---

---

|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 March 31, 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: 10,080,000 shares outstanding as of May 13, 2008.

---



# BRISHLIN RESOURCES,
INC.

# Index

|                                                                                                   | Page
|-------------------------------------------------------------------------------------------------- | ----
|Part I  FINANCIAL INFORMATION                                                                     |     
|                                                                                                   |     
|Item 1.      Financial Statements                                                                  |     
|                                                                                                   |     
|Balance Sheets as of March 31, 2008 (unaudited) and December 31, 2007                              |     
|                                                                                                   |     
|Statements of Operations for the three months ended March 31, 2008 and 2007 and for the            |     
|period from inception to March 31, 2008 (unaudited)                                                |     
|                                                                                                   |     
|Statements of Cash Flows for the three months ended March 31, 2008 and 2007 and for the            |     
|period from inception to March 31, 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                                                                                         |     

---



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

|                                                                 | March 31, 2008 |  | December 31, 2007 |         
|---------------------------------------------------------------- | -------------- |  | ----------------- | --------
|
|ASSETS                                                           |                |  |                   |         
|Current assets:                                                  |                | 
|Cash and cash equivalents                                        |                |  | $                 | 24,577  
|Prepaid expenses                                                 |                |  |                   | 2,856   
|                                                                 |                |  |                   |         
|Total current assets                                             |                |  |                   | 27,433  
|                                                                 |                |  |                   |         
|Oil and gas properties, at cost, using full cost method          |                | 
|Oil and gas properties, net                                      |                |  |                   | 39,125  
|Other assets                                                     |                |  |                   | 1,328   
|                                                                 |                |  |                   |         
|Total assets                                                     |                |  | $                 | 67,886  
|                                                                 |                |  |                   |         
|LIABILITIES AND SHAREHOLDERS' EQUITY (DEFICIT)                   |                | 
|Current liabilities:                                             |                | 
|Accounts payable and accrued expenses                            |                |  | $                 | 24,899  
|Accrued salaries, benefits, and taxes                            |                |  |                   | 69,066  
|                                                                 |                |  |                   |         
|Total current liabilities                                        |                |  |                   | 93,965  
|                                                                 |                |  |                   |         
|Shareholders' equity (deficit):                                  |                | 
|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:  |                | 
|9,880,000 and 9,780,000 shares issued and outstanding at         |                | 
|March 31, 2008 and December 31, 2007, respectively               |                |  |                   | 9,880   
|Additional paid-in capital                                       |                |  |                   | 856,420 
|(Deficit) accumulated during the exploration stage               |                |  |                   | (892,379
|                                                                 |                |  |                   |         
|Total shareholders' equity (deficit)                             |                |  |                   | (26,079 
|                                                                 |                |  |                   |         
|Total liabilities and shareholders' equity (deficit)             |                |  | $                 | 67,886  
|                                                                 |                |  |                   |         

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
March 31, 2008 and 2007   and for the period from Inception (May 11, 2005) to March 31, 2008
(Unaudited)

|                                     | 2008 |  | 2007 |           | Inception
(May 11, 2005) to
March 31, 2008 |  
|------------------------------------ | ---- |  | ---- | --------- | ------------------------------------------ | -
|Revenue                              |      |  | $    |          |                                            | $
|                                     |      |  |      |           |                                            |  
|Expenses:                            |      | 
|Oil and gas lease expense            |      |  |      |          |                                            |  
|Impairment of oil and gas properties |      |  |      |          |                                            |  
|General and administrative           |      |  |      | 76,682    |                                            |  
|                                     |      |  |      |           |                                            |  
|Total expenses                       |      |  |      | 76,682    |                                            |  
|                                     |      |  |      |           |                                            |  
|Operating (loss)                     |      |  |      | (76,682   | )                                          |  
|                                     |      |  |     
|Other income:                        |      | 
|Interest income                      |      |  |      | 23        |                                            |  
|                                     |      |  |      |           |                                            |  
|(Loss) before taxes                  |      |  |      | (76,659   | )                                          |  
|                                     |      |  |     
|Provision for income taxes           |      |  |      |          |                                            |  
|                                     |      |  |      |           |                                            |  
|                                     |      |  |     
|Net (loss)                           |      |  | $    | (76,659   | )                                          | $
|                                     |      |  |      |           |                                            |  
|Net (loss) per common share:         |      | 
|Basic and Diluted                    |      |  | $    | (0.01     | )                                          | $
|                                     |      |  |      |          
|Weighted average shares outstanding: |      | 
|Basic and Diluted                    |      |  |      | 9,833,556 |                                            |  
|                                     |      |  |      |          

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

2

---



BRISHLIN RESOURCES,
INC.  (An Exploration Stage Company)
STATEMENTS OF CASH FLOWSfor the three months ended March 31, 2008 and 2007,
and for the period from Inception (May 11, 2005) to March 31,
2008  (Unaudited)

|                                             | 2008 |  | 2007 |         | Inception
(May 11, 2005) to
March 31, 2008 |  
|-------------------------------------------- | ---- |  | ---- | ------- | ------------------------------------------ | -
|Cash flows from operating activities:        |      |  |      |         |                                            |  
|                                             |      |  |     
|Net cash (used in) operating activities      |      |  | $    | (45,863 | )                                          | $
|                                             |      |  |      |         |                                            |  
|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             |      |  |      | 50,000  |                                            |  
|                                             |      |  |      |         |                                            |  
|Net cash provided by financing activities    |      |  |      | 50,000  |                                            |  
|                                             |      |  |      |         |                                            |  
|Net increase in cash and equivalents         |      |  |      | 4,137   |                                            |  
|                                             |      |  |     
|Cash and equivalents at beginning of period  |      |  |      | 20,440  |                                            |  
|                                             |      |  |      |         |                                            |  
|                                             |      |  |     
|Cash and equivalents at end of period        |      |  | $    | 24,577  |                                            | $
|                                             |      |  |      |         |                                            |  
|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                       |      |  | $    |        |                                            | $
|                                             |      |  |      |         |                                            |  

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

3

---



BRISHLIN RESOURCES,
INC. 

