---

---

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

# FORM 10-Q

(Mark One)

|[X] | QUARTERLY
REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|--- | ---------------------------------------------------------------------------------

# For the quarterly
period ended June 30, 2008

|[_] | TRANSITION
REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT
|--- | ---------------------------------------------------------------

For the transition
period from _____ to _______

Commission File Number:
333-146561

|BRISHLIN RESOURCES, INC.                                         
|-----------------------------------------------------------------
|(Exact Name of Small Business Issuer as Specified in its Charter)

|Colorado                                                        | 20-2835920                          
|--------------------------------------------------------------- | ------------------------------------
|(State or other jurisdiction of
 incorporation or organization) | (I.R.S. Employer
Identification No.)

|5525 Erindale Dr., Suite 201, Colorado Springs, Colorado 80918
|--------------------------------------------------------------
|(Address of Principal Executive Offices) (Zip Code)           

Registrant's telephone
number including area code:  (719) 260-8509

|N/A                                                                              
|---------------------------------------------------------------------------------
|Former name, former address, and former fiscal year, if changed since last report

Indicate by check mark whether the
registrant (1) filed all reports required to be filed by Section 13 or 15(d) of the
Securities Exchange Act of 1934 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 large accelerated filer, an accelerated filer, a non-accelerated filer, or
a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of
the Exchange Act.

|                                                                    |                                                            
|------------------------------------------------------------------- | -----------------------------------------------------------
|Larger accelerated filer     [_] 
Non-accelerated filer         [_] | Accelerated filer       [_]
Smaller reporting company   [X]

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

Indicate the number of shares
outstanding of each of the issuers classes of common stock, as of the latest
practicable date: 10,380,000 shares outstanding as of August 11, 2008.

---

---



# BRISHLIN RESOURCES,
INC.

# Index

|                                                                                                       | Page
|------------------------------------------------------------------------------------------------------ | ----
|Part I - FINANCIAL INFORMATION                                                                         |     
|                                                                                                       |     
|Item 1.          Financial Statements                                                                  |     
|                                                                                                       |     
|Balance Sheets as of June 30, 2008 (unaudited) and December 31, 2007                                   |     
|                                                                                                       |     
|Statements of Operations for the three months ended June 30, 2008                                      |     
|and 2007 (unaudited)                                                                                   |     
|                                                                                                       |     
|Statements of Operations for the six months ended June 30, 2008 and 2007 and for the period            |     
|from inception to June 30, 2008 (unaudited)                                                            |     
|                                                                                                       |     
|Statements of Cash Flows for the six months ended June 30, 2008 and 2007 and for the period            |     
|from inception to June 30, 2008 (unaudited)                                                            |     
|                                                                                                       |     
|Notes to Financial Statements (unaudited)                                                              |     
|                                                                                                       |     
|Item 2.          Management's Discussion and Analysis of Financial Condition and Results of Operations |     
|                                                                                                       |     
|Item 4T.        Controls and Procedures                                                                |     
|                                                                                                       |     
|Part II - OTHER INFORMATION                                                                            |     
|                                                                                                       |     
|Item 2.          Unregistered Sales of Equity Securities and Use of Proceeds                           |     
|                                                                                                       |     
|Item 6.          Exhibits                                                                              |     
|                                                                                                       |     
|SIGNATURES                                                                                             |     

ii

---



# BRISHLIN RESOURCES,
INC.                          (An Exploration Stage Company)
                                  BALANCE SHEETS

