UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                   FORM 10-QSB

(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934
         For the quarterly period ended: April 30, 2007

[ ]      TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
         For the transition period from _________________ to ________________

                        Commission file number 333-102441

                              BRINX RESOURCES LTD.
        (Exact name of small business issuer as specified in its charter)

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

                 820 PIEDRA VISTA ROAD NE, ALBUQUERQUE, NM 87123
               (Address of principal executive offices)(Zip Code)

                                 (505) 250-9992
                           (Issuer's telephone number)

                                 NOT APPLICABLE
        (Former name, former address, and former fiscal year, if changed
                               since last report)

Check  whether the issuer (1) filed all reports  required to be filed by Section
13 or 15(d) of the  Exchange  Act during the past 12 months (or for such shorter
period that the registrant was required to file such reports),  and (2) has been
subject to such filing requirements for the past 90 days.   Yes   X    No
                                                                -----    -----

Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).                            Yes        No  X
                                                                -----    -----

State the number of shares outstanding of each of the issuer's classes of common
equity, as of the latest practicable date:
     24,529,832 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF MAY 31, 2007

Transitional Small Business Disclosure Format (check one):  Yes        No  X
                                                                -----    -----

<PAGE>
                              BRINX RESOURCES LTD.
                                      INDEX


                                                                            PAGE
PART I.    UNAUDITED FINANCIAL INFORMATION

  Item 1.  Condensed Interim Financial Statements

           Condensed Balance Sheets
              April 30, 2007 (unaudited) and October 31, 2006                 3

           Condensed Statements of Operations (unaudited)
              Three and Six Months Ended April 30, 2007 and 2006              4

           Condensed Statements of Cash Flows (unaudited)
              Six Months Ended April 30, 2007 and 2006                        5

           Notes to Condensed Financial Statements (unaudited)                6

  Item 2.  Management's Discussion and Analysis or Plan of Operation         11

  Item 3.  Controls and Procedures                                           16

PART II.   OTHER INFORMATION

  Item 1.  Legal Proceedings                                                 16

  Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds       16

  Item 3.  Defaults Upon Senior Securities                                   16

  Item 4.  Submission of Matters to a Vote of Security Holders               16

  Item 5.  Other Information                                                 16

  Item 6.  Exhibit Index                                                     16

  Signatures                                                                 18










                                       2

<PAGE>
                              BRINX RESOURCES LTD.
                            CONDENSED BALANCE SHEETS

<TABLE>
<CAPTION>
                                                                              APRIL 30          OCTOBER 31
                                                                                2007              2006
                                                                            (Unaudited)         (Audited)
                                                                          ---------------    ---------------
<S>                                                                       <C>                <C>
 ASSETS

 CURRENT ASSETS
    Cash and cash equivalents                                             $       42,329     $      436,547
    Accounts receivable                                                          158,173            173,003
                                                                          ---------------    ---------------

    Total current assets                                                         200,502            609,550

 UNDEVELOPED MINERAL INTERESTS, AT COST                                              811                811

 OIL AND GAS INTERESTS, FULL COST METHOD OF ACCOUNTING,
   NET OF ACCUMULATED DEPLETION                                                2,261,247          1,808,850
                                                                          ---------------    ---------------

 TOTAL ASSETS                                                             $    2,462,560     $    2,419,211
                                                                          ===============    ===============


 LIABILITIES AND STOCKHOLDERS' EQUITY

 CURRENT LIABILITIES
    Accounts payable and accrued liabilities                              $      118,277     $       95,716
    Loans and interest payable to related parties                                 34,898                -
                                                                          ---------------    ---------------

    Total current liabilities                                                    153,175             95,716

 LOANS AND INTEREST PAYABLE TO RELATED PARTIES                                       -               43,655

 ASSET RETIREMENT OBLIGATIONS                                                     33,133             28,847
                                                                          ---------------    ---------------

 TOTAL LIABILITIES
                                                                                 186,308            168,218
                                                                          ---------------    ---------------
 COMMITMENTS AND CONTINGENCIES

 STOCKHOLDERS' EQUITY
    Preferred stock - $0.01 par value; authorized - 1,000,000 shares
      Issued - none                                                                  -                  -

    Common stock - $0.001 par value; authorized - 100,000,000 shares
      Issued and outstanding - 24,529,832 shares at October 31, 2006 and
         at April 30, 2007                                                        24,530             24,530

