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 July 31, 2008





[  ]
            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 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 August 31, 2008











BRINX
RESOURCES LTD.


INDEX





PagePART
      I.
            UNAUDITED
      FINANCIAL INFORMATIONItem
      1.
            Condensed
      Interim Financial StatementsCondensed
      Balance Sheets
              July
      31, 2008 (unaudited) and October 31, 2007
            3Condensed
      Statements of Operations (unaudited)
              Three
      and Nine Months Ended July 31, 2008 and 2007
            4Condensed
      Statements of Cash Flows (unaudited)
              Nine
      Months Ended July 31, 2008 and 2007
            5Notes
      to Condensed Financial Statements (unaudited)
            6Item
      2.
            Management’s
      Discussion and Analysis of Financial Condition and Results of
      Operations
            16Item
      3.
            Quantitative
      and Qualitative Disclosures About Market Risk
            23Item
      4T.
            Controls
      and Procedures
            23PART
      II.
            OTHER
      INFORMATIONItem
      1.
            Legal
      Proceedings
            24Item
      1A.
            Risk
      Factors
            24Item
      2.
            Unregistered
      Sales of Equity Securities and Use of Proceeds
            24Item
      3.
            Defaults
      Upon Senior Securities
            24Item
      4.
            Submission
      of Matters to a Vote of Security Holders
            24Item
      5.
            Other
      Information
            24Item
      6.
            Exhibit
      Index
            24Signatures
            
            25





2


BRINX RESOURCES LTD.





JULY
      31
            
            
            OCTOBER
      312008
            
            
            2007(Unaudited)
            
            
            (Audited)ASSETSCurrent
      assetsCash
      and cash equivalents
            
            $
            476,272
            
            
            $
            42,257Accounts
      receivable
            
            
            463,460
            
            
            
            281,500Total
      current assets
            
            
            939,732
            
            
            
            323,757Undeveloped
      mineral interests, at cost
            
            
            811
            
            
            
            811Oil
      and gas interests, full cost method of accounting,net
      of accumulated depletion
            
            
            2,269,656
            
            
            
            2,242,869Total
      assets
            
            $
            3,210,199
            
            
            $
            2,567,437LIABILITIES
      AND STOCKHOLDERS' EQUITYCurrent
      liabilitiesAccounts
      payable and accrued liabilities
            
            $
            272
            
            
            $
            194,479Loans
      and interest payable to related parties
            
            
            -
            
            
            
            21,676Due
      to related party
            
            
            -
            
            
            
            -Total
      current liabilities
            
            
            272
            
            
            
            216,155Asset
      retirement obligations
            
            
            37,697
            
            
            
            34,584Total
      liabilities
            
            
            37,969
            
            
            
            250,739Commitments
      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
            
            
            
            2,775,778Retained
      earnings / (Deficit)
            
            
            345,845
            
            
            
            (483,610
            )Total
      stockholders' equity
            
            
            3,172,230
            
            
            
            2,316,698Total
      liabilities and stockholders' equity
            
            $
            3,210,199
            
            
            $
            2,567,437







3


BRINX RESOURCES LTD.




FOR
      THE THREE MONTHS PERIOD ENDED
            
            
            FOR
      THE NINE MONTHS PERIOD ENDEDJULY
      31
            
            
            JULY
      312008
            
            
            2007
            
            
            2008
            
            
            2007REVENUES
            
            $
            772,984
            
            
            $
            552,042
            
            
            $
            1,648,748
            
            
            $
            1,082,231DIRECT
      COSTSProduction
      costs
            
            
            50,683
            
            
            
            43,425
            
            
            
            190,393
            
            
            
            107,451Depletion
      and accretion
            
            
            107,155
            
            
            
            359,949
            
            
            
            252,285
            
            
            
            624,099General
      and administrative
            
            
            144,398
            
            
            
            90,449
            
            
            
            376,406
            
            
            
            266,139(302,236
            )
            
            
            (493,823
            )
            
            
            (819,084
            )
            
            
            (997,689
            )OPERATING
      INCOME
            
            
            470,748
            
            
            
            58,219
            
            
            
            829,664
            
            
            
            84,542OTHER
      INCOME AND EXPENSEInterest
      expense - related
            
            
            -
            
            
            
            (507
            )
            
            
            (209
            )
            
            
            (1,571
            )NET
      INCOME FOR THE PERIOD
            
            $
            470,748
            
            
            $
            57,712
            
            
            $
            829,455
            
            
            $
            82,971Net
      Income Per Common Share-
      Basic
            
            $
            0.019
            
            
            $
            0.002
            
            
            $
            0.034
            
            
            $
            0.003-
      Diluted
            
            $
            0.019
            
            
            $
            0.002
            
            
            $
            0.034
            
            
            $
            0.003Weighted
      average number of common shares outstanding-
      Basic
            
            
            24,529,832
            
            
            
            24,529,832
            
            
            
            24,529,832
            
            
            
            24,529,832-
      Diluted
            
            
            24,729,832
            
            
            
            24,529,832
            
            
            
            24,729,832
            
            
            
            24,529,832









4


BRINX RESOURCES LTD.