|                                                                 | June 30,
2008 |  | December 31,
2007 |          
|---------------------------------------------------------------- | ------------- |  | ----------------- | ---------
|
|ASSETS                                                           |               |  |                   |          
|Current assets:                                                  |               | 
|Cash and cash equivalents                                        |               |  | $                 | 23,308   
|Prepaid expenses                                                 |               |  |                   | 2,255    
|                                                                 |               |  |                   |          
|Total current assets                                             |               |  |                   | 25,563   
|                                                                 |               |  |                   |          
|Oil and gas properties, at cost, using full cost method          |               | 
|Oil and gas properties, net                                      |               |  |                   | 39,125   
|Other assets                                                     |               |  |                   | 1,328    
|                                                                 |               |  |                   |          
|Total assets                                                     |               |  | $                 | 66,016   
|                                                                 |               |  |                   |          
|LIABILITIES AND SHAREHOLDERS' EQUITY                             |               | 
|Current liabilities:                                             |               | 
|Accounts payable and accrued expenses                            |               |  | $                 | 12,904   
|Accrued salaries, benefits, and taxes                            |               |  |                   | 5,430    
|                                                                 |               |  |                   |          
|Total current liabilities                                        |               |  |                   | 18,334   
|                                                                 |               |  |                   |          
|Shareholders' equity:                                            |               | 
|Preferred stock - $0.01 par value, 10,000,000 shares authorized: |               | 
|no shares issued and outstanding                                 |               |  |                   |         
|Common stock - $0.001 par value, 100,000,000 shares authorized:  |               | 
|10,380,000 and 9,780,000 shares issued and outstanding at        |               | 
|June 30, 2008 and December 31, 2007, respectively                |               |  |                   | 10,380   
|Additional paid-in capital                                       |               |  |                   | 1,005,920
|Accumulated during the exploration stage                         |               |  |                   | (968,618 
|                                                                 |               |  |                   |          
|Total shareholders' equity                                       |               |  |                   | 47,682   
|                                                                 |               |  |                   |          
|Total liabilities and shareholders' equity                       |               |  | $                 | 66,016   
|                                                                 |               |  |                   |          

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

1

---



BRISHLIN RESOURCES,
INC.  (An Exploration Stage Company)  STATEMENTS OF
OPERATIONSfor the three months ended June 30, 2008 and 2007
(Unaudited)

|                                     | 2008 |  | 2007 |           
|------------------------------------ | ---- |  | ---- | ----------
|Revenues                             |      |  | $    |          
|                                     |      |  |      |           
|Expenses:                            |      | 
|General and administrative           |      |  |      | 76,304    
|                                     |      |  |      |           
|Total expenses                       |      |  |      | 76,304    
|                                     |      |  |      |           
|Operating (loss)                     |      |  |      | (76,304   
|                                     |      | 
|Other income (expense):              |      | 
|Interest income                      |      |  |      | 65        
|                                     |      |  |      |           
|(Loss) before taxes                  |      |  |      | (76,239   
|                                     |      | 
|Provision for income taxes           |      |  |      |          
|                                     |      |  |      |           
|Net (loss)                           |      |  | $    | (76,239   
|                                     |      |  |      |           
|Net (loss) per common share:         |      | 
|Basic and Diluted                    |      |  | $    | (0.01     
|                                     |      |  |      |           
|Weighted average shares outstanding: |      | 
|Basic and Diluted                    |      |  |      | 10,064,615
|                                     |      |  |      |           

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

2

---



BRISHLIN RESOURCES,
INC. (An Exploration Stage Company)  STATEMENTS OF OPERATIONSfor the six months ended June 30, 2008 and 2007,  and for the period from
Inception (May 11, 2005) to June 30, 2008  (Unaudited)

