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

                                    FORM 10-Q
(Mark One)

     QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
     OF 1934

                For the quarterly period ended November 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

                          SYNERGY RESOURCES CORPORATION
        (Exact Name of Small Business Issuer as Specified in its Charter)

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

           20203 Highway 60, Platteville, Colorado          80651
           ---------------------------------------       ----------
           (Address of Principal Executive Offices)      (Zip Code)

Registrant's telephone number including area code: (970) 737-1073

                                       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 [ ]               Accelerated filer  [ ]
Non-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: 9,998,000 shares outstanding as
of January 20, 2009.

<PAGE>

                          SYNERGY RESOURCES CORPORATION

                                      Index

                                                                           Page
Part I - FINANCIAL INFORMATION

Item 1. Financial Statements

        Consolidated Balance Sheets as of November 30, 2008
          (unaudited) and August 31, 2008                                   3

        Statements of Operations for the three months ended
          November 30, 2008 and for the period from inception
          (December 28, 2007) to November 30, 2008 (unaudited)              4

        Statements of Cash Flows for the three months ended
          November 30, 2008 and for the period from inception
          (December 28, 2007) to November 30, 2008 (unaudited)              5

        Notes to Financial Statements (unaudited)                           6

Item 2. Management's Discussion and Analysis of Financial Condition and
         Results of Operations                                             13

Item 4T. Controls and Procedures                                           19

Part II - OTHER INFORMATION

Item 1. Legal Proceedings                                                  20

Item 2. Unregistered Sales of Equity Securities and Use of
         Proceeds                                                          20

Item 3. Defaults Upon Senior Securities                                    20

Item 4. Submission of Matters to a vote of Securities Holders              20

Item 5. Other Information                                                  20

Item 6. Exhibits                                                           20

SIGNATURES                                                                 21


                                       2
<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                           CONSOLIDATED BALANCE SHEETS

                                                 November 30,      August 31,
                                                    2008             2008
                                                -------------      ----------
                                                (Unaudited)
                        ASSETS
Current assets:
   Cash and cash equivalents                    $  1,716,586     $  2,292,341
   Other current assets                               44,699           27,412
                                                -------------    ------------
       Total current assets                        1,761,285        2,319,753
                                                -------------    ------------
Oil and gas properties, at cost, using full
  cost method:
Unproved, undeveloped oil and gas properties         203,939                -
Deposits - related parties                           100,000                -
Deferred offering costs                              158,000                -
                                                -------------    ------------
       Total assets                              $ 2,223,224     $  2,319,753
                                                =============    ============

         LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
   Accounts payable                              $    39,670     $    12,473
   Accounts payable - related party                  100,000               -
   Accrued taxes and expenses                         43,339          40,853
                                                -------------   ------------
       Total current liabilities                     183,009          53,326
                                                -------------   ------------

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:
       10,998,000 and 9,943,571 shares issued
        and outstanding at November 30, 2008
        and August 31, 2008, respectively             10,998           9,944
   Additional paid-in capital                      5,937,531       2,477,511
   Stock subscriptions receivable                          -         (27,650)
   (Deficit) accumulated during the
     exploration stage                            (3,908,314)       (193,378)
                                                 ------------    ------------
        Total shareholders' equity                 2,040,215       2,266,427
                                                 ------------    -----------
        Total liabilities and shareholders'
           equity                                 $2,223,224      $2,319,753
                                                 ============    ===========





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



                                       3
<PAGE>
                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF OPERATIONS
            for the three months ended November 30, 2008 and for the
         period from Inception (December 28, 2007) to November 30, 2008
                                   (Unaudited)


                                                                Inception
                                      Three Months Ended   (December 28, 2007)
                                      November 30, 2008    to November 30, 2008
                                      ------------------   --------------------

Revenues                               $            -        $           -
                                       --------------        -------------
Expenses:
   Oil and gas operating expenses               2,400               2,400
   Administrative services contract
   - related party                             60,000             113,333
   Salaries and payroll taxes                 103,869             176,251
   Consulting fees - related party             30,000              30,000
   Professional fees                           75,188             116,286
   Insurance                                    8,062               8,062
   Share based compensation - stock
     options granted                        3,424,755           3,452,955
   All other general and administrative        18,125              19,383
                                      ---------------        ------------
        Total expenses                      3,722,399           3,918,670
                                      ---------------        ------------

Operating (loss)                           (3,722,399)         (3,918,670)
    Interest income                             7,463              10,356
                                      ---------------        ------------
(Loss) before taxes                        (3,714,936)         (3,908,314)
Provision for income taxes                         -                    -
                                      ---------------        ------------
Net (loss)                               $ (3,714,936)       $ (3,908,314)
                                      ===============        ============
Net (loss) per common share:
      Basic and Diluted               $         (0.34)
                                      ===============