FOR
      THE NINE MONTHS PERIODENDED
      JULY 31,2008
            
            
            2007CASH
      FLOWS FROM (USED IN) OPERATING ACTIVITIESNet
      income
            
            $
            829,455
            
            
            $
            82,971Adjustments
      to reconcile net income to net cash provided(used)
      by operating activities:Stock
      based compensation (note 8)
            
            
            26,077
            
            
            
            -Depletion
      and accretion
            
            
            252,285
            
            
            
            624,099Changes
      in working capital:Decrease
      (increase) in accounts receivable
            
            
            (181,960
            )
            
            
            (104,334
            )Increase
      (Decrease) in accounts payable and accrued liabilities
            
            
            (194,207
            )
            
            
            54,956Interest
      accrued to related party notes
            
            
            209
            
            
            
            1,571Increase
      in due to related party
            
            
            (1,171
            )
            
            
            805Positive
      cash generated in the quarter
            
            
            730,688
            
            
            
            660,068CASH
      FLOWS FROM (USED BY) INVESTING ACTIVITIESExpenditures
      on oil and gas interests
            
            
            (275,959
            )
            
            
            (1,068,894
            )Net
      cash (used) by investing activities
            
            
            (275,959
            )
            
            
            (1,068,894
            )CASH
      FLOWS FROM FINANCING ACTIVITIESRepayment
      of loan to related party
            
            
            (20,714
            )
            
            
            (10,000
            )Net
      cash provided (used) by financing activities
            
            
            (20,714
            )
            
            
            (10,000
            )Net
      increase (decrease) in cash
            
            
            434,015
            
            
            
            (418,826
            )Cash
      and cash equivalents, beginning of periods
            
            
            42,257
            
            
            
            436,547Cash
      and cash equivalents, end of periods
            
            $
            476,272
            
            
            $
            17,721SUPPLEMENTAL
      SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIESAssets
      retirement costs incurred
            
            $
            -
            
            
            $
            (5,858
            )Assets
      retirement obligation incurred
            
            $
            -
            
            
            $
            5,858










5
 BRINX
RESOURCES LTD.
 NOTES TO
CONDENSED 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.





The
accompanying condensed financial statements of the Company are
unaudited.  In the opinion of management, the condensed financial
statements include all adjustments, consisting only of normal recurring
adjustments, necessary for fair presentation.  The results of
operations for the nine-month period ended July 31, 2008 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-KSB for the year ended October 31,
2007.





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-KSB for the year ended October 31, 2007.





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
CONDENSED FINANCIAL STATEMENTS
 (Unaudited)


1.           ORGANIZATION
AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


(continued)





OIL AND
GAS INTERESTS (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





The
Company recognizes oil and gas revenues from its interests in producing wells as
oil and gas is produced and sold from these wells and when ultimate collection
is reasonably assured.





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
nine-month period ended July 31, 2008:





July
      31, 2008Basic
      earnings per share computation:Income
      from continuing operations
            
            $
            829,455Basic
      shares outstanding
            
            
            24,529,832Basic
      earnings per share
            
            $
            0.034Diluted
      earnings per share computation:Income
      from continuing operations
            
            $
            829,455Basic
      shares outstanding
            
            
            24,529,832Incremental
      shares from assumed conversions:Stock
      options
            
            
            200,000Warrants
            
            
            -Diluted
      shares outstanding
            
            
            24,729,832Diluted
      earnings per share
            
            $
            0.034





7
 BRINX
RESOURCES LTD.
 NOTES TO
CONDENSED 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:




Nine-month
      period ended
              July
      31, 2008Expected
      volatility
            100.36%Risk-free
      interest rate
            4.5%Expected
      life
            2
      yearsDividend
      yield
            0.0%








2.
            BASIS
      OF PRESENTATION AND LIQUIDITY





The
accompanying condensed financial statements have been prepared on the basis of
accounting principles applicable to a going concern, which contemplates the
realization of assets and extinguishment of liabilities in the normal course of
business.  As shown in the accompanying condensed balance sheet, the
Company has retained earnings of $345,845 through July 31, 2008.  The
Company has had losses in prior years and the Company may not have sufficient
cash flow to support future operations.  These factors among others
raise substantial doubt that the Company will be able to continue in
existence.  The Company’s financial statements do not include any
adjustments related to the realization of the carrying value of assets or the
amounts and classification of liabilities that might be necessary should the
Company be unable to continue in existence.  The Company’s ability to
establish itself as a going concern is dependent upon its ability to obtain
additional financing, in order to further its oil and gas production
operations.  Management believes it will require additional funding to
cover its anticipated costs and that such additional funding will be in the form
of equity financing from the sale of the Company’s common
stock.  However, there can be no assurances that such financing can be
secured.








3.         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 July 31, 2008 and
October 31, 2007.  Accordingly, no allowance for doubtful accounts or
bad debt expense has been recorded.