    Capital in excess of par value                                             2,775,778          2,775,778

    Accumulated (deficit)                                                       (524,056)          (549,315)
                                                                          ---------------    ---------------

    Total stockholders' equity                                                 2,276,252          2,250,993
                                                                          ---------------    ---------------

 TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                               $    2,462,560     $    2,419,211
                                                                          ===============    ===============
</TABLE>


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

                                        3
<PAGE>
                              BRINX RESOURCES LTD.
                       CONDENSED STATEMENTS OF OPERATIONS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                        FOR THE THREE MONTH PERIOD ENDED     FOR THE SIX MONTH PERIOD ENDED
                                                                      APRIL 30                           APRIL 30
                                                              2007              2006              2007             2006
                                                       ----------------------------------   ---------------------------------
<S>                                                    <C>                <C>               <C>               <C>

REVENUES                                               $       282,400    $       44,270    $      530,189    $       44,270
                                                       ----------------   ---------------   ---------------   ---------------

DIRECT COSTS
   Production costs                                             43,067            10,100            64,026            10,100
   Depletion and accretion                                      82,384            20,218           264,150            20,218
   General and administrative                                  115,362            63,265           175,690           103,510
                                                       ----------------   ---------------   ---------------   ---------------

                                                              (240,813)          (93,583)         (503,866)         (133,828)
                                                       ----------------   ---------------   ---------------   ---------------

OPERATING INCOME (LOSS)                                         41,587           (49,313)           26,323           (89,558)

OTHER INCOME AND EXPENSE
   Interest expense - related                                     (481)             (644)           (1,064)           (1,275)
                                                       ----------------   ---------------   ---------------   ---------------

NET INCOME (LOSS) FOR THE PERIOD                       $        41,106    $      (49,957)   $       25,259    $      (90,833)
                                                       ================   ===============   ===============   ===============

NET INCOME (LOSS) PER COMMON SHARE
- BASIC                                                $         0.002    $       (0.002)   $        0.001    $        (0.004)
                                                       ================   ===============   ===============   ===============
- DILUTED                                              $         0.002    $       (0.002)   $        0.001    $        (0.004)
                                                       ================   ===============   ===============   ===============

WEIGHTED AVERAGE NUMBER OF COMMON SHARES OUTSTANDING
- BASIC
                                                            24,529,832        23,796,325        24,529,832        23,603,792
                                                       ================   ===============   ===============   ===============
- DILUTED
                                                            24,529,832        23,796,325        24,529,832        23,603,792
                                                       ================   ===============   ===============   ===============
</TABLE>




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

                                        4
<PAGE>
                              BRINX RESOURCES LTD.
                       CONDENSED STATEMENTS OF CASH FLOWS
                                   (Unaudited)

<TABLE>
<CAPTION>
                                                                                       FOR THE SIX MONTH PERIOD
                                                                                            ENDED APRIL 30,
                                                                                       2007                2006
                                                                              ----------------------------------------
<S>                                                                           <C>                   <C>
CASH FLOWS FROM OPERATING ACTIVITIES

   Net income (loss)                                                          $          25,259     $         (90,833)

   Adjustments to reconcile net income (loss) to net cash provided
         (used) by operating activities:
      Depletion and accretion                                                           264,150                20,218
      Interest accrued to note                                                            1,064                 1,275

   Changes in working capital:
      Decrease (increase) in accounts receivable                                         14,830               (21,191)
      Increase (decrease) in accounts payable and accrued liabilities                    22,561              (451,094)
      Increase (decrease) in due to related party                                           179                 1,660
                                                                              ------------------    ------------------

   Net cash provided (used) by operating activities                                     328,043              (539,965)
                                                                              ------------------    ------------------

CASH FLOWS FROM INVESTING ACTIVITIES

   Expenditures on oil and gas interests                                               (712,261)           (1,005,513)
                                                                              ------------------    ------------------
CASH FLOWS FROM FINANCING ACTIVITIES

   Sale of common stock                                                                     -               1,009,939
   Repayment of loan to related party                                                   (10,000)                  -
                                                                              ------------------    ------------------

   Net cash provided (used) by financing activities                                     (10,000)            1,009,939
                                                                              ------------------    ------------------

NET (DECREASE) IN CASH                                                                 (394,218)             (535,539)

CASH AND CASH EQUIVALENTS, BEGINNING OF PERIODS                                         436,547               582,986
                                                                              ------------------    ------------------

CASH AND CASH EQUIVALENTS, END OF PERIODS                                     $          42,329     $          47,447
                                                                              ==================    ==================
</TABLE>


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

                                        5

<PAGE>
                              BRINX RESOURCES LTD.
                     NOTES TO CONDENSED FINANCIAL STATEMENTS
                                 April 30, 2007
                                   (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 No. 7 ("SFAS 7"). Effective
         2006, the Company ceased being considered a development stage company.