Weighted average shares outstanding:
      Basic and Diluted                   10,874,185
                                      ===============



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


                                       4
<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                      CONSOLIDATED STATEMENTS OF CASH FLOWS
            for the three months ended November 30, 2008 and for the
         period from Inception (December 28, 2007) to November 30, 2008
                                   (Unaudited)


                                            Three Months          Inception
                                               Ended         (December 28, 2007)
                                          November 30, 2008   November 30, 2008
                                          -----------------   ------------------
Cash flows from operating activities:
 Net (loss)                                 $(3,714,936)       $(3,908,314)
                                            -----------          ----------

 Adjustments to reconcile net (loss) to
   net cash (used in) operating activities:
     Share based compensation                 3,424,755           3,452,955
     Changes in operating assets and
       liabilities (Increase) in other
       current assets                           (17,287)           (44,699)
     Increase in accounts payable                27,197              39,670
     Increase in accounts payable -
        related party                           100,000             100,000
     Increase in accrued taxes and
        expenses                                  2,486              43,339
     Effect of merger on operating
        assets (liabilities)                    (31,437)            (31,437)
                                            -----------          ----------
  Total adjustments                           3,505,714           3,559,828
                                            -----------          ----------
    Net cash (used in) operating
      activities                               (209,222)           (348,486)
                                            -----------          ----------
 Cash flows from investing activities:
    Acquisition of oil and gas properties
        and deposits - related party           (264,814)           (264,814)
    Cash acquired in merger                       3,987               3,987
                                            -----------          ----------
    Net cash (used in)
     investing activities                      (260,827)           (260,827)
                                            -----------          ----------
 Cash flows from financing activities:
    Cash proceeds from sale of stock             52,294           2,597,899
    Offering costs                                    -            (114,000)
    Payment of deferred offering costs         (158,000)           (158,000)
                                            -----------          ----------
    Net cash provided by (used in)
      financing activities                     (105,706)          2,385,899
                                            -----------          ----------
Net increase (decrease) in cash and
  equivalents                                  (575,755)          1,716,586
Cash and equivalents at beginning of
  period                                      2,292,341                   -
                                            -----------          ----------
Cash and equivalents at end of period       $ 1,716,586         $ 1,716,586
                                            ===========         ===========

Supplemental Cash Flow Information:
    Interest paid                           $         -         $         -
                                            ===========         ===========
    Income taxes paid                       $         -         $         -
                                            ===========         ===========

Non-cash investing and financing activities:
    Net assets acquired in merger           $    11,675         $    11,675
                                            ===========         ===========

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


                                       5
<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (AN EXPLORATION STAGE COMPANY)
                          NOTES TO FINANCIAL STATEMENTS
                                November 30, 2008
                                   (Unaudited)

1.     Description of Business and Summary of Significant Accounting Policies

      Interim Financial Information: The interim consolidated 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. The Company believes that the disclosures included are adequate
to make the information presented not misleading.

            In management's opinion, the unaudited consolidated balance sheets
as of November 30, 2008, the unaudited consolidated statements of operations for
the three month period ended November 30, 2008, and the unaudited consolidated
statements of cash flows for the three month period ended November 30, 2008,
contained herein, reflect all adjustments, consisting solely of normal recurring
items, which are necessary for the fair presentation of the Company's financial
position, results of operations, and cash flows on a basis consistent with that
of its prior audited consolidated financial statements. However, the results of
operations for interim periods may not be indicative of results to be expected
for the full fiscal year. Therefore, these financial statements should be read
in conjunction with the audited financial statements and notes thereto for the
period ended August 31, 2008.

     Basis  of  Presentation:  Synergy  Resources  Corporation  (the  "Company")
represents  the result of a merger  transaction  on  September  10, 2008 between
Brishlin Resources, Inc. ("Predecessor Brishlin"), a public company, and Synergy
Resources Corporation ("Predecessor Synergy"), a private company. In conjunction
with the transaction, Predecessor Brishlin changed its name to Synergy Resources
Corporation and Predecessor Synergy changed its name to Synergy Resources,  Ltd.
The Company was organized  under the laws of the State of Colorado.  The Company
is in its  exploration  stage and  plans to engage in oil and gas  acquisitions,
exploration,  development and production  service  activities,  primarily in the
area known as the Denver-Julesburg  Basin. The consolidated entity has adopted a
fiscal year ending August 31.

     Reclassifications:  Certain amounts previously  presented for prior periods
have  been   reclassified  to  conform  with  the  current   presentation.   The
reclassifications had no effect on net loss or total shareholders' equity.