July
      31,
              2008
            
            
            October
      31, 2007Accounts
      receivable
            
            $
            463,460
            
            
            $
            281,500Less:
      allowance for doubtful account
            
            
            -
            
            
            
            -$
            463,460
            
            
            $
            281,500








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


4.
            OIL
      AND GAS INTERESTS





The
Company holds the following oil and natural gas interests:





July
      31,
              2008
            
            
            October
      31, 2007Owl
      Creek Project, Oklahoma
            
            $
            1,998,853
            
            
            $
            2,030,731Three
      Sands Project, Oklahoma
            
            
            1,191,617
            
            
            
            920,278Palmetto
      Point Project, Mississippi
            
            
            420,000
            
            
            
            420,000Frio-Wilcox
      Prospect, Mississippi
            
            
            400,000
            
            
            
            400,000PP
      F-12-2 and PP F-12-3, Mississippi
            
            
            123,360
            
            
            
            86,862Asset
      retirement cost
            
            
            28,365
            
            
            
            28,365Less:
      Accumulated depletion and impairment
            
            
            (1,892,539
            )
            
            
            (1,643,367
            )$
            2,269,656
            
            
            $
            2,242,869





Owl
Creek Project, Oklahoma


On August
10, 2005, the Company acquired a 70% working interest in Ranken Energy
Corporation’s Owl Creek Project for a total buy-in cost of $211,750 plus dry
hole costs.  The interest is located in Oklahoma.





On June
1, 2006, the Company completed the sale of 20% of the Powell #2 well and future
drill sites on the Owl Creek Project.  The Company retains a 50%
working interest in the Project.  The agreement called for a one time
cash payment to the Company of $300,000 and for each party to be responsible for
its portion of the cost to complete the Powell #2 well and future drill
sites.  The Company retained a 70% interest in two spacing units of
approximately 160 acres and the two wells located on them.  These
wells are the Johnson#1 and the producing well, the Powell #1.





On August
3, 2006, the Company completed the sale of 7.5% of the Isbill#1-36 well and
future drill sites on the Owl Creek Project.  The Company retains a
42.5% working interest in the Project.  The agreement called for a one
time cash payment to the Company of $100,000 and for each party to be
responsible for its portion of the cost to complete the Isbill#1-36 well and
future exploration.  The Company retained a 70% interest in two
spacing units of approximately160 acres and the two wells located on them and a
third spacing unit of approximately 80 acres where the Company retained a 50%
interest.  The 70% wells are the Johnson#1 and the producing well, the
Powell #1.  The 50% well and associated spacing unit is the producing
well, the Powell #2.





On March
15, 2007, the Company expended $403,675 on Isbill#2-36 well.  The
Company has a working interest of 42.5% and the well commenced production on
April 4, 2007.  On October 19, 2007, the Company expended $238,784 on
the Powell #3-25 well earning a working interest of 42.5%.  On
November 9, 2007, Powell #3-25 was abandoned and $174,245 was transferred to the
proven cost pool for depletion.  The unused estimated drilling costs
were applied to other operating well costs.





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 July 31, 2008
was $1,191,617.  The interests are located in Oklahoma.





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


4.           OIL
AND GAS INTERESTS (continued)





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.  The total cost of the Palmetto Point Project, to include costs
for the PP F-12-2 and PP F-12-3 wells, is $543,360 as of July 31,
2008.  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.





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
nine-month periods ended July 31, 2008 or 2007, 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 $249,172 and $621,257
for the nine-month periods ended July 31, 2008 and 2007,
respectively.


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


4.
            OIL
      AND GAS INTERESTS (continued)





Capitalized
Costs


July
      31, 2008
            
            
            October
      31, 2007Proved
      properties
            
            $
            3,866,023
            
            
            $
            3,575,064Unproved
      properties
            
            
            296,172
            
            
            
            311,172Total
      Proved and Unproved properties
            
            
            4,162,195
            
            
            
            3,886,236Accumulated
      depletion expense
            
            
            (1,470,187
            )
            
            
            (1,221,015
            )Impairment
            
            
            (422,352
            )
            
            
            (422,352
            )Net
      capitalized cost
            
            $
            2,269,656
            
            
            $
            2,242,869





Results
of Operations


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





July
      31, 2008
            
            
            July
      31, 2007Revenues
            
            $
            1,648,748
            
            
            $
            1,082,231Production
      costs
            
            
            (190,393
            )
            
            
            (107,451
            )Depletion
      and accretion
            
            
            (252,285
            )
            
            
            (624,099
            )Results
      of operations(excluding corporate overhead)
            
            $
            1,206,070
            
            
            $
            350,681








5.           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.





July
      31, 2008
            
            
            October
      31, 2007Loan
      repayable on December 31, 2007, bears interest at 6% per annum, and is
      unsecured
            
            $
            -
            
            
            $
            19,070Total
      loans
            
            
            -
            
            
            
            19,070Plus:
      accrued interest
            
            
            -
            
            
            
            2,606Total
      loans and interest payable
            
            
            -
            
            
            
            21,676Less:
      current portion
            
            
            -
            
            
            
            -$
            -
            
            
            $
            21,676





Interest
expensed was $209 and $1,571 for the nine-month periods ended July 31, 2008 and
2007, respectively.








