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


                                  FORM 10-QSB/A
                                AMENDMENT NO. 1


(Mark One)
[X]      QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
         ACT OF 1934 For the quarterly period ended: January 31, 2006

[ ]      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:

           23,960,622 SHARES OF COMMON STOCK, $.001 PAR VALUE, AS OF
                                 MARCH 15, 2006

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


<PAGE>

         This Form 10-QSB/A Amendment No. 1 amends the registrant's 10-QSB
filing of March 22, 2006 as follows:

         (i)  Part I, Item 3 on page 11 of Form 10-QSB now reflects that the
evaluation undertaken by the registrant focused on disclosure controls and
procedures;
         (ii) Part I, Item 3 on page 11 of Form 10-QSB now reflects the wording
and requirements of Regulation SB 308(c);
         (iii) The registrant's financial statements for the quarter ended
January 31, 2006 have been restated in connection with the stock option grant of
August 9, 2005; and
         (iv) Item 2 (Management's Discussion and Analysis or Plan of
Operations) now reflects the changes contained in the restated financial
statements.























                                       2




<PAGE>


                              BRINX RESOURCES LTD.
                          (A DEVELOPMENT STAGE COMPANY)
                          INDEX TO FINANCIAL STATEMENTS
                                JANUARY 31, 2006




                                                                            PAGE


Balance Sheets
  October 31, 2005 and January 31, 2006 (unaudited)                           4

Statements of Operations
  Three Months Ended January 31, 2006 and 2005
  and Cumulative Amounts from December 23, 1998 (Inception)
  to January 31, 2006 (unaudited)                                             5

Statements of Cash Flows for the Three Months Ended
  January 31, 2006 and 2005
  and Cumulative Amounts from December 23, 1998 (Inception)
  to January 31, 2006 (unaudited)                                             6

Notes to Financial Statements                                                 7















                                       3


<PAGE>
BRINX RESOURCES LTD.
(A Development Stage Company)
BALANCE SHEETS
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                                               October 31,       January 31,
                                                                                                      2005              2006
------------------------------------------------------------------------------------------------------------------------------
                                                                                                                 (Unaudited)
<S>                                                                                        <C>               <C>
ASSETS


CURRENT ASSETS
    Cash and cash equivalents                                                              $      582,986    $      111,749
                                                                                           ---------------   ---------------

    Total Current Assets                                                                          582,986           111,749

UNDEVELOPED MINERAL PROPERTY                                                                          811               811
UNDEVELOPED OIL AND GAS INTERESTS, AT COST, FULL COST METHOD OF ACCOUNTING (Note 3)               930,393         1,487,332
                                                                                           ---------------   ---------------

TOTAL ASSETS                                                                               $    1,514,190    $    1,599,892
============================================================================================================================


LIABILITIES AND STOCKHOLDERS' EQUITY


CURRENT LIABILITIES
    Accounts payable and accrued liabilities                                               $      570,229    $      186,236
    Due to related party                                                                            1,541             1,541
    Loans payable to related parties (Note 6)                                                      39,397            40,028
                                                                                           ---------------   ---------------

    Total Current Liabilities                                                                     611,167           227,805

ASSET RETIREMENT OBLIGATION                                                                         3,595             3,595
                                                                                           ---------------   ---------------

TOTAL LIABILITIES                                                                                 614,762           231,400
                                                                                           ---------------   ---------------

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 - 23,591,392 shares (2006)                                           23,300            23,591
    Capital in excess of par value                                                              1,028,100         1,537,749
    (Deficit) accumulated during the development stage                                           (151,972)         (192,848)
                                                                                           ---------------   ---------------

    Total stockholders' equity                                                                    899,428         1,368,492
                                                                                           ---------------   ---------------

TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY                                                 $    1,514,190    $    1,599,892
============================================================================================================================
</TABLE>

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

                                       4
<PAGE>

BRINX RESOURCES LTD.
(A Development Stage Company)
STATEMENTS OF OPERATIONS
(Unaudited)
<TABLE>
<CAPTION>
============================================================================================================================