|                                     | 2008 |  | 2007 |           | Inception
(May 11, 2005) to
June 30, 2008 |  
|------------------------------------ | ---- |  | ---- | --------- | ----------------------------------------- | -
|Revenues                             |      |  | $    |          |                                           | $
|                                     |      |  |      |           |                                           |  
|Expenses:                            |      | 
|Oil and gas lease expense            |      |  |      |          |                                           |  
|Impairment of oil and gas properties |      |  |      |          |                                           |  
|General and administrative           |      |  |      | 152,986   |                                           |  
|                                     |      |  |      |           |                                           |  
|Total expenses                       |      |  |      | 152,986   |                                           |  
|                                     |      |  |      |           |                                           |  
|Operating (loss)                     |      |  |      | (152,986  | )                                         |  
|                                     |      |  |     
|Other income (expense):              |      | 
|Interest income                      |      |  |      | 88        |                                           |  
|                                     |      |  |      |           |                                           |  
|(Loss) before taxes                  |      |  |      | (152,898  | )                                         |  
|                                     |      |  |     
|Provision for income taxes           |      |  |      |          |                                           |  
|                                     |      |  |      |           |                                           |  
|Net (loss)                           |      |  | $    | (152,898  | )                                         | $
|                                     |      |  |      |           |                                           |  
|Net (loss) per common share:         |      | 
|Basic and Diluted                    |      |  | $    | (0.02     | )                                         | $
|                                     |      |  |      |           |                                           |  
|Weighted average shares outstanding: |      | 
|Basic and Diluted                    |      |  |      | 9,949,724 |                                           |  
|                                     |      |  |      |           |                                           |  
|                                     |      |  |     

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

3

---



BRISHLIN RESOURCES,
INC. (An Exploration Stage Company)
 STATEMENTS OF CASH FLOWSfor the six months ended June 30, 2008 and 2007,
 and for the period from Inception (May 11, 2005) to June 30, 2008
(Unaudited)

|                                             | 2008 |  | 2007 |          | Inception
(May 11, 2005) to
June 30, 2008 |  
|-------------------------------------------- | ---- |  | ---- | -------- | ----------------------------------------- | -
|Cash flows from operating activities:        |      |  |      |          |                                           |  
|Net cash (used in) operating activities      |      |  | $    | (147,132 | )                                         | $
|                                             |      |  |      |          |                                           |  
|Cash flows from investing activities:        |      | 
|Proceeds from sale of oil and gas properties |      |  |      |         |                                           |  
|Investment in oil and gas properties         |      |  |      |         |                                           |  
|                                             |      |  |      |          |                                           |  
|Net cash (used in) investing activities      |      |  |      |         |                                           |  
|                                             |      |  |      |          |                                           |  
|Cash flows from financing activities:        |      | 
|Cash proceeds from sale of stock             |      |  |      | 150,000  |                                           |  
|                                             |      |  |      |          |                                           |  
|Net cash provided by financing activities    |      |  |      | 150,000  |                                           |  
|                                             |      |  |      |          |                                           |  
|Net increase in cash and equivalents         |      |  |      | 2,868    |                                           |  
|                                             |      |  |     
|Cash and equivalents at beginning of period  |      |  |      | 20,440   |                                           |  
|                                             |      |  |      |          |                                           |  
|Cash and equivalents at end of period        |      |  | $    | 23,308   |                                           | $
|                                             |      |  |      |          |                                           |  
|Supplemental Cash Flow Information           |      | 
|Interest paid                                |      |  | $    |         |                                           | $
|                                             |      |  |      |          |                                           |  
|Income taxes paid                            |      |  | $    |         |                                           | $
|                                             |      |  |      |          |                                           |  
|Non-cash investing and financing activities: |      | 
|Shares issued in exchange for                |      | 
|oil and gas properties                       |      |  | $    |         |                                           | $
|                                             |      |  |      |          |                                           |  
|Liabilities assumed in exchange for          |      | 
|oil and gas properties                       |      |  | $    |         |                                           | $
|                                             |      |  |      |          |                                           |  
|Common stock issued for                      |      | 
|accrued compensation                         |      |  | $    | 50,000   |                                           | $
|                                             |      |  |      |          |                                           |  

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

4

---



BRISHLIN RESOURCES,
INC. (AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTSJune 30, 2008
(Unaudited)

|1. | Description
of Business and Summary of Significant Accounting Policies
|-- | ----------------------------------------------------------------------

Brishlin
Resources, Inc. (the Company) was organized under the laws of the State of
Colorado on May 11, 2005 as Blue Star Energy, Inc. Effective December 11, 2007, the
Company filed an amendment to its Articles of Incorporation with the Colorado Secretary of
State to change the corporate name to Brishlin Resources, Inc. The Company is engaged in
oil, gas and mineral acquisitions, exploration, development and production service
activities, primarily in the western region of the United States. The Company is in the
exploration stage and has not generated any revenue from operations.