         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 three  and six  month  periods  ended  April  30,  2007 are not
         necessarily  indicative of the  operating  results for the entire year.
         These condensed financial statements should be read in conjunction with
         the financial  statements and notes included in our Form 10-KSB for the
         year ended October 31, 2006.

         Except for the  historical  information  contained in this Form 10-QSB,
         this Form contains  forward-looking  statements  that involve risks and
         uncertainties.  Our 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,
         2006.

         USE OF 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.

         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.

         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.


                                       6
<PAGE>
                              BRINX RESOURCES LTD.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                 April 30, 2007
                                   (Unaudited)

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

         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.

         INCOME TAXES
         We have made no provision  for income taxes for the three month and six
         month  periods  ended April 30, 2007 and 2006 since the pre-tax  income
         will  be  offset  by  net   operating   loss   carryforwards.   We  had
         approximately  $1,276,484  and  $742,396  of such  carryforwards  as of
         October 31, 2006 and 2005, respectively.

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 sheets,  the Company has accumulated a
         deficit of $524,056  through April 30, 2007. These factors among others
         raise  substantial  doubt that the Company  will be able to continue in
         existence.  The Company's condensed 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 commence
         exploration  activities  on its  mining  property  and  ultimately,  to
         achieve  profitable  operations.  Management  believes that they can be
         successful in obtaining  equity financing which will enable the Company
         to continue in existence and establish itself as a going concern.

3.       OIL AND GAS INTERESTS
         The Company holds the following oil and gas interests:

<TABLE>
<CAPTION>
                                                                           April 30,              October 31,
                                                                              2007                   2006
                                                                      ------------------     ------------------
<S>                                                                   <C>                    <C>
          Owl Creek Project, Oklahoma                                 $       1,717,671      $       1,318,846
          Three Sands Project, Oklahoma                                         631,517                618,081
          Palmetto Point Project, Mississippi                                   420,000                420,000
          Frio-Wilcox Prospect, Mississippi                                     400,000                100,000
          Asset retirement cost                                                  29,175                 26,654
          Less: Accumulated depletion and impairment                           (937,116)              (674,731)
                                                                      ------------------     ------------------
                                                                      $       2,261,247      $       1,808,850
                                                                      ==================     ==================
</TABLE>

         OWL CREEK PROJECT
         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.



                                       7
<PAGE>
                              BRINX RESOURCES LTD.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                 April 30, 2007
                                   (Unaudited)


3.       OIL AND GAS INTERESTS (CONTINUED)

         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 their 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.

         THREE SANDS PROJECT
         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. The interests are located in Oklahoma.

         PALMETTO POINT PROJECT
         On  February  28,  2006,  the Company  acquired a 10% working  interest
         before production and an 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. The interests are located in Mississippi.

         FRIO-WILCOX PROJECT
         On August 2, 2006,  the  Company  signed a  memorandum  agreement  with
         Griffin & Griffin LLC (which serves as 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.

         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
         recorded for the three month and six month periods ended April 30, 2007
         or 2006.

         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
         $81,469 and $19,604 for the three months ended April 30, 2007 and 2006,
         respectively  and  $262,385  and $19,604 for the six months ended April
         30, 2007 and 2006, respectively.




                                       8
<PAGE>
                              BRINX RESOURCES LTD.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                           Period ended April 30, 2007
                                   (Unaudited)

4.       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 October 31, 2006, 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 will  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  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.