                                                                                                                  Cumulative
                                                                             For the Three    For the Three     Amounts From
                                                                              Month Period     Month Period        Inception
                                                                                     Ended            Ended       (12/23/98)
                                                                               January 31,      January 31,               To
                                                                                      2005             2006      January 31,
                                                                                                                        2006
----------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>               <C>              <C>

REVENUES                                                                  $            -    $           -    $            -
                                                                          ---------------   ---------------  ---------------


EXPENSES
    General and administrative                                            $        4,138    $      40,245    $      181,220
    Interest expense - related                                                       271              631             3,421
    Mineral exploration costs                                                          -                -             8,207
                                                                          ---------------   ---------------  ---------------


NET (LOSS)                                                                $       (4,409)   $     (40,876)   $     (192,848)
============================================================================================================================

NET (LOSS) PER COMMON SHARE
BASIC AND DILUTED                                                         $            -    $      (0.002)
============================================================================================================================

WEIGHTED  AVERAGE  NUMBER  OF  COMMON
SHARES OUTSTANDING
BASIC AND DILUTED                                                             22,800,000        23,407,688
============================================================================================================================
</TABLE>

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










                                       5


<PAGE>

BRINX RESOURCES LTD.
(A Development Stage Company)
STATEMENTS OF CASH FLOWS
(Unaudited)
<TABLE>
<CAPTION>
==============================================================================================================================
                                                                            For the Three     For the Three         Cumulative
                                                                             Month Period      Month Period       Amounts From
                                                                                    Ended             Ended          Inception
                                                                              January 31,       January 31,         (12/23/98)
                                                                                     2005              2006                 To
                                                                                                                   January 31,
                                                                                                                          2006
------------------------------------------------------------------------------------------------------------------------------
<S>                                                                       <C>                <C>                <C>
CASH FLOWS FROM OPERATING ACTIVITIES
  Net (Loss)                                                              $        (4,409)   $      (40,876)    $    (192,848)
  Adjustments to reconcile net (loss) to net cash (used) by operating
     activities
     Stock issued for costs and expenses                                                -                 -             1,400
     Stock option expense                                                               -                 -            20,000
     Interest payable - related                                                       271               631             3,421

  Change in non-cash working capital item:
     Increase (decrease) in accounts payable and accrued liabilities               (9,280)         (383,993)          186,236
     Increase in due to related party                                                 175                 -             1,541
                                                                          ----------------   ---------------    --------------

  Net cash (used) by operating activities                                         (13,243)         (424,238)           19,750
                                                                          ----------------   ---------------    --------------


CASH FLOWS FROM INVESTING ACTIVITIES
  Purchase and exploration of undeveloped oil and gas interests                         -          (556,939)       (1,483,737)
  Purchase of undeveloped mineral interests                                             -                 -              (811)
                                                                          ----------------   ---------------    --------------

  Net cash (used) in investing activities                                               -          (556,939)       (1,484,548)
                                                                          ----------------   ---------------    --------------


CASH FLOWS FROM FINANCING ACTIVITIES
  Loan payable to related party                                                    12,441                 -            40,692
  Repayment of loan to related party                                                    -                 -            (4,085)
  Sale of common stock                                                                  -           509,940         1,539,940
                                                                          ----------------   ---------------    --------------

  Net cash provided by financing activities                                        12,441           509,940         1,576,547
                                                                          ----------------   ---------------    --------------


NET INCREASE (DECREASE) IN CASH                                                      (802)         (471,237)          111,749


CASH, BEGINNING OF PERIODS                                                          1,291           582,986                 -
                                                                          ----------------   ---------------    --------------


CASH, END OF PERIODS                                                      $           489    $      111,749     $     111,749
==============================================================================================================================

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES

     Stock issued for costs and expenses                                  $             -    $            -     $       1,400
                                                                          ----------------   ---------------    --------------
</TABLE>

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



                                       6
<PAGE>


BRINX RESOURCES LTD.
(A Development Stage Company)
NOTES TO FINANCIAL STATEMENTS
January 31, 2006
(Unaudited)
================================================================================

NOTE 1 - ORGANIZATION AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

         ORGANIZATION

         Brinx Resources Ltd. (the "Company") was incorporated under the laws of
         the State of Nevada on December  23,  1998,  issued its initial  common
         stock in February 2001,  and is considered a development  stage company
         as defined by Statement of Financial  Accounting Standards No. 7 ("SFAS
         7"). During 2005 the Company acquired undeveloped oil and gas interests
         and commenced exploration activities on those interests.  The Company's
         undeveloped  mineral  interests  are  located  in New  Mexico  and  its
         undeveloped oil and gas interests are located in Oklahoma.