Basis
of Presentation:    The interim condensed financial statements
included herein have been prepared by the Company, without audit, pursuant to the rules
and regulations of the Securities and Exchange Commission (SEC) as promulgated
in Item 210 of Regulation S-X. Certain information and footnote disclosures normally
included in financial statements prepared in accordance with accounting principles
generally accepted in the United States of America (US GAAP) have been
condensed or omitted pursuant to such SEC rules and regulations. In the opinion of
management, all adjustments (consisting only of normal recurring accruals) considered
necessary for a fair presentation of financial position as of June 30, 2008, results of
operations for the three months and six months ended June 30, 2008 and 2007, and cash
flows for the six months ended June 30, 2008 and 2007, as applicable, have been made. The
results for these interim periods are not necessarily indicative of the results for the
entire year. The accompanying financial statements should be read in conjunction with the
audited financial statements and the notes thereto for the year ended December 31, 2007
included with the Companys annual report on Form 10-K, as filed with the SEC.

Per
Share Amounts:    SFAS 128, Earnings per Share,
provides for the calculation of Basic and Diluted earnings per
share. Basic earnings per share include no dilution and is computed by dividing net income
(or loss) by the weighted-average number of shares outstanding during the period. Diluted
earnings per share reflect the potential dilution of securities that could share in the
earnings of the Company, similar to fully diluted earnings per share. During the periods
since inception, the Company has not issued any potentially dilutive securities.

Use
of Estimates:    The preparation of financial statements in
conformity with US GAAP requires management to make estimates and assumptions that affect
the reported amount of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported amounts of revenues
and expenses during the reporting period. Management routinely makes judgments and
estimates about the effects of matters that are inherently uncertain. Management bases its
estimates and judgments on historical experience and on various other factors that are
believed to be reasonable under the circumstances, the results of which form the basis for
making judgments about the carrying values of assets and liabilities that are not readily
apparent from other sources. Actual results could differ from these estimates. Estimates
and assumptions are revised periodically and the effects of revisions are reflected in the
financial statements in the period it is determined to be necessary.

Recent
Accounting Pronouncements:    In March 2008, the FASB issued
FAS No. 161, Disclosures about Derivative Instruments and Hedging Activities
 an Amendment of FASB Statement No. 133 (SFAS 161), which becomes effective on
November 15, 2008. This standard changes the disclosure requirements for derivative
instruments and hedging activities. Entities are required to provide enhanced disclosures
about (a) how and why an entity uses derivative instruments, (b) how derivative
instruments and related hedged items are accounted for under SFAS 133 and its related
interpretations, and (c) how derivative instruments and related hedged items affect an
entitys financial position, financial performance, and cash flows. Management is
currently evaluating the impact of adopting this statement.

5

---



There
were various other accounting standards and interpretations issued during 2008 and 2007,
none of which are expected to a have a material impact on the Companys financial
position, operations or cash flows.

|2. | Going
Concern
|-- | -------------

The
Companys financial statements are prepared on a going concern basis, which
contemplates the realization of assets and the satisfaction of obligations in the normal
course of business. The Company has no source of operating revenue to date and has
financed operations through the sale and exchange of equity. The Company has incurred
losses since its inception aggregating $968,618. These conditions raise substantial doubt
about the ability of the Company to continue as a going concern.

The
Company has raised total cash proceeds of $810,300 in sales of common stock since
inception. Management believes that these proceeds will not be sufficient to fund its
operating activity and other capital resource demands during the next twelve months.

The
Companys ability to continue as a going concern is contingent upon its ability to
raise funds through the sale of equity, joint venture or sale of its assets, and attaining
profitable operations. The financial statements do not include any adjustments to the
amount and classification of assets and liabilities that may be necessary should the
Company not continue as a going concern.

|3. | Shareholders Equity
|-- | --------------------

During
the six months ended June 30, 2008, the Company issued 300,000 restricted shares of common
stock at $0.50 per share for cash proceeds of $150,000.