         We will  amortize  the  amount  added  to oil and  gas  properties  and
         recognize 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 following periods:

<TABLE>
<CAPTION>
                                                         April 30,            October 31,
                                                            2007                 2006
                                                    ------------------     ----------------
<S>                                                 <C>                    <C>
          Balance, beginning of period              $          28,847      $         3,595
          Liabilities assumed                                   2,521               23,059
          Accretion expense                                     1,765                2,193
                                                    ------------------     ----------------
          Balance, end of period                    $          33,133      $        28,847
                                                    ==================     ================
</TABLE>

         The  reclamation  obligation  relates to the Kodesh  wells at the Three
         Sands  Property;  Powell#1 and #2 and Johnson #1 wells at the Owl Creek
         Property,  the F36-2,  F-39, F-40, F-42, F-118,  F-6B, F-52A, F-4, F-29
         and F-12 at the Palmetto  Point  Project and the F-14 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  to  the
         applicable laws and  regulations.  Such changes will be recorded in the
         accounts of the Company as they occur.

5.       INCOME/(LOSS) PER SHARE
         The following table sets forth the computation of basic and diluted net
         income/(loss) per share for the periods indicated:

                        Three month period ended          Six month period ended
                                  April 30, 2007                  April 30, 2007
                       ---------------------------------------------------------
             Basic     $              24,529,832         $            24,529,832
             Options                           0                               0
             Warrants                          0                               0
                       ---------------------------------------------------------
             Diluted   $              24,529,832         $            24,529,832
                       =========================================================

         For the three and six month periods ended April 30, 2007, 200,000 stock
         options and 1,729,832 stock purchase  warrants were not included in the
         computation of diluted net income per share because the effect would be
         anti-dilutive since the exercise price is in excess of the stock price.


                                       9
<PAGE>
                              BRINX RESOURCES LTD.
               NOTES TO CONDENSED FINANCIAL STATEMENTS (CONTINUED)
                                 April 30, 2007
                                   (Unaudited)

5.       INCOME/(LOSS) PER SHARE (CONTINUED)

         For the three and six month periods ended April 30, 2006, 200,000 stock
         options and 1,160,622 stock purchase  warrants were not included in the
         computation  of diluted net loss per share  because the effect would be
         anti-dilutive.

6.       RELATED PARTY TRANSACTIONS
         During the three month and six month periods ended April 30, 2007,  the
         Company entered into the following transactions with related parties:

         a) As of April 30, 2007, loans due to related parties totaling $28,374,
         (compared to $42,598 as of April 30, 2006),  were  outstanding and have
         been  extended to December 18 and 31, 2007,  with interest at the prime
         rate and 6% per annum. On December 24, 2006, the Company repaid $10,000
         of the loans to one of the related parties.

         b) As of April 30, 2007,  accrued  interest expense on loans payable to
         related  parties  totaled  $6,524,  compared  to $1,275 as of April 30,
         2006.

         c) Paid  $15,000  and  $30,000  during  the  three  month and six month
         periods  ending April 30, 2007,  respectively,  in management  fees and
         reimbursement  of office space to the  President  of the Company.  Paid
         $15,000 and $30,000 during the three month and six month periods ending
         April 30, 2006,  respectively,  in management fees and reimbursement of
         office space to the President of the Company.

         d) Paid $6,500 and $7,795 for the three months ended April 30, 2007 and
         2006,  respectively,  and $13,000 and $12,971 for the six months  ended
         April 30,  2007 and  2006,  respectively,  to  Downtown  Consulting,  a
         related entity, for administration services.  Additionally,  during the
         month of February  2007,  the  Company,  through  Downtown  Consulting,
         placed  $35,000  into  escrow  with a property  broker for  purposes of
         reviewing   a   potential   mineral   property   acquisition.   Upon  a
         determination  by the  Company  that  the  potential  mineral  property
         acquisition  was not feasible,  the funds were released from escrow and
         returned to the Company twelve days later.










                                       10
<PAGE>
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

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.

         Until 2005, our focus was on our undeveloped  mineral  interests and we
were considered,  at that time, to be a development stage company engaged in the
acquisition and exploration of mineral and oil and gas properties. We still hold
an  interest  in  undeveloped  mineral  interests  located  in New  Mexico  (the
"Antelope  Pass  Project").  However,  in 2005,  we suspended  activities on our
undeveloped mineral properties indefinitely in order to focus on our oil and gas
properties and we did not conduct any  operations or  exploration  activities on
our undeveloped mineral properties during the fiscal year ended October 31, 2006
or during the six months ended April 30, 2007.