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


6.           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 July
31, 2008 and October 31, 2007, 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 nine-month period ended July 31, 2008 and year ended October 31,
2007:





July
      31, 2008
            
            
            October
      31, 2007Balance,
      beginning of period
            
            $
            34,584
            
            
            $
            28,847Liabilities
      assumed
            
            
            -
            
            
            
            18,038Revisions
            
            
            -
            
            
            
            (16,326
            )Accretion
      expense
            
            
            3,113
            
            
            
            4,025Balance,
      end of period
            
            $
            37,697
            
            
            $
            34,584





The
reclamation obligation relates to the Kodesh and William wells at the Three
Sands Property; the Powell#1, Powell#2, Johnson#1 and Isbill#2-36 wells at the
Owl Creek 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.


12
 BRINX
RESOURCES LTD.
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (Unaudited)


7.
            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.





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 nine-month period ended July 31, 2008 is
presented below:


Options
      OutstandingWeighted
      AverageNumber
      of Shares
            
            
            Exercise
      PriceBalance,
      October 31, 2007
            
            
            -
            
            
            $
            -Granted
            
            
            200,000
            
            
            
            0.24Balance,
      July 31, 2008
            
            
            200,000
            
            
            $
            0.24





The
Company has the following options outstanding and exercisable.





July
      31, 2008
            Options
      outstanding and exercisableRange
      of exercise prices
            Number
      of shares
            Weighted
      average remaining contractual life
            Weighted
      Average Exercise Price$0.24
            200,000
            1.25
      years
            0.24





13
 BRINX
RESOURCES LTD.
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (Unaudited)


7.        COMMON
STOCK (continued)





SHARE
PURCHASE WARRANTS


Details
of the share purchase warrants for the nine-month period ended July 31, 2008 are
summarized as follows:




Number
      of WarrantsBalance,
      October 31, 2007
            1,229,832Warrants
      expired during the period
            (1,229,832)Balance,
      July 31, 2008
            -








8.         RELATED
PARTY TRANSACTIONS





During
the nine-month periods ended July 31, 2008 and 2007, the Company entered into
the following transactions with related parties:





a)
            On
      January 9, 2008, the Company repaid the remaining $17,899 of the loans and
      the accrued interest of $2,815 to related party totaling
      $20,714.  The difference of $1,171 was due to exchange
      variations in the Canadian Currency; accordingly, the outstanding loan was
      decreased by $1,171.





b)
            Interest
      expense on loans payable to related parties totaled $2,815 and $7,030 for
      the nine-month periods ended July 31, 2008 and July 31, 2007
      respectively.





c)
            The
      Company paid $44,925 (2007 - $44,100) in management fees and reimbursement
      of office space to the President of the
Company.





d)
            The
      Company paid $33,128 (2007 - $19,600) to Downtown Consulting, a related
      entity, for administration services, and $12,084 (2007 - $ nil) for
      consulting.





e)
            On
      November 2, 2007, the Company granted a non-qualified stock option with
      respect to 200,000 shares to the President.  (see note 7 - Stock
      Options)





f)
            The
      Company paid $25,000 (2007 - $ nil) in management fees to the director of
      the Company.








9.
            INCOME
      TAXES





Income
tax expense (benefit) for the nine months ended July 31, 2008 and for the year
ended October 31, 2007 consists of the following:





July
      31,
              2008
            
            
            October
      31,
              2007Current
      Taxes
            
            $
            -
            
            
            $
            -Deferred
      Taxes
            
            
            779,936
            
            
            
            276,713Less:
      valuation allowance
            
            
            (779,936
            )
            
            
            (276,713
            )Net
      income tax provision (benefit)
            
            $
            -
            
            
            $
            -








14
 BRINX
RESOURCES LTD.
 NOTES TO
CONDENSED FINANCIAL STATEMENTS
 (Unaudited)


9.
            INCOME
      TAXES (continued)





The
effective income tax rate for nine months ended July 31, 2008 and the year ended
October 31, 2007 differs from the U.S. Federal statutory income tax rate due to
the following:


July
      31
            
            October
      312008
            
            2007Federal
      statutory income tax rate
            (34.0%)
            
            (34.0%)State
      income taxes, net of federal benefit
            (3.91%)
            
            (3.91%)Permanent
      differences in debt
            0%
            
            0.00%Increase in valuation allowance
            37.91%
            
            37.91%Net
      income tax provision (benefit)
            —
            
            —





The
components of the deferred tax assets and liabilities as of July 31, 2008 and as
of October 31, 2007 and 2006 are as follows:


July
      31
            
            
            October
      312008
            
            
            2007Deferred
      tax assets:Federal
      and state net operating loss carryovers
            
            $
            679,446
            
            
            $
            679,446Excess
      percentage depletion
            
            
            208,674
            
            
            
            114,915Asset
      Retirement liability
            
            
            14,291
            
            
            