Effective
June 16, 2008 the Company issued 300,000 restricted shares of common stock at $0.1666 per
share for accrued compensation of $50,000 payable to officers.

6

---



Item 2. Management's Discussion and
Analysis of Financial Condition and Results of Operation

# Overview

The
following discussion updates our plan of operation for the next twelve months. It also
analyzes our financial condition at June 30, 2008 and compares it to our financial
condition at December 31, 2007. Finally, the discussion summarizes the results of our
operations for the three and six months ended June 30, 2008 and compares those results to
the comparable periods ended June 30, 2007. This discussion and analysis should be read in
conjunction with our audited financial statements for the two years ended December 31,
2007, including footnotes thereto, and the discussion and analysis included in our Form
10-K as filed with the SEC.

We
are considered an exploration stage company for accounting purposes, since we have not
received any revenue from operations. We are unable to predict with any degree of accuracy
when that classification will change.

# Plan of Operation

We
currently hold an interest in one oil and gas prospect (the Stroh prospect) which is
located within an area known as the Denver-Julesburg Basin in northeastern Colorado. The
well on this prospect is presently shut-in.

Our
plan of operation is to participate in the further development of the Stroh prospect,
either by installing a natural gas powered electrical generator and selling electricity
into the local grid or constructing a gathering system and delivering natural gas to
market, and to evaluate opportunities to acquire other interests in oil and gas
properties. Based on the absence of sufficient working capital to meet these objectives,
we expect to solicit interest from third party investors to provide financing for these
purposes. Although no specific commitments have been made, we expect to obtain such
financing in the form of private equity financing. If we are unable to obtain such
financing, we may be forced to forego participation in the development project as well as
any opportunity to acquire an interest in other oil and gas properties.

Contemporaneously
with efforts to put the Stroh prospect into operation, we are investigating and evaluating
opportunities to acquire other properties to generate revenue. Most of these opportunities
are in the oil and gas industry, although we have also considered prospects in other areas
of the natural resource business. Our efforts so far have revealed that due to historic
high prices for oil, cash prices for oil and gas prospects are prohibitive, based on our
current capital resources. However, we are continuing such efforts and may explore
opportunities to structure an acquisition with all or a portion of the consideration in
equity instead of cash. In any event, we are continuing to review these opportunities in
an effort to add more assets to the company.

7

---



# Liquidity and Capital
Resources

As
of June 30, 2008, we had working capital of $7,229, comprised of current assets of $25,563
and current liabilities of $18,334. This represents an improvement of $47,039 from the
working capital deficit of $39,810 that existed at December 31, 2007. Our working capital
position improved because we raised $150,000 from the issuance of 300,000 shares of
restricted common stock during the six month period ended June 30, 2008.

We
anticipate that we will need to obtain more funding in the next 12 months to continue our
business operations. The most significant of our future operating expenses include (i) the
amount of $35,000 to $89,000 for our expected portion of the development costs of the
Stroh prospect; (ii) approximately $17,500 per month for salaries and other corporate
overhead; and (iii) approximately $5,600 per month for legal and accounting fees
associated with our status as a public company required to file reports with the SEC. Due
to these capital requirements, our lack of cash and our accumulated losses, the report of
our independent accountants on our financial statements at December 31, 2007 contains an
explanatory paragraph about our ability to continue as a going concern. We remain
dependent on receipt of capital from outside sources, and ultimately, generating revenue
from operations, to continue as a going concern.

In
an effort to continue our business operations, our future plans to raise capital include
additional sales of equity securities. During 2008, we sold 300,000 shares of common stock
for cash proceeds of $150,000. Since we do not believe that we are candidates for
conventional debt financing, we may postpone or curtail our operations until we can obtain
equity financing.