         The  accompanying  interim  financial  statements  of the  Company  are
         unaudited. In the opinion of management,  the interim data includes all
         adjustments, consisting only of normal recurring adjustments, necessary
         for a fair  presentation  of the results for the  interim  period.  The
         results of  operations  for the three months ended January 31, 2006 are
         not necessarily  indicative of the results that may be expected for the
         year ending October 31, 2006.

         We have prepared the financial  statements  included herein pursuant to
         the rules and  regulations of the  Securities and Exchange  Commission.
         Certain  information  and  footnote  disclosure  normally  included  in
         financial  statements  prepared in accordance  with generally  accepted
         accounting  principles have been condensed or omitted  pursuant to such
         rules and regulations.  We believe the disclosures made are adequate to
         make the  information not misleading and recommend that these condensed
         financial   statements  be  read  in  conjunction  with  the  financial
         statements  and notes  included  in our Form  10-KSB for the year ended
         October 31, 2005.

NOTE 2 - BASIS OF ACCOUNTING

         The accompanying  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  balance sheet,  the Company has  accumulated a deficit of
         $192,848  through  January 31, 2006 and at January  31,  2006,  current
         liabilities  exceeded  current  assets by  $116,056.  As of January 31,
         2006, the Company has not commenced principal operations. These factors
         among others raise  substantial  doubt about the  Company's  ability to
         continue as a going concern.  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  commence  development  activities  on its  undeveloped  oil and gas
         properties 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.

NOTE 3 - UNDEVELOPED OIL AND GAS INTERESTS

         The Company  acquired two undeveloped oil and gas interests during 2005
         as follows:

         OWL CREEK PROSPECT

         The  Company   acquired  a  70%  working   interest  in  Ranken  Energy
         Corporation's  Owl Creek  Prospect  for a total buy-in cost of $211,750
         plus dry hole costs. The interest is located in Oklahoma.


                                       7
<PAGE>


NOTE 3 - UNDEVELOPED OIL AND GAS INTERESTS (CONTINUED)

         THREE SANDS PROSPECT

         The  Company  acquired a 40%  working  interest  in Vector  Exploration
         Inc.'s Three Sands Prospect for a total buy-in cost of $88,000 plus dry
         hole costs. The interests are located in Oklahoma.

================================================================================

--------------------------------------------------------------------------------
Owl Creek Prospect, Oklahoma                                      $      932,552
Three Sands Prospect, Oklahoma                                           551,185
Asset retirement cost                                                      3,595
                                                                  --------------
                                                                  $    1,487,332
================================================================================

NOTE 4 - COMMON STOCK

         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  stock  and  one  stock  purchase  warrant
         exercisable at $2.25 per share until December 27, 2007.

         STOCK OPTIONS

         At January  31,  2006,  the  Company had the  following  stock  options
         outstanding:

================================================================================
                                 Exercise
               Amount              Price       Expiry Date
--------------------------------------------------------------------------------

              200,000            $  1.00       August 8, 2007
================================================================================

         SHARE PURCHASE WARRANTS

         At January  31,  2006,  the Company had the  following  share  purchase
         warrants outstanding:

================================================================================
                                 Exercise
               Amount              Price       Expiry Date
--------------------------------------------------------------------------------

              500,000            $  2.50       August 29, 2007
              291,392               2.25       December 27, 2007
================================================================================


NOTE 5 - RELATED PARTY TRANSACTIONS

         During the three  month  period  ended  January 31,  2006,  the Company
         entered into the following transactions with related parties:

         a)   As  of December 31, 2005, loans  due to related  parties have been
              extended to December 31, 2006, with interest at 6% per annum.

         b)   During the three months ended January 31, 2006, the Company:

              1)  Accrued  interest expense of  $631 on loans payable to related
                  parties.
              2)  Paid  $15,000  in  management  fees  to  the  President of the
                  Company.
              3)  Paid  $5,176 to a related  entity for administration  services
                  performed on behalf of the Company.