(AN EXPLORATION STAGE COMPANY)
NOTES TO FINANCIAL STATEMENTSMarch 31, 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 plans to engage
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 of normal recurring accruals) considered necessary for a fair presentation of
financial position as of March 31, 2008, results of operations for the three months ended
March 31, 2008 and 2007, and cash flows for the three months ended March 31, 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.

4

---



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.

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 $892,379. 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 $710,300 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 to attain
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 three months ended March 31, 2008, the Company issued 100,000 restricted shares of
common stock for a price of $0.50 per share for cash proceeds of $50,000.

|4. | Subsequent
Event
|-- | ----------------

Effective
April 28, 2008, the Company issued an additional 200,000 restricted shares of common stock
for a price of $0.50 per share for cash proceeds of $100,000.

5

---



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 March 31, 2008 and compares it to our financial
condition at December 31, 2007. Finally, the discussion summarizes the results of our
operations for the three months ended March 31, 2008 and compares those results to the
three months ended March 31, 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 on Form 10-K
as filed with the Securities and Exchange Commission.

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 either development project as well
as any opportunity to acquire an interest in other oil and gas properties.

We
hope to make the Stroh prospect our pilot project for our concept of power generation
utilizing shut-in natural gas wells that are located in remote areas where pipeline
delivery is unavailable. We believe there is a strong demand for this type of program and
have worked with a local electrical cooperative to determine whether this type of
operation in this area would be profitable to the company. Along with our operating
partners, we plan to acquire and install the necessary equipment to participate in this
activity, including a modern natural gas-fired generator, a transformer and the lines to
connect the transformer to the power system via a power pole located approximately two
miles from the prospect.

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 and
add more assets to the company.

6

---



# Liquidity and Capital
Resources

As
of March 31, 2008, we had a working capital deficit of $66,532, comprised of current
assets of $27,433 and current liabilities of $93,965. This represents an increased deficit
of $26,722 from the working capital deficit of $39,810 reported at December 31, 2007. Our
working capital position declined because we have utilized our capital resources as we
continue efforts to develop the Company.

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.

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, including 200,000
shares sold subsequent to March 31, 2008 for $100,000. 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.

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. This
qualification is based on our lack of operating revenue and limited working capital, among
other things. We remain dependent on receipt of capital from outside sources, and
ultimately, generating revenue from operations, to continue as a going concern.

All
of our capital resources to date have been provided exclusively through the sale of equity
securities. Since we are an exploration stage company and have not generated any cash from
operations, we have relied on 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 three months of 2008 was $45,863
compared to $49,301 during the first three months of 2007. Cash usage decreased by $3,438.
Although our operating expenses increased during the 2008 period, our use of cash
decreased because our officers deferred payment of their salaries during the period.

During
the three months ended March 31, 2008 and 2007, there was no cash flow from, or used in,
investing activities. Cash provided by financing activities during the three months ended
March 31, 2008 was $50,000 compared to $150,000 during the three months ended March 31,
2007. In both periods, all of the financing activities represent proceeds from the sale of
common stock.

# Results of Operations
 Three Months Ended March 31, 2008 Compared to the Three Months Ended March 31, 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.

During
the three months ended March 31, 2008, we reported a net loss of $76,659, or $(0.01) per
share, compared to a net loss for the three months ended March 31, 2007 of $49,123 or
$(0.01) per share. In neither period did we report any revenue except interest income.

7

---



Our
net loss for the three months ended March 31, 2008 increased $27,536 compared to the three
months ended March 31, 2007, as a result of increased general and administrative expenses.

General
and administrative expense for the three months ended March 31, 2008 increased to $76,682
compared to $49,491 during the comparable period of 2007. The increase of $27,191 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:

| |  | 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.
| | - | ------------------------------

8

---



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 March 31, 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 March 31, 2008 that
          materially affected, or is 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 March 31, 2008, we sold an aggregate of 100,000 shares of common
stock to four individuals in transactions that were not registered under the Securities
Act of 1933. On April 28, 2008, we sold an additional 200,000 shares to a single
individual in a transaction that was not registered under such Act. The shares were sold
for a price of $0.50 per share, or a total of $150,000. Each of these sales was made by
our officers or directors and no underwriter was involved in the sales.

In
each case, we relied on the exemption from registration provided by Section 4(2) of the
Act. None of the offers were made by means of any public solicitation, and each of the
investors had available the type of information that would have been included in a
registration statement at the time of his or her investment. Because of their relationship
to the issuer of the securities, their financial sophistication and their financial
situation, none of these investors required the protection afforded by registration under
the Act. Further, each certificate representing the shares sold in the offering 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.

# 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.
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------

9

---



# 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: May 14, 2008 
                    
                    
Dated: May 14, 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

10

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