the respective wells. The estimated
liability is based on historical experience in plugging and abandoning wells,
estimated useful lives based on engineering studies, external estimates as to
the cost to plug and abandon wells in the future and federal and state
regulatory requirements. The liability is a discounted liability using a
credit-adjusted risk-free rate of 12%.  Revisions to the liability
could occur due to changes in plugging and abandonment costs, well useful lives
or if federal or state regulators enact new guidance on the plugging and
abandonment of wells.





The
information below reflects the change in the asset retirement obligations during
the periods ended April 30, 2009 and October 31, 2008:


April
      30,
                              
                              
                              October
      31,2009
                              
                              
                              2008Balance,
      beginning of year
                              
                              $
                              30,766
                              
                              
                              $
                              34,584Liabilities
      assumed
                              
                              
                              -
                              
                              
                              
                              3,376Revisions
                              
                              
                              -
                              
                              
                              
                              (11,344
                              )Accretion
      expense
                              
                              
                              1,846
                              
                              
                              
                              4,150Balance,
      end of year
                              
                              $
                              32,612
                              
                              
                              $
                              30,766





The
reclamation obligation relates to the Kodesh, Dye Estate, KC 80 and William
wells at the Three Sands Property; the Palmetto Point Project and CMR-USA 39-14
well at the Frio-Wilcox Project.  The present value of the reclamation
liability may be subject to change based on management’s current estimates,
changes in remediation technology or changes to the applicable laws and
regulations.  Such changes will be recorded in our accounts as they
occur.




Reserve
Estimates.Our estimates of oil and natural gas reserves are
projections based on an interpretation of geological and engineering
data.  There are uncertainties inherent in the interpretation of such
data as well as the projection of future rates of production and the timing of
development expenditures.  Estimates of the
economically   recoverable quantities of oil and natural gas
attributable to any particular group of properties, classifications of such
reserves based on the risk of recovery, and estimates of the future net cash
flows expected therefrom may vary substantially.  Actual production,
revenues and expenditures with respect to our reserves will likely vary from
estimates, and such variances may be material.





Forward
Looking Statements





Certain
statements in this Quarterly Report on Form 10-Q as well as statements made by
us in periodic press releases and oral statements made by our officials to
analysts and shareholders in the course of presentations about the company,
constitute “forward-looking statements”.   Such forward-looking
statements involve known and unknown risks, uncertainties, and other factors
that may cause our actual results, performance or achievements to be materially
different from any future results, performance or achievements expressed or
implied by the forward looking statements.  Such factors include,
among other things, (1) general economic and business conditions; (2) interest
rate changes; (3) the relative stability of the debt and equity markets; (4)
government regulations particularly those related to the natural resources
industries; (5) required accounting changes; (6) disputes or claims regarding
our property interests; and (7) other factors over which we have little or no
control.





18





Item
3.         Quantitative and
Qualitative Disclosures About Market Risk





Not
required for smaller reporting companies.








Item
4.         Controls and
Procedures





Evaluation
of Disclosure Controls and Procedures




Disclosure controls and procedures, as
defined in Rule 15d-15(e) under the Securities Exchange Act of 1934 (the
“Exchange Act”), are our controls and other procedures that are designed to
ensure that information required to be disclosed by us in the reports that we
file or submit under the Exchange Act is recorded, processed, summarized and
reported, within the time periods specified in the SEC’s rules and forms.
Disclosure controls and procedures include, without limitation, controls and
procedures designed to ensure that information required to be disclosed by us in
the reports that we file or submit under the Act is accumulated and communicated
to our sole officer, or persons performing similar functions, as appropriate to
allow timely decisions regarding required disclosure.  Rule 15d-15
under the Exchange Act, requires us to carry out an evaluation of the
effectiveness of the design and operation of our disclosure controls and
procedures as of April 30, 2009, being the date of our most recently completed
fiscal quarter end.  This evaluation was implemented under the
supervision and with the participation of our sole officer, Leroy
Halterman.





In
conducting his evaluation, our sole officer considered advice from our
Independent Registered Public Accounting Firm, Chisholm, Bierwolf & Nilson,
LLC (“Chisholm”) that based on several corrections to our financial statements
and related disclosures proposed by Chisholm, there is a material weakness in
our internal controls over financial reporting.  Additionally,
although we are not required to segregate the principal executive officer and
principal financial officer functions and we are not required to have an audit
committee, Chisholm considered the fact that our sole officer serves in both of
these functions and that we do not have an audit committee as dispositive in
providing its advice to our sole officer.  As a result of this
material weakness in our internal controls, our sole officer concluded further
that the design and operation of our disclosure controls and procedures were not
effective.





Our sole
officer also considered various mitigating factors in making his
determination.  There were no changes in our internal controls or in
other factors that could significantly affect our internal controls subsequent
to the date of evaluation.  Further, our sole officer also noted that
we are still evaluating and implementing changes in our internal controls in
response to the requirements of Sarbanes Oxley §404.  During fiscal
2009, we will continue to implement appropriate changes as they are identified,
including changes to remediate material weaknesses in our internal
controls.





Changes
in Internal Controls Over Financial Reporting





In
connection with the evaluation of our internal controls during our last fiscal
quarter, our sole officer has concluded that there were no changes in our
internal control over financial reporting that occurred during the fiscal
quarter ended April 30, 2009 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.







19


Part
II.    OTHER INFORMATION





Item
1.         Legal
Proceedings





None.





Item
1A.      Risk Factors





Not
required for smaller reporting companies.





Item
2.         Unregistered Sales of
Equity Securities and Use of Proceeds





None.





Item
3.         Defaults Upon Senior
Securities





None.





Item
4.         Submission of Matters to
a Vote of Security Holders





None.





Item
5.         Other
Information





Not
applicable





Item
6.         Exhibits.





Regulation
                                    S-K
      Number
                                  Exhibit3.1
                                  Articles
      of Incorporation (1)3.2
                                  Bylaws
      (1)3.3
                                  Certificate
      of Change Pursuant to NRS 78.209 (2)3.4
                                  Amended
      Bylaws (3)3.5
                                  Amendment
      to the Articles of Incorporation (3)31.1
                                  Rule
      15d-14(a) Certification32.2
                                  Certification
      Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of
      the Sarbanes-Oxley Act of
2002






(1)
            Incorporated
      by reference to the exhibits to the registrant’s registration statement on
      Form SB-1, file number 333-102441.




(2)
            Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated September 26, 2004, filed September 27,
  2004.




(3)
            Incorporated
      by reference to the exhibits to the registrant’s current report on Form
      8-K dated December 3, 2008, filed January 13,
  2009.







20


SIGNATURES







Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned thereunto
duly authorized.




BRINX RESOURCES
      LTD.(Registrant)Date: 
      June 10, 2009
                  By:
                  /s/ Leroy
      HaltermanLeroy
      HaltermanPresident,
      Secretary & Treasurer(principal
      executive and financial officer)