                                       8

<PAGE>

NOTE 6 - SUBSEQUENT EVENTS

         Subsequent to January 31, 2006:

         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  stock  and  one  stock  purchase  warrant
         exercisable at $2.00 per share until 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  stock  and  one  stock  purchase  warrant
         exercisable at $1.80 per share until March 14, 2008.

         On February 28, 2006, the Company entered into an Assignment  Agreement
         (the "Assignment Agreement") with Bud Enterprises,  a British Columbia,
         Canada corporation,  ("Assignor"). Assignor assigned to the Company all
         its interests in a Drilling Program Agreement  previously  entered into
         by  Assignor  and  Griffin  and  Griffin  LLC,  a  Mississippi  limited
         liability company,  on December 21, 2005 (the "Griffin Drilling Program
         Agreement").  Assignor's  interest  in  the  Griffin  Drilling  Program
         includes a ten percent (10%) gross working  interest before  completion
         and an 8.5% gross working and revenue  interest  after  completion in a
         new ten-hole  drilling  operation in Palmetto Point,  Mississippi.  The
         transaction  closed on March 17,  2006.  The  Company  paid cash in the
         amount  of  $350,000  to  Assignor   and  assumed  all  of   Assignor's
         obligations in connection with the Griffin Drilling Program Agreement.


























                                       9


<PAGE>


ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION

         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. Based on
the geological report and  recommendation  prepared by Leroy Halterman,  at that
time, a consultant to the Company, we completed geological mapping, sampling and
assaying  in  connection  with the first phase of a staged  exploration  program
during the fiscal year ended October 31, 2004. We have  suspended our activities
on the  Antelope  Pass  Project in order to focus on the Owl Creek  Prospect and
Three Sand Project.  The Owl Creek Prospect and Three Sand Project were acquired
during fiscal year ended October 31, 2005. At the time of this report, we do not
know when or if we will proceed with the Antelope Pass Project.

         We anticipate  engaging in re-entry  activities in connection  with the
Owl Creek Prospect in the Morris E. Stewart  Johnson #1 and the Plymouth Oil Co.
Powell #1 wells.  These re-entries will test the productive  capabilities of the
Trenton Viola section. Re-entries on the Owl Creek Project started on the Powell
#1 on November  23, 2005 and the Johnson #1 on December 5, 2005.  Completion  of
the Johnson #1 started on December 28, 2005 and  completion of Powell #1 started
on January 9, 2006.  On the Three Sands  Project,  the drilling of the Kodesh #1
disposal well was completed on October 3, 2005 and the drilling of the Kodesh #2
production  well was completed on October 23, 2005.  Completion and equipping of
these wells took place in  mid-December  through early January 2006.  Production
testing of the Kodesh #2 well began in January 2006.

         The written  commitment  from Ken Cabianca,  a director,  to loan up to
$100,000 to cover our  expenses,  expired on December  30,  2005.  As  described
elsewhere in this  report,  Mr.  Cabianca  loaned us $12,441 in January 2005 and
$3,250 during the period from May through October 2005.

         On December  28, 2005,  we completed a private  placement of our common
stock with  Ritornello  Group SA, a private  investment  company based in Panama
City,  Panama in the amount of $509,936.  We issued 291,392  restricted units to
Ritornello  Group SA at the price of $1.75 per unit.  Each unit was comprised of
one common share and one common share purchase warrant  exercisable at $2.25 per
share  within  24 months  of  issuance.  The offer and sale of units was made in
reliance upon the provisions of Regulation S under the United States  Securities
Act of 1933, as amended.

         The proceeds from Mr.  Cabianca's  loans,  the private  placement  with
Ritornello  Group during the three months  ended  January 31, 2006,  and the two
private  placements  discussed  in  Note  6  to  the  Financial  Statements  are
insufficient  to cover our costs  associated  with the Owl Creek  Prospect,  the
Three Sand Project and our other working capital requirements. We expect that we
will require  additional  funding to cover these  anticipated  costs. We further
anticipate that 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 fund the Owl Creek Prospect, the Three Sand Project or our other
working  capital  requirements.  We believe that debt  financing  will not be an
alternative  for our  exploration  program.  We do not have any  arrangements in
place for any future equity financing as of the date of this report.