         During 2005 and 2006, we acquired undeveloped oil and gas interests and
commenced exploration activities on those interests. Our undeveloped oil and gas
interests are located in Oklahoma and Mississippi. In 2006, we commenced oil and
gas production and started earning revenues. Prior to 2006, we were considered a
development  stage  company as  defined by  Statement  of  Financial  Accounting
Standards  No. 7 ("SFAS  7").  Effective  2006,  we ceased  being  considered  a
development stage company.

         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.
As noted above, we have suspended our efforts  indefinitely on the Antelope Pass
Project  in  order  to  focus  on our oil and gas  interests.  Although  we have
commenced oil and gas production,  we cannot provide assurance to investors that
our oil and gas projects or our mineral claims contain commercially  exploitable
resources.

         The proceeds from our private  placements  of  $1,749,908  and from the
sale of oil and gas  interests of $400,000  during fiscal year ended October 31,
2006, and our operating revenues, are insufficient to cover the costs associated
with our oil and gas  properties  and our  other  working  capital  requirements
during fiscal year ended  October 31, 2007. As a result,  we expect that we will
require  additional  funding to cover the costs  associated with our oil and gas
properties and our other working capital  requirements  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

         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. A "working interest" is
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 owners of royalties.
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 will also participate in drilling
operations and related costs.

         On June 1, 2006,  we sold an  undivided  20% of our 70% interest in the
Powell #2 well and untested  spacing units at the Owl Creek Project to Delta Oil
and Gas Inc.,  a Nevada  corporation  ("Delta"),  for a lump sum cash payment of
$300,000.  Delta has funded its portion of the completion  cost of the Powell #2
well,  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.



                                       11
<PAGE>

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

         On August 3,  2006,  we sold an  additional  7.5%  interest  of our 50%
interest in the untested  acreage in the Owl Creek Project to Lexaria  Corp.,  a
Nevada corporation ("Lexaria"),  for a lump sum payment of $100,000. As a result
of the sale to Lexaria,  we now retain a 42.5% interest in the untested  acreage
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.

         OPERATIONS. We completed the Powell #1 well on the Owl Creek Project in
early  February  2006.  During  production,  the Powell #1 well  produced  1,280
barrels  of oil and 8,227 mcf of natural  gas ("mcf" is defined as one  thousand
cubic feet). The Powell #1 well is currently being pumped at regular  intervals.
It may be converted to a saltwater  disposal  well in the future.  We hold a 70%
interest in the Powell #1 well.

         We completed  drilling the Powell #2 well in June 2006. As of April 30,
2007,  the Powell #2 well has produced  38,996  barrels of oil and 11,260 mcf of
natural gas. In early April 2007, the Powell #2 well was placed on a submersible
pump.  Since the  Powell  #2 well was  placed on the  submersible  pump,  it has
averaged  160  barrels  of oil and  over 50 mcf of gas  per  day.  We hold a 50%
interest in the Powell #2 well.

         In late August 2006, we commenced drilling the Isbill #1 well, which is
an offset well to the Powell #2 well.  The Isbill #1 well  reached a total depth
of 5,775 feet in  mid-September  2006.  After  examination  of the well logs, we
determined that the sands that are producing in the Powell #2 well were too thin
in the  Isbill  #1 well to  produce  economic  quantities  of oil and gas.  As a
result,  the Isbill #1 well has been  plugged  and the drill  location  has been
restored. We hold 42.5% interest in the Isbill #1 well.

         In late  February  2007,  we  commenced  drilling the Isbill #2 well, a
direct  offset to the Powell #2  producing  well.  The Isbill #2 well  reached a
total depth of 5,700 feet on March 14, 2007.  The Isbill #2 well was placed into
production in early April 2007 and has produced  1,404 barrels of oil 981 mcf of
gas through the end of April 2007. We hold 42.5% interest in the Isbill #2 well.

         THREE SANDS PROJECT

         ACQUISITION 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").
The Three Sands  Project is located in  Oklahoma.  Our  working  interest in the
Three Sands Project includes leasehold interests,  one re-entry production well,
and two drilling wells. We also  participate in drilling  operations and related
costs in proportion to our working interest.

         OPERATIONS.  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 is now producing oil and
gas. As of April 30, 2007,  the Kodesh #2 well has produced 2,344 barrels of oil
and 3,391mcf of natural gas.