            13,111Exploration
      Costs
            
            
            0
            
            
            
            0Stock
      – based compensation
            
            
            0
            
            
            
            0Accrued
      Interest
            
            
            0
            
            
            
            0Deferred
      tax asset
            
            $
            903,041
            
            
            $
            807,472Deferred
      tax liabilities:Intangible
      drilling costs and other exploration costsCapitalized for financial reporting purposes
            
            
            (123,105
            )
            
            
            (530,759
            )Net deferred tax asset
            
            
            779,936
            
            
            
            276,713Less:
      valuation allowance
            
            
            (779,936
            )
            
            
            (276,713
            )Deferred
      tax liability
            
            $
            —
            
            
            $
            —





The
Company has a $1,792,195 net operating loss carryover as of October 31, 2007.
The net operating losses may offset against taxable income through the year
ended October 31, 2027. A portion of the net operating loss carryovers begin
expiring in 2021.





The
Company has provided a valuation allowance for the deferred tax asset at July
31, 2008 and October 31, 2007 as the likelihood of the realization of the tax
benefit of the net operating loss carry forward cannot be determined. The
valuation allowance increased by approximately $503,223 for the nine months
ended July 31, 2008.








10.
            SUBSEQUENT
      EVENTS





On August
29, 2008, the Company sold its working interests in the Owl Creek Project to an
unrelated third party for $3,068,685.








15


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 nine-month period
ended July 31, 2008 or during the fiscal years ended October 31, 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.





The
report of our independent auditors on our financial statements for the year
ended October 31, 2007, includes an explanatory paragraph relating to the
uncertainty of our ability to continue as a going concern.  Our
accumulated deficit was $483,610 at October 31, 2007. We had retained earnings
of $345,845 at July 31, 2008.  We need to generate additional revenues
and successfully maintain and expand our current level of
operations.  These factors raise substantial doubt about our ability
to continue as a going concern.  We expect that we will require
additional funding to cover these anticipated costs and that such additional
funding will be in the form of equity financing from the sale of our common
stock.  However, we cannot provide investors with any assurance that
we will be able to raise sufficient funding from the sale of our common stock to
cover our oil and gas operations or our other working capital
requirements.  We do not presently have any arrangements in place for
any future equity financing.  We believe that debt financing will not
be an alternative for our cash needs.





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.





Owl Creek
Project





Acquisitions and
Sales of Oil and Gas Interests.On August 10, 2005, we
acquired a 70% working interest in Ranken Energy Corporation’s Owl Creek Project
for a total buy-in cost of $211,750 plus dry hole costs (the “Owl Creek
Project”).  The Owl Creek Project is located in
Oklahoma.  Our working interest in the Owl Creek Project includes
leasehold interests, two re-entry test wells, geologic expenses, brokerage
costs, 3-D seismic usage, geophysical interpretations, and
overhead.  We also participate in drilling operations and related
costs.





On June
1, 2006, we completed the sale of 20% of the Powell #2 well and future drill
sites on the Owl Creek Project.  We received a one-time cash payment
of $300,000 and each party is responsible for its portion of the cost to
complete the Powell #2 well and future drill sites. Delta has funded its portion
of the completion cost of the Powell #2 as well as costs related to future wells
on the project.  As a result of the sale to Delta, we now hold a 50%
interest in the Powell #2 well.





16


Also in
June 2006, we acquired a 50% interest in an additional 85 leased acres located
at the eastern end of the Owl Creek Prospect, increasing the project’s scope to
over 1,200 acres.  We paid $17,000 for the additional
acreage.





On August
3, 2006, we completed the sale of 7.5% of the Isbill #1 well and future drill
sites on the Owl Creek Project.  We received a one-time cash payment
of $100,000.  We retained a 42.5% working interest in the Owl Creek
Project.  Each party is responsible for its portion of the costs to
drill and complete the Isbill #1 well and future drill sites.  We have
also retained a 70% interest in two spacing unit and the wells containing the
Johnson #1 and Powell #1 and a 50% interest in one spacing unit and the well
containing the Powell #2.





On March
15, 2007, we expended $403,675 on Isbill #2-36 well.  We hold a
working interest of 42.5% in the Isbill #2-36 well.





On
October 19, 2007, we expended $238,784 on Powell #3-25 well.  On
November 9, 2007, Powell #3-25 was abandoned and $174,245 was transferred to the
proven cost pool for depletion.  The unused estimated drilling costs
were applied to other operating well costs.  As of July 31, 2008, our
total costs associated with the Owl Creek Project are $1,998,853.





On August
29, 2008, we sold our working interests in the Owl Creek Project to an unrelated
third party for $3,068,685.





Operations.During
the three-month period ended July 31, 2008, 8,327 Bbls of oil and 2,757 MCF of
natural gas were produced at the Owl Creek Project.





We
completed the Powell #1 well on the Owl Creek Prospect in early February
2006.  As of the date of this filing, the Powell #1 well has produced
1,280 Bbl of oil and 8,227 MCF of natural gas. The well is currently shut in and
may be converted to a saltwater disposal well in the near future.