All
of our capital resources to date have been provided exclusively through the sale of equity
securities. From inception through June 30, 2008, we received $810,300 in cash from the
issuance of our common stock. Since we are an exploration stage company and have not
generated any cash from operations, we have relied on the sale of equity to fund all of
our capital needs. Our prospects for generating meaningful cash from operations in the
near term are remote, as we presently hold an interest in only one property. Accordingly,
we are dependent on the sale of stock to acquire additional properties to generate revenue
in the future.

Net
cash used in operating activities during the first six months of 2008 was $147,132
compared to $117,781 during the first six months of 2007. Cash usage in 2008 increased by
$29,351. Our operating expenses increased $50,585 during the 2008 period due to the
increased accounting, legal, and reporting costs associated with being a public company.

During
the six months ended June 30, 2008 and 2007, there were no cash flows from investing
activities. Cash provided by financing activities during the six months ended June 30,
2008 was $150,000 compared to $175,000 during the six months ended June 30, 2007. In both
periods, all of the financing activities represent proceeds from the sale of common stock.

# Results of Operations

Three Months Ended June
30, 2008 Compared to the Three Months Ended June 30, 2007

We
are in the exploration stage since planned principal operations have not commenced. Our
activities to date have been limited to implementing our plan of operation, including the
investigation and evaluation of oil, gas and mineral properties. We expect to incur losses
until such time, if ever, we begin generating revenue from operations.

8

---



For
the three months ended June 30, 2008, we recorded a net loss of $(76,239), or $(0.01) per
share, compared to a loss for the corresponding period of 2007 of $(52,247) or $(0.01) per
share. In neither period did we report any revenue except interest income. The increase in
our net loss was due primarily to an increase in general and administrative expenses.

General
and administrative expense for the three months ended June 30, 2008 increased to $76,304
compared to $52,910 during the same period of 2007. During 2008, we incurred additional
legal and accounting fees in connection with the reporting requirements associated with
being a public company.

Six Months Ended June 30,
2008 Compared to the Six Months Ended June 30, 2007

During
the six months ended June 30, 2008, we reported a net loss of $(152,898), or $(0.02) per
share, compared to a net loss for the six months ended June 30, 2007 of $(101,370) or
$(0.01) per share. In neither period did we report any revenue except interest income.

Our
net loss for the six months ended June 30, 2008 increased $51,528 compared to the six
months ended June 30, 2007, as a result of increased general and administrative expenses.

General
and administrative expense for the six months ended June 30, 2008 increased to $152,986
compared to $102,401 during the comparable period of 2007. The increase of $50,585 is
primarily attributable to increased legal and accounting fees associated with our status
as a public company.

# Forward-Looking
Statements

This
Form 10-Q contains or incorporates by reference forward-looking statements, as
that term is used in federal securities laws, about our financial condition, results of
operations and business. These statements include, among others:

| |  | statements
concerning the benefits that we expect will result from our business activities and
results of exploration that we contemplate or have completed, such as increased revenues;
and
| | - | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | statements
of our expectations, beliefs, future plans and strategies, anticipated developments and
other matters that are not historical facts.
| | - | -----------------------------------------------------------------------------------------------------------------------------------------------

These
statements may be made expressly in this document or may be incorporated by reference to
other documents that we will file with the SEC. You can find many of these statements by
looking for words such as believes, expects,
anticipates, estimates or similar expressions used in this report
or incorporated by reference in this report.

These
forward-looking statements are subject to numerous assumptions, risks and uncertainties
that may cause our actual results to be materially different from any future results
expressed or implied in those statements. Because the statements are subject to risks and
uncertainties, actual results may differ materially from those expressed or implied. We
caution you not to put undue reliance on these statements, which speak only as of the date
of this report. Further, the information contained in this document or incorporated herein
by reference is a statement of our present intention and is based on present facts and
assumptions, and may change at any time and without notice, based on changes in such facts
or assumptions.