         During  January  2007, we  re-entered  the Dye Estate #1 well.  The Dye
Estate #1 well is  currently  being tested in a former  producing  zone and will
subsequently be tested in an untested and un-produced zone shallow. This zone is
the  Garber  sand and lies at a depth of  approximately  1,700 feet in the 2,100
foot deep Dye Estate #1 well.  In the event the Dye Estate #1 well  proves to be
commercially  viable,  water  from the well will be  disposed  in the  Kodesh #1
disposal  well  and  any  natural  gas  will  be sold  through  a meter  located
approximately  1,200 feet from the well. The line has already been laid and will
be connected in the event the well starts producing.

         PALMETTO POINT PROJECT

         ACQUISITION 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  Griffin &  Griffin  Exploration  Inc.'s
Palmetto Point Project, for a total buy-in cost of $350,000 (the "Palmetto Point
Project").  On September 26, 2006, we



                                       12
<PAGE>

acquired  two  additional  wells  (the PP F-6B and PP F52-A  wells)  within  the
Palmetto  Point  Project for $70,000.  The Palmetto  Point Project is located in
Mississippi.  The program for the Palmetto  Point Project has been completed and
no further wells are planned at this time. The  Frio-Wilcox  Prospect  described
below is the  successor  to the  Palmetto  Point  Project and will  continue our
exploration and development in the Frio and Wilcox area.

         OPERATIONS.  Griffin & Griffin  Exploration  Inc.,  as  operator of the
Palmetto  Point  Project,  shot and analyzed  areas of 3D seismic and identified
over 80 drill targets. The drilling program at Palmetto Point commenced in early
May 2006. By August 2006,  five wells in the Palmetto  Point Project (the F-118,
F-42,  F-40, F-39 and F-36-2 wells) were placed into production  selling natural
gas.  High line  pressure  has  limited  the amount of  natural  gas that can be
produced  until  additional  compression  can be  placed  on the line to  reduce
pressure.  As of April 30,  2007,  production  from these five wells has totaled
over 71 million cubic feet of gas.

         As of January 2007,  Griffin & Griffin  Exploration  Inc.  successfully
drilled the last three wells at the Palmetto Point Project, (the PP F-4, PP F-29
and the PP F-12  wells),  to  3,982,  4,200 and 4,100  feet,  respectively.  The
initial core analysis and logs indicate  potential gas zones  totaling nine feet
of pay in the PP F-4  well,  28  feet of net pay  zone in the PP F-12  well  and
multiple pay zones  totaling 35 feet in the PP F-29 well. All of these zones are
within the sands of the Frio  Formation.  Production  casing has been run on all
three  wells  and  production  from the PP F-29  well  began in March  2007.  We
anticipate  completion  of the PP F-4 and PP F-12  wells by the end of the third
quarter of fiscal 2007.

         The two additional  wells for the Palmetto  Point Project,  the PP F-6B
and PP F52-A wells,  are completed and we anticipate  commencement of operations
on these two wells by the end of June  2007.  Of the  original  ten wells of the
Palmetto Point Project, two were dry holes, and as of April 2007, the program at
the Palmetto  Point Project has been  completed with the exception of completing
the PP F-4 and PP F-12 wells.

         FRIO-WILCOX PROSPECT

         ACQUISITION OF OIL AND GAS INTERESTS.  On August 2, 2006, we executed a
joint-venture  memorandum  agreement  with  Griffin  and Griffin LLC (which will
serve as the operator for the  Frio-Wilcox  Prospect),  Delta Oil and Gas, Inc.,
Turner Valley Oil and Gas Company,  Lexaria Corporation,  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  "Frio-Wilcox  Prospect").  We have a 10%
working  interest in the Frio-Wilcox  Prospect before  production and a prorated
reduced  working  interest after  production  based on the  operator's  interest
portion.  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. As of the date of this filing, we have completed a substantial
portion of leasing and title  curative work in connection  with the  Frio-Wilcox
Prospect.

         OPERATIONS.  Due to continued  unexpected  weather delays,  we have not
fully recommenced operations at the Frio-Wilcox Prospect. Two wells were drilled
on the prospect  during the quarter  ended April 30, 2007,  the Faust #1 and the
USA 39-14 wells.  The USA 39-14 well has been completed and as of April 30, 2007
has produced  over 15,000 mcf of natural gas. We  anticipate  recommencing  full
exploration on the Frio-Wilcox Prospect by the end of June 2007.