     Merger Transaction: On September 10, 2008, Predecessor Brishlin consummated
an  Agreement  to Exchange  Common  Stock  ("Exchange  Agreement")  with certain
shareholders  of  Predecessor  Synergy  to  acquire  approximately  89%  of  the


                                       6
<PAGE>

outstanding  common stock of Predecessor  Synergy.  In subsequent  transactions,
Predecessor Brishlin acquired all of the remaining shares, aggregating 9,960,000
shares for 100% ownership of Predecessor Synergy, in exchange for 9,960,000
shares of Predecessor  Brishlin's common stock. The merger transaction  resulted
in a consolidated  entity with 10,998,000  common shares  outstanding,  with the
shareholders of Predecessor Synergy holding approximately 91% of the outstanding
shares and the shareholders of Predecessor Brishlin holding  approximately 9% of
the outstanding shares.

      The Exchange Agreement further provides that the Company agree to issue
substitute Series A warrants to replace similar warrants held by certain
shareholders of Predecessor Synergy to purchase 2,060,000 shares of common stock
at $6.00 per share. Furthermore, the Company agreed to issue substitute options
to replace similar options outstanding prior to the merger transaction, which
options provide for the purchase of 2,000,000 shares of common stock at $1.00
per share and 2,000,000 shares of common stock at $10.00 per share.

      Immediately prior to the transaction, Predecessor Brishlin completed a
one-for-ten reverse stock split of its outstanding common stock. All share and
per share data presented in this Report has been retroactively restated to
reflect the reverse stock split.

      In anticipation of the merger transaction, Predecessor Brishlin declared a
dividend to its shareholders of record as of August 28, 2008, consisting of one
Series A warrant for each common share held.

     Although  the legal form of the  transaction  reflects the  acquisition  of
Predecessor  Synergy by Predecessor  Brishlin,  the Company  determined that the
accounting form of the transaction is a "reverse  merger",  in which Predecessor
Synergy is  identified  as the  acquiring  company and  Predecessor  Brishlin is
identified as the acquired company. At the time of the transaction,  predecessor
Brishlin had ceased most of its operations and liquidated most of its assets and
liabilities. In accordance with SEC regulations, the transaction was recorded as
a capital  transaction  rather than a business  combination.  The transaction is
equivalent  to the issuance of common stock by  Predecessor  Synergy in exchange
for the net assets of Predecessor Brishlin and a recapitalization of Predecessor
Synergy. The assets and liabilities of Predecessor Brishlin were not restated to
their  estimated fair market values and no goodwill or other  intangible  assets
were  recorded.  A  summary  of  predecessor   Brishlin's  selected  assets  and
liabilities at the transaction date follows:

            Cash                         $ 3,986
            Current assets                 5,129
            Oil and gas assets            39,125
            Current liabilities          (28,466)
            Net assets                    11,675

      Financial information for all periods subsequent to September 10, 2008
includes the consolidated assets, liabilities and activities of both companies.
Historical financial information for periods prior to September 10, 2008
includes only Predecessor Synergy.

                                       7
<PAGE>

     Condensed pro-forma  information  assuming that the transaction occurred on
September  1, 2008  (beginning  of  fiscal  year for the  Company)  has not been
presented.  As  Predecessor  Brishlin had  substantially  reduced its operations
prior  to  the  transaction,   there  is  no  material  difference  between  the
information presented in the financial statements and the pro-forma information.

     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 issued 4,000,000 potentially
dilutive  securities,  all of which were excluded from the  calculation  because
they were anti-dilutive.

     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:  There were no accounting  standards and
interpretations recently issued that 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  $3,908,314.  These
conditions raise  substantial doubt about the ability of the Company to continue
as a going concern.

      The Company has raised cash proceeds of $2,385,899, net of offering costs,
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


                                       8
<PAGE>

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.     Oil and Gas Properties

     During the three months ended November 30, 2008, the Company acquired oil
and gas leases totaling 4,160 acres for consideration of $164,814. In addition,
the Company acquired one shut-in well in the merger transaction.

4.     Shareholders' Equity

     Preferred Stock The Company has authorized 10,000,000 shares of preferred
stock with a par value of $0.01 per share. These shares may be issued in series
with such rights and preferences as may be determined by the Board of Directors.
Since inception, the Company has not issued any preferred shares.

     Common Stock: The Company has authorized 100,000,000 shares of common stock
with a par value of $0.001 per share.