RESULTS OF OPERATIONS

         We have not yet earned any  revenues.  We  anticipate  that we will not
earn revenues until such time as we have entered into  commercial  production of
our oil and gas and mineral  properties.  We are  presently  in the  development
stage of our  business  and we can provide no  assurance  that we will  discover
commercially  exploitable  levels of  mineral  or oil and gas  resources  on our
properties,  or if such  resources  are  discovered,  that we  will  enter  into
commercial production of our mineral and oil and gas properties.

         For the three  months ended  January 31, 2005 and January 31, 2006,  we
incurred  losses of $4,409 and  $40,876.  Our general and  administrative  costs
increased from $4,138 for the three months ended January 31, 2005 to $40,245 for
the three months ended January 31, 2006. The increase is  attributable to salary
expenses of $15,000, consulting fees of $6,880, legal costs of $7,154 and office
and administrative  costs of $5,176. We had no mineral  exploration costs on our
undeveloped  mineral  property for the three  months  ended  January 31, 2005 or
January 31, 2006, respectively.



                                       10
<PAGE>

         We incurred  salary expenses of $0 and $15,000,  respectively,  for the
three months ended January 31, 2005 and January 31, 2006.


         Our accumulated deficit through January 31, 2006 was $192,848.


LIQUIDITY AND CAPITAL RESOURCES

         As of January 31, 2006,  we had cash of $111,749 and a working  capital
deficit of  $116,056,  as  compared to cash of  $582,986  and a working  capital
deficit of $28,181 as of October 31, 2005.  For the three  months ended  January
31,  2006,  cash of $509,936  was  provided  through a private  placement of our
common  stock.  Our  accounts  payable and accrued  liabilities  decreased  from
$570,229 at October 31, 2005 to $186,236 for the three months ended  January 31,
2006. We used cash of $424,238 for operating activities and cash of $556,939 for
the  purchases  and  exploration  of the Owl Creek  Prospect  and the Three Sand
Project.

         At January 31, 2006, $41,569 was owed to the related parties.

GOING CONCERN

         The report of our independent  auditors on the financial statements for
the year ended October 31, 2005,  included an explanatory  paragraph relating to
the uncertainty of our ability to continue as a going concern.  We have suffered
losses since inception and have not yet commenced  principal  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 mineral claims or to
commence  principal  operations.  Even if we were  able  to  commence  principal
operations, there is no assurance that such operations would be profitable.

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  of 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.


ITEM 3.  CONTROLS AND PROCEDURES


         Our sole officer,  based on his evaluation of our  disclosure  controls
and procedures  (as defined in Rule 13a-15(e) of the Securities  Exchange Act of
1934) as of January 31, 2006, has  concluded  that our  disclosure  controls and
procedures  are  adequate  and  effective  to ensure that  material  information
relating to the  registrant  is  recorded,  processed,  summarized  and reported
within the time  periods  specified  by the SEC's rules and forms,  particularly
during the period in which this annual report has been prepared.



         Our sole  officer  has  concluded  that  there  were no  changes in our
internal  control  over  financial  reporting  that  occurred  during the fiscal
quarter ended January 31, 2006 that have materially affected,  or are reasonably
likely to materially affect,  our internal control over financial  reporting and
that  there were no  significant  deficiencies  or  material  weaknesses  in our
internal controls.






                                       11

<PAGE>


                           PART II - OTHER INFORMATION

ITEM 1.  LEGAL PROCEEDINGS

         Not Applicable.

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

         On December 28, 2005, we completed a private placement of our common
stock with Ritornello Group SA, a private investment company based in Panama
City, Panama in the amount of $509,936. We issued 291,392 restricted units to
Ritornello Group SA at the price of $1.75 per unit. Each unit was comprised of
one common share and one common share purchase warrant exercisable at $2.25 per
share within 24 months of issuance. The offer and sale of units was made in
reliance upon the provisions of Regulation S under the United States Securities
Act of 1933, as amended.