We
completed drilling the Powell #2 well in June 2006.  In April 2007,
the Powell #2 well was placed on a submersible pump.  As of July 31,
2008, the Powell #2 well has produced 79,933 Bbl of oil and 24,938 MCF of
natural gas.  As of the date of this filing, the Powell #2 is
averaging 50 Bbls of oil and 22 MCF of natural gas per day.





In late
August 2006, we commenced drilling an offset well to the Powell #2 well, the
Isbill #1 well. The well reached a total depth of 5,775 feet in mid-September
2006.  After examination of the well logs it was determined that the
sands that are producing in the Powell #2 were too thin in the Isbill #1 to
produce economic quantities of oil and gas. The Isbill #1 well has been plugged
and abandoned.





We
commenced drilling of the Isbill #2 well, a direct offset well to the Powell #2,
in February 2007. The Isbill #2 well reached a total depth of 5,700 feet in
mid-March 2007.  The Isbill #2 well was successfully completed and was
placed into production in April 2007.   In July of 2008
production of oil and gas from the Isbill declined and almost
stopped.  After trying several chemical treatments a small fracture
treatment was performed on the well.  This treatment was successful
and actually increased production rates from those prior to the treatment. As of
July 1, 2008, the Isbill #2 well has produced 19,142 Bbls of oil and 5,650 MCF
of natural gas through July 31, 2008 and as of the date of this filing is
averaging 42 Bbls of oil and 12 MCF of natural gas per day.





In
October 2007, drilling commenced on the Powell #3 well, a direct offset well to
the Powell #2 well.   Powell #3 well reached a total depth of
5,720 feet in November 2007.  After examination of the well logs, it
was determined that the sands that are producing in the Powell #2 and Isbill #2
wells were too thin in the Powell #3 well to produce economic quantities of oil
and gas.  As of the date of this filing, the Powell #3 well has been
plugged, reclaimed and abandoned.





17


Three Sands
Project





Acquisitions and
Sales of Oil and Gas Interests.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 (the “Three Sands
Project”).  Our working interest in the Three Sands Project includes
leasehold interests, one high-volume saltwater disposal well, one re-entry
production well, and three drilled wells.  We also participate in
drilling operations and related costs, in proportion to our working
interest.  The Three Sands Project is located in
Oklahoma.





During
the year ended October 31, 2006, we expended $530,081 in exploration costs for
the Three Sands Project.  In June 2007, we acquired a 40% working
interest in the 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 prepaid drilling
costs.  During March and April 2008, we expended an additional $48,763
for intangible and tangible costs, and $161,650 from May to July 2008 for the KC
80#1-11 well.





As of
July 31, 2008, our total costs associated with the Three Sands Project are
$1,191,617.





Operations.During
the three-month period ended July 31, 2008, 1,732 Bbls of oil and 7,203 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 July 31, 2008, it has produced 3,377 Bbls of oil
and 4,086 MCF of natural gas.





During
January 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 July 31, 2008, the Dye Estate #1 well has produced 2,371
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 seven Bbls of oil and 25 MCF of
natural gas per day but since that time the oil production has decline to 3.5
barrels of oil per day but the natural gas has risen to 35 MCF of gas per
day.  As of July 31, 2008, the Williams #4-10 has produced 1,088 Bbls
of oil and 6,441 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 August 31, 2008,
the KC 80 #1-11 well is producing at a rate of 36 Bbls of oil and 85 MCF of
natural gas daily.  As of July 31, 2008, the KC 80-1-11 has produced
1,138 barrels of oil and 3,596 MCF of natural gas.





18


Palmetto Point
Project





Acquisitions and
Sales of Oil and Gas Interests.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.





As of
July 31, 2008, 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
$543,360.





Operations.During
the three-month period ended July 31, 2008, 900 Bbls of oil and 23,217 MCF of
natural gas were produced at the Palmetto Point Project.





As of
July 31, 2008, 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, will be
placed on a pump during the third calendar quarter of 2008.





As of
July 31, 2008, our completed oil and gas wells at the Palmetto Point Project
have had total production of 221,036 MCF of natural gas and 20,351 Bbls of
oil.  However, the current average daily production rate at the
Palmetto Point Project has risen to 252 MCF per day of natural gas and 0 Bbls of
oil per day.





Both the
PP F-12 PP F-12-3 oil well locations and several of our gas well locations have
been flooded at the Palmetto Point Project.  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 flood waters.  We do not believe that the flooding
will adversely affect future oil recovery from these wells.  Flood
waters have now receded.  However, two recent hurricanes have caused
some new flooding and have blocked the roads with fallen trees.  As
soon as it dries out sufficiently and the trees have been removed, a workover
rig will be brought in and the pumps will be installed.  It is
estimated that this should take place in mid-September 2008.





MississippiFrio-Wilcox Joint
Venture





Acquisitions and
Sales of Oil and Gas Interests.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”).  In exchange
for our interest, we paid $100,000 as of October 31, 2006 and an additional
$200,000 on November 16, 2006.   As a result of weather related
delays, the requirement for our final payment of $100,000 was deferred and paid
in February 2007.  We hold a 10% working interest in the Mississippi
Frio-Wilcox Joint Venture project before production and a prorated reduced
working interest after production based on the operator’s interest
portion.