# Risk Factors Impacting
Forward-Looking Statements

The
important factors that could prevent us from achieving our stated goals and objectives
include, but are not limited to, those set forth in our Form 10-K filed with the SEC and
the following:

9

---



| |  | The
worldwide economic situation;
| | - | ---------------------------------

| |  | Volatility
in the price of oil and gas;
| | - | ---------------------------------------

| |  | Any
change in interest rates or inflation;
| | - | ------------------------------------------

| |  | The
willingness and ability of third parties to honor their contractual commitments;
| | - | ------------------------------------------------------------------------------------

| |  | Our
ability to raise additional capital, as it may be affected by current conditions in the
              stock market and competition in the oil and gas industry for risk capital;
| | - | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

| |  | Our
capital costs, as they may be affected by delays or cost overruns;
| | - | ----------------------------------------------------------------------

| |  | Our
costs of production;
| | - | ------------------------

| |  | Environmental
and other regulations, as the same presently exist and may hereafter be
              amended;
| | - | ------------------------------------------------------------------------------------------------------------

| |  | Our
ability to identify, finance and integrate other acquisitions; and
| | - | ----------------------------------------------------------------------

| |  | Volatility
of our stock price.
| | - | ------------------------------

We
undertake no responsibility or obligation to update publicly these forward-looking
statements, but may do so in the future in written or oral statements. Investors should
take note of any future statements made by or on our behalf.

# Item 4T. Controls and
Procedures

(a)
     We
maintain a system of controls and procedures designed to ensure that information required
to be disclosed by us in reports that we file or submit under the Securities Exchange Act
of 1934, as amended (1934 Act), is recorded, processed, summarized and
reported, within time periods specified in the SECs rules and forms and to ensure
that information required to be disclosed by us in the reports that we file or submit
under the 1934 Act, is accumulated and communicated to our management, including our Chief
Executive Officer and Principal Financial Officer, as appropriate to allow timely
decisions regarding required disclosure. As of June 30, 2008, under the supervision and
with the participation of our Chief Executive Officer and Principal Financial Officer,
management has evaluated the effectiveness of the design and operation of our disclosure
controls and procedures. Based on that evaluation, the Chief Executive Officer and
Principal Financial Officer concluded that our disclosure controls and procedures were
effective.

(b)
     Changes
in Internal Controls.  There were no changes in our internal control over financial
reporting during the quarter ended June 30, 2008 that materially affected, or are
reasonably likely to materially affect, our internal controls over financial reporting.

# PART II

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

During
the three months ended June 30, 2008, we issued 300,000 shares of common stock valued at
$0.1666 per share with our officers for accrued compensation of $50,000. The shares were
not registered under the Securities Act of 1933, as amended (which we refer to as the
Act) and we relied on the exemption from registration provided by Section 4(2)
of the Act. As officers of the company, each recipient had available the type of
information that would have been included in a registration statement at the time of his
investment. Because of their relationship to the company, their financial sophistication
and their financial situation, none of the officers required the protection afforded by
registration under the Act. Further, each certificate representing the shares issued in
the transaction was embossed with a legend as contemplated by Rule 144 of the Act,
signifying that the shares represented by the certificate were restricted within the
meaning of that Rule.

10

---

# Item 6. Exhibits

# a.   Exhibits

| | 31.1 | Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
                           Raymond E. McElhaney.
| | ---- | ----------------------------------------------------------------------------------------------------------------------------

| | 31.2 | Certification
pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 for
                           Frank L. Jennings.
| | ---- | -------------------------------------------------------------------------------------------------------------------------

| | 32 | Certification
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 for
                           Raymond E. McElhaney and Frank L. Jennings.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------

11

---



# SIGNATURES

In accordance with Section 13 or
15(d) of the Exchange Act of 1934, the Company caused this Report to be signed on its
behalf by the undersigned, thereunto duly authorized.

|                                                                                         |                                                                                                                                                                                                           
|---------------------------------------------------------------------------------------- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|Dated: August 11, 2008 
                    
                    
Dated: August 11, 2008 | BRISHLIN RESOURCES, INC./s/ Raymond E. McElhaney
By: Raymond E. McElhaney,
       President and Principal Executive Officer/s/ Frank L. Jennings
By: Frank L. Jennings,
       Principal Financial Officer

12

---