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

         A)   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       Confirmation of an agreement with Leroy Halterman dated February
              3, 2003 (1)
--------------------------------------------------------------------------------
   10.2       Receipt of Assignment of Property for Kendra #1-8 claims from the
              Bureau of Land Management dated February 28, 2003 (1)
--------------------------------------------------------------------------------
   10.3       Assignment of Property - Antelope Pass Project, as filed and
              recorded by Hidalgo County, New Mexico, on January 7, 2003 (1)
--------------------------------------------------------------------------------
   10.4       Notice of Intent to Hold Kendra #1-8, Lode Mining Claims dated
              August 23, 2002, by Leroy Halterman (1)
--------------------------------------------------------------------------------
   10.5       Promissory note to Marc Cabianca dated December 18, 2003 (3)
--------------------------------------------------------------------------------
   10.6       Loan commitment from Kenneth A. Cabianca dated November 26, 2003
              (3)
--------------------------------------------------------------------------------
   10.7       Promissory note to Kenneth A. Cabianca dated January 26, 2005 (4)
--------------------------------------------------------------------------------
   10.8       Promissory note to Kenneth A. Cabianca dated May 11, 2005 (5)
--------------------------------------------------------------------------------


                                       12
<PAGE>


--------------------------------------------------------------------------------
REGULATION
S-B NUMBER                           EXHIBIT
--------------------------------------------------------------------------------
   10.9       Promissory note to Kenneth A. Cabianca dated June 22, 2005 (5)
--------------------------------------------------------------------------------
   10.10      Promissory note to Kenneth A. Cabianca dated July 25, 2005 (5)
--------------------------------------------------------------------------------
   10.11      Letter Agreement with Ranken Energy dated August 10, 2005 (5)
--------------------------------------------------------------------------------
   10.12      Allonge to promissory note to Kenneth A. Cabianca dated August 30,
              2005 (5)
--------------------------------------------------------------------------------
   10.13      Letter Agreement with Vector Exploration, Inc. dated October 6,
              2005 (6)
--------------------------------------------------------------------------------
   10.14      Allonge to promissory note to Marc Cabianca dated December 18,
              2005 (7)
--------------------------------------------------------------------------------
   10.15      Allonge to promissory note to Kenneth A. Cabianca dated December
              31, 2005 (7)
--------------------------------------------------------------------------------
   10.16      Allonge to promissory note to Kenneth A. Cabianca dated December
              31, 2005 (7)
--------------------------------------------------------------------------------
   10.17      Allonge to promissory note to Kenneth A. Cabianca dated December
              31, 2005 (7)
--------------------------------------------------------------------------------
   10.18      Allonge to promissory note to Kenneth A. Cabianca dated December
              31, 2005 (7)
--------------------------------------------------------------------------------
   10.19      Allonge to promissory note to Kenneth A. Cabianca dated December
              31, 2005 (7)
--------------------------------------------------------------------------------
   10.20      Second allonge to promissory note to Kenneth A. Cabianca dated
              December 31, 2005 (7)
--------------------------------------------------------------------------------
   16.1       Letter from Wheeler Wasoff, P.C. dated January 20, 2006 (8)
--------------------------------------------------------------------------------
   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 annual
      report on Form 10-KSB for the fiscal year ended October 31, 2003, filed
      February 4, 2004.
(4)   Incorporated by reference to the exhibits to the registrant's annual
      report on Form 10-KSB for the fiscal year ended October 31, 2004, filed
      February 10, 2005.
(5)   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.
(6)   Incorporated by reference to the exhibits to the registrant's current
      report on Form 8-K dated October 6, 2005, filed October 12, 2005.
(7)   Incorporated by reference to the exhibits to the registrant's annual
      report on Form 10-KSB for the fiscal year ended October 31, 2005, filed
      February 14, 2006.
(8)   Incorporated by reference to the exhibits to the registrant's current
      report on Form 8-K dated January 20, 2006, filed February 9, 2006.






                                       13
<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:   May 11, 2006                By:  /s/ LEROY HALTERMAN
                                       -----------------------------------------
                                         Leroy Halterman, President
                                         (Principal financial officer)























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