         In  September  2006,  the CMR USA 39-14 well was  drilled to a depth of
3,200 feet. As of December  2006, the CMR USA 39-14 was  successfully  completed
and it is producing natural gas at a rate of approximately 140 mcf per day.

         In  January  2007,  the Dixon #1 well,  a Wilcox  Formation  test,  was
drilled to 8,650  feet.  We did not find any  commercial  oil or natural  gas in
connection  with the Dixon #1 well and it will be plugged and  abandoned  by the
end of June 2007.

         The  drilling  of a  third  well  in the  program  at  the  Frio-Wilcox
Prospect,  the BR-24 well, was completed in February 2007 and production  casing
has been run.

         We intend to drill  three to five  additional  Frio  wells and one deep
test well during  calendar year 2007.  The proposed  wells will be targeting the
Frio and Wilcox geological  formations.  The first 20 proposed wells are located
within tie-in range of existing pipelines infrastructures.



                                       13
<PAGE>
RESULTS OF OPERATIONS

         THREE  MONTHS  ENDED APRIL 30, 2007  COMPARED TO THE THREE MONTHS ENDED
APRIL 30, 2006.

         We recognized  revenues of $282,400 during the three months ended April
30, 2007, compared with $44,270 in revenues for the three months ended April 30,
2006, all from our oil and gas properties. The increase in revenues was directly
attributable  to our continued oil and gas production,  which  commenced  during
fiscal 2006.

         During the three months ended April 30,  2007,  we incurred  production
costs of $43,067  compared with $10,100  during the three months ended April 30,
2006.  Our depletion and  accretion  costs were $82,384  during the three months
ended April 30, 2007,  compared with $20,218 during the three months ended April
30, 2006. The increase in these costs was directly  attributable  to our oil and
gas production discussed above.

         Our general and  administrative  costs  increased  to $115,362  for the
three months ended April 30, 2007, from $63,265 for the three months ended April
30, 2006. The increase in our general and administrative costs was caused by the
overlapping of costs associated with a change in our accounting  consultants who
prepare our financial  statements and the cost of our annual audit.  Our general
and administrative costs also include the preparation and filing of our periodic
reports with the  Securities  and  Exchange  Commission  and salary  expenses of
$5,000 per  month.  Net income for the three  months  ended  April 30,  2007 was
$41,106,  compared  with a loss of $49,957 for the three  months ended April 30,
2006.

         SIX MONTHS ENDED APRIL 30, 2007  COMPARED TO THE SIX MONTHS ENDED APRIL
30, 2006.

         We  recognized  revenues of $530,189  during the six months ended April
30, 2007,  compared  with $44,270 in revenues for the six months ended April 30,
2006, all from our oil and gas properties. The increase in revenues was directly
attributable  to our continued oil and gas production,  which  commenced  during
fiscal 2006.

         During the six months  ended April 30,  2007,  we  incurred  production
costs of $64,026  compared  with  $10,100  during the six months ended April 30,
2006.  Our  depletion and  accretion  costs were $264,150  during the six months
ended April 30, 2007,  compared  with $20,218  during the six months ended April
30, 2006. The increase in these costs was directly  attributable  to our oil and
gas production discussed above.

         Our general and administrative  costs increased to $175,690 for the six
months  ended April 30, 2007,  from  $103,510 for the six months ended April 30,
2006.  The  increase in our general and  administrative  costs was caused by the
overlapping of costs associated with a change in our accounting  consultants who
prepare our financial  statements and the cost of our annual audit.  Our general
and administrative costs also include the preparation and filing of our periodic
reports with the  Securities  and  Exchange  Commission  and salary  expenses of
$5,000  per  month.  Net income  for the six  months  ended  April 30,  2007 was
$25,259,  compared  with a loss of $90,833  for the six months  ended  April 30,
2006.

LIQUIDITY AND CAPITAL RESOURCES

         As of April 30, 2007, we had cash of $42,329 and accounts receivable of
$158,173, compared to cash of $436,547 and accounts receivable of $173,003 as of
October 31, 2006. Our working capital at April 30, 2007 was $47,327, compared to
$513,834  as of October  31,  2006.  The  decrease  in working  capital  was due
primarily to the  expenditures  of $712,261 on our oil and gas interests.  Also,
loans and  interest  payable to related  parties  became a current  liability at
April 30, 2007.