     Issued and Outstanding: The total issued and outstanding common stock at
November 30, 2008 is 10,998,000 common shares, as follows:

     i.   Effective June 11, 2008, the Company issued 7,900,000 common shares to
          its founders at $0.001 per share, for aggregate proceeds of $7,899.

     ii.  Pursuant to a Private Offering Memorandum dated June 20, 2008, the
          Company sold 1,000,000 units at $1.00 per unit. Each unit consisted of
          one share of restricted common stock and one Series A warrant that
          entitles the holder to purchase one share of common stock at $6.00 per
          share through December 31, 2012.

     iii. Pursuant to a Private  Offering  Memorandum  dated July 16, 2008,  the
          Company sold 1,060,000 units at $1.50 per unit for total cash proceeds
          of $1,590,000,  of which 16,429 units  (proceeds of $24,644) were sold
          during the three months ended  November 30, 2008.  Each unit consisted
          of one share of restricted  common stock and one Series A warrant that
          entitles the holder to purchase one share of common stock at $6.00 per
          share  through  December  31, 2012.  The  subscription  receivable  of
          $27,650 at August 31, 2008 was collected during the three months ended
          November 30, 2008.

     iv.  Effective September 10, 2008, the Company issued 1,038,000 common
          shares to the shareholders of predecessor Brishlin, on an exchange
          basis of one share of Synergy common stock for each share of
          Brishlin common stock. In addition, the shareholders of predecessor
          Brishlin will receive 1,038,000 Series A warrants that entitle the
          holder to purchase one share of common stock at $6.00 per share
          through December 31, 2012.

     The following tables summarize  information  about the Company's issued and
outstanding common stock warrants for the period ended November 30, 2008:


                                       9
<PAGE>

                                             Remaining       Exercise Price
               Exercise    Number of        Contractual       times Number
                 Price      Shares         Life (in years)    of Shares
               --------    ---------       --------------   ---------------

                 $6.00     3,098,000             4.1         $ 18,588,000



                                          Number            Weighted average
                                       of warrants           exercise price

      Outstanding, August 31, 2008       2,043,571              $6.00
      Granted                            1,054,429              $6.00
      Exercised                                 --
                                        ----------
      Outstanding, November 30, 2008     3,098,000              $6.00
                                         =========

5.     Stock Based Compensation

      The Company accounts for stock options granted as provided by SFAS 123(R),
"Share-Based Payment," which requires the Company to expense as compensation the
value of grants and options as determined in accordance with the fair value
based method prescribed in SFAS 123(R). The Company estimates the fair value of
each stock option at the grant date by using the Black-Scholes-Merton
option-pricing model.

     As described in the following paragraphs,  the Company recorded stock-based
compensation expense of $3,424,755 for the three months ended November 30, 2008.

      During the period ended August 31, 2008, stock options were granted to
purchase 4,000,000 shares of common stock. Effective June 11, 2008, grants
covering 2,000,000 shares were issued to the executive officers at an exercise
price of $10.00 and a term of five years, and these options will vest over a one
year period. The fair value of these options was determined to be nil based upon
the following assumptions: expected life of 2.5 years, stock price of $1.00 at
date of grant, nominal volatility, dividend yield of 0%, and interest rate of
2.63%. Effective June 30, 2008, grants covering an additional 2,000,000 shares
were issued to the executive officers at an exercise price of $1.00 and a term
of five years, and these options will vest over a one year period. Based upon a
fair value calculation, these options were determined to have a value of
$127,000 using the following assumptions: expected life of 2.5 years, stock
price of $1.00 at date of grant, nominal volatility, dividend yield of 0%, and
interest rate of 2.63%. Stock option compensation expense of $29,640 was
allocated to the period ended November 30, 2008, based on a pro-ration of the
fair value over the vesting period.

     In  connection  with the merger,  the Company  agreed to issue stock option
grants covering 4,000,000 shares to replace the similar options described in the
preceding paragraph.  Using the  Black-Scholes-Merton  option-pricing model, the
Company  estimated that the fair value of the replacement  options  exceeded the
fair value of the options  surrendered by $10,185,345.  The assumptions  used in
the model  were:  expected  life of 2.5 years,  stock  price of $3.50 at date of
grant, volatility of 166%, dividend yield of 0%, and interest rate of 2.63%. The


                                       10
<PAGE>

additional  expense of $10,185,345 will be pro-rated over the remaining  vesting
period.  During the period ended  November 30, 2008,  the pro-rata  stock option
compensation expense was $3,395,115.

      The following tables summarize information about stock options for the
period ended November 30, 2008:

                              Remaining       Exercise Price       Weighted
      Exercise   Number of   Contractual      times Number          Average
        Price      Shares   Life (in years)    of Shares         Exercise Price
      --------   ---------  --------------    -------------     ---------------

       $10.00    2,000,000        4.6         $ 20,000,000          $10.00
       $ 1.00    2,000,000        4.6            2,000,000            1.00
                ----------                    ------------
                 4,000,000                    $ 22,000,000          $ 5.50
                 =========                    ============


                                              Number       Weighted average
                                             of shares       exercise price
                                            ----------     -----------------

      Outstanding, August 31, 