19


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.





Operations.During
the three-month period ended July 31, 2008, 37,718 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, five
wells were initially deemed successful and four wells were dry holes and were
not completed.  One of the five wells initially deemed to be
successful was the BR F-24.  However, subsequent testing of the BR
F-24 indicated that it was not commercially viable and the well was plugged and
abandoned in 2007.  The four remaining successful wells were the Faust
#1, USA 39-14, USA 1-37 and the BR F-33.  The USA 39-14 and BR f-30
have been completed and are now also producing natural gas.  As of
July 31, 2008, these three wells have produced 166,065 MCF of natural gas and
are currently averaging a combined daily flow of 409 MCF per day of natural
gas.  No further exploration wells are currently planned for this
project.





Mineral
Interests





AntelopePass





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 nine-month period
ended July 31, 2008 or during the fiscal years ended October 31, 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 July 31, 2008 compared to the three months ended July 31,
2007.





We
realized revenues of $772,984 during the three months ended July 31, 2008,
compared with $552,042 during the three months ended July 31, 2007, an
increase of $220,942, due to our increased gas production as well as increased
oil and natural gas prices.  Our new well, the KC 80#11 started producing
oil and gas in May 2008.  During the three-month period ended July 31,
2008, 10,959 Bbls of oil and 70,895 MCF of natural gas were produced at our oil
and gas properties.  However, we can provide no assurance that we will
continue to produce commercially exploitable levels of oil and gas resources on
our properties, or if additional resources are discovered, that we will enter
into commercial production of such oil and gas properties.




For the
three months ended July 31, 2008, our net income was $470,748, compared with
$57,712 for the three months ended July 31, 2007, an increase of
$413,036.  The increase of our net income was largely attributable to
the increase in our revenues and the decrease of our direct costs both as an
absolute amount and a percentage of revenues.





We
incurred direct costs of $302,236 during the three months ended July 31, 2008,
compared with $493,823 during the three months ended July 31, 2007, a decrease
of $191,587.  Our depletion and accretion costs were $107,155 during
the three months ended July 31, 2008, compared with $359,949 during the three
months ended July 31, 2008, a decrease of $252,794.  The decrease in
our depletion costs is related to an increase in our reserves. We use the
reserve report prepared during the last quarter of fiscal 2007 to calculate
depletion on a quarterly basis for the following year.  The reserve report
indicated that our reserves increased relative to prior periods, which resulted
in lower depletion for the current quarter.





20


The
decrease in our depletion and accretion costs was offset by an increase in our
production costs and general and administrative costs.  Our general
and administrative costs increased to $144,398 for the three months ended July
31, 2008, from $90,449 for the three months ended July 31, 2007.  The
increase is attributable to the increase in the cost of administrative services,
an increase in state taxes resulting from the increase in our oil and gas
revenues, and the fact that we began paying one of our directors $5,000 per
month for consulting fees beginning in March 2008.  Our production
costs also increased to $50,683 for the three months ended July 31, 2008, from
$43,425 for the three months ended July 31, 2007, an increase of $7,258, all
directly attributable to our increased oil and gas activities.





As a
result of our net income for the quarter, we had retained earnings of $345,845
at July 31, 2008.





Nine
months ended July 31, 2008 compared to the nine months ended July 31,
2007.





We
realized revenues of $1,648,748 during the nine months ended July 31, 2008,
compared with $1,082,231 during the nine months ended July 31, 2007, an
increase of $566,517, due to our increased oil and gas production as well as
increased oil and natural gas prices. However, we can provide no assurance that
we will continue to produce commercially exploitable levels of oil and gas
resources on our properties, or if additional resources are discovered, that we
will enter into commercial production of such oil and gas
properties.




For the
nine months ended July 31, 2008, our net income was $829,455, compared with
$82,971 for the nine months ended July 31, 2007, an increase of
$746,484.  The increase of our net income was largely attributable to
the increase in our revenues and the decrease of our direct costs both as an
absolute amount and as a percentage of revenues.





We
incurred direct costs of $819,084 during the nine months ended July 31, 2008,
compared with $997,689 during the nine months ended July 31, 2007, a decrease of
$178,605.  Our depletion and accretion costs were $252,285 during the
nine months ended July 31, 2008, compared with $624,099 during the nine months
ended July 31, 2008, a decrease of $371,814.   The decrease in
our depletion costs is related to an increase in our reserves. We use the
reserve report prepared during the last quarter of fiscal 2007 to calculate
depletion on a quarterly basis for the following year.  The reserve report
indicated that our reserves increased relative to prior periods, which resulted
in lower depletion for the current period.