         During  the six  months  ended  April 30,  2007,  operating  activities
generated cash of $328,043,  as compared to using cash of $539,965 for operating
activities during the six months ended April 30, 2006.

         We used cash of $712,261 for the acquisition and exploration of our oil
and gas  operations  during the six months  ended  April 30,  2007,  compared to
$1,005,513  during the six months  ended April 30,  2006.  During the six months
ended April 30, 2007,  cash of $10,000 was paid to a related  party in repayment
of a loan and as of April 30, 2007, $34,898 was owed to related parties.


                                       14
<PAGE>

OFF-BALANCE SHEET ARRANGEMENTS

         We did not have any  off-balance  sheet  arrangements  as of April  30,
2007.

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 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-QSB, 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.

GOING CONCERN

         The report of our independent  auditors on the financial statements for
the year ended October 31, 2006,  included an explanatory  paragraph relating to
the uncertainty of our ability to continue as a going concern.  We have suffered
losses since inception.  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  mineral  properties  nor is there  assurance  that our  operations  will be
profitable.


                                       15
<PAGE>

ITEM 3.  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).  Based on this  evaluation,  our sole officer
concluded that our disclosure  controls and procedures  were effective as of the
end of the period covered by this report.

         Our sole officer has concluded  that there were changes in our internal
control over financial  reporting that occurred  during the fiscal quarter ended
April 30,  2007 that  have  materially  affected,  or are  reasonably  likely to
materially  affect, our internal control over financial  reporting,  as we added
accounting personnel who have adequate knowledge of full cost accounting.


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

ITEM 2.  UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

         Not Applicable.

ITEM 3.  DEFAULTS UPON SENIOR SECURITIES

         Not Applicable.

ITEM 4.  SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

         Not Applicable.

ITEM 5.  OTHER INFORMATION

         Not Applicable.

ITEM 6.  EXHIBITS.

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                          EXHIBIT
--------------------------------------------------------------------------------
    3.1         Articles of Incorporation (1)
--------------------------------------------------------------------------------
    3.2         Bylaws (1)
--------------------------------------------------------------------------------
    3.3         Certificate of Change Pursuant to NRS 78.209 (2)
--------------------------------------------------------------------------------
   10.1         Letter Agreement with Ranken Energy dated August 10, 2005 (3)
--------------------------------------------------------------------------------
   10.2         Letter Agreement with Vector Exploration, Inc. dated October 6,
                2005 (4)
--------------------------------------------------------------------------------
   10.3         Assignment Agreement Letter Agreement between Brinx Resources
                Ltd. and Bud Enterprises dated February 28, 2006 (5)
--------------------------------------------------------------------------------
   10.4         Extension Agreement between Brinx Resources Ltd. and Bud
                Enterprises dated March 14, 2006 (5)
--------------------------------------------------------------------------------
   10.5         Assignment and Assumption Agreement with Delta Oil and Gas Inc.,
                dated June 1, 2006 (6)
--------------------------------------------------------------------------------



                                       16
<PAGE>

--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                          EXHIBIT
--------------------------------------------------------------------------------
   10.6         Memorandum re: Mississippi Frio-Wilcox Joint Venture with
                Griffin & Griffin, dated August 2, 2006 (7)
--------------------------------------------------------------------------------
   10.7         Assignment and Assumption Agreement with Lexaria Corp., a Nevada
                corporation, dated August 3, 2006 (7)
--------------------------------------------------------------------------------
   31.1         Rule 15d-14(a) Certification
--------------------------------------------------------------------------------
   32.1         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 quarterly
         report on Form  10-QSB for the quarter ended July 31, 2005, filed
         September 14, 2005.
(4)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K dated October 6, 2005, filed October 12, 2005.
(5)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K dated February 28, 2006, filed February 9, 2006.
(6)      Incorporated by reference to the exhibits to the registrant's current
         report on Form 8-K dated June 1, 2006, filed June 2, 2006.
(7)      Incorporated by reference to the exhibits to the registrant's quarterly
         report on Form 10-QSB for the quarter ended July 31, 2006, filed
         September 19, 2006.












                                       17

<PAGE>


                                   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.
                                     (Registrant)


Date:  June 12, 2007                 By:   /s/ LEROY HALTERMAN
                                        ----------------------------------------
                                     Leroy Halterman,
                                     President, Secretary & Treasurer
                                     (principal executive and financial officer)




























                                       18