The
decrease in our depletion and accretion costs was offset by an increase in our
production costs and general and administrative costs.  Our production
costs during the nine months ended July 31, 2008 were $190,393, compared with
$107,451 during the nine months ended July 31, 2007, an increase of $82,942, all
directly attributable to our increased oil and gas activities.  Our
general and administrative costs increased to $376,406 for the nine months ended
July 31, 2008, from $266,139 for the nine months ended July 31, 2007, an
increase of $110,267.  The increase in our general and administrative
costs was largely attributable to an increase in costs associated with
professional legal and accounting services necessary as a reporting issuer under
the Securities Exchange Act of 1934 and stock based compensation costs of
$26,077.





Liquidity
and Capital Resources




As of
July 31, 2008, we had cash of $476,272 and working capital of $939,460, compared
to cash of $42,257 and working capital of $107,602 as of October 31,
2007.  Our accounts receivable increased to $463,460 at July 31, 2008,
compared with $281,500 at October 31, 2007, an increase of
$181,960.  In addition, our current liabilities decreased to $272 at
July 31, 2008, compared with $216,155 at October 31, 2007.





During
the nine months ended July 31, 2008, net cash provided by operating activities
was $730,688, compared with $660,068 during the nine months ended July 31, 2007,
an increase of $70,620, primarily due to our increased net income for the
current period.





Net cash
used by investing activities during the nine months ended July 31, 2008 was
$275,959, compared with $1,068,894 during the nine months ended July 31, 2007, a
decrease of $792,935.  This decrease is largely due to lessened
acquisition activity in fiscal 2008 compared to fiscal 2007.





21


We used
cash of $20,714 to repay loans during the nine months ended July 31, 2008,
compared with $10,000 during the nine months ended July 31, 2007.  We
had no proceeds from the sale of our common stock during the nine months ended
July 31, 2008 or 2007, respectively.





Off-Balance
Sheet Arrangements





As of
July 31, 2008, 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 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”).  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.  The liability is capitalized as part
of the related long-lived asset’s carrying amount.  Over time,
accretion of the liability is recognized as an operating expense and the
capitalized cost is depreciated over the expected useful life of the related
asset.  Our asset retirement obligations are related to the plugging,
dismantlement, removal, site reclamation and similar activities of our oil and
gas exploration activities.





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.





22


Going
Concern





The
report of our independent auditors on the financial statements for the year
ended October 31, 2007, included an explanatory paragraph relating to the
uncertainty of our ability to continue as a going
concern.  Additionally, our retained earnings through July 31, 2008
was $345,845.  We have had losses in prior years and we may not have
sufficient cash flow to support future operations.  These factors,
among others, raise substantial doubt about our ability to continue as a going
concern.  There can be no assurance that we will be able to obtain
additional funding to engage in further exploration of our oil and gas
properties nor is there assurance that our operations will continue to be
profitable.








Item
3.           Quantitative
and Qualitative Disclosures About Market Risk





Not
required.








Item
4T.         Controls and
Procedures





Evaluation
of Disclosure Controls And Procedures





As of the
end of the period covered by this report, our sole officer carried out an
evaluation of the effectiveness of the design and operation of our disclosure
controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the
Exchange Act).  Disclosure controls and procedures are controls and
other procedures that are designed to ensure that information required to be
disclosed in our reports filed or submitted under the Securities Exchange Act of
1934 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 in our reports filed under the
Exchange Act is accumulated and communicated to management, including our sole
officer, as appropriate, to allow timely decisions regarding required
disclosure.





In
conducting his evaluation concerning the current three-month period ended July
31, 2008, our sole officer considered the previous determination that there was
a material weakness in our internal controls over financial reporting in
connection with our three-month period ended January 31,
2008.  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, our sole officer concluded that because our
sole officer serves in both of these functions and we do not have an audit
committee, we had a material weakness in our internal controls, and further,
design and operation of our disclosure controls and procedures were not
effective as of January 31, 2008.





Further,
based on his evaluation concerning the three-month period ended July 31, 2008,
our sole officer concluded that the underlying causes concerning a material
weakness in our internal controls, as well as the determination that that the
design and operation of our disclosure controls and procedures were not
effective, remained unresolved. As a result, our sole officer has concluded that
we had a material weakness in our internal controls and the design and operation
of our disclosure controls and procedures were not effective as of the end of
the period covered by this report, July 31, 2008.  Our sole officer
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 changes in our internal controls in response to the
requirements of Sarbanes Oxley §404.  During the remainder of fiscal
2008, we will 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 July 31, 2008 that have materially affected, or are reasonably
likely to materially affect, our internal control over financial
reporting.







23


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-X
      Number
            Exhibit3.1
            Articles
      of Incorporation (1)3.2
            Bylaws
      (1)3.3
            Certificate
      of Change Pursuant to NRS 78.209 (2)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.


24


SIGNATURES







In
accordance with the requirements of the Exchange Act, the registrant caused this
report to be signed on its behalf by the undersigned, thereunto duly
authorized.




BRINX RESOURCES
      LTD.Date: 
      September 12, 2008
              By:
              /s/ Leroy
      HaltermanLeroy
      HaltermanPresident,
      Secretary & Treasurer(principal
      executive and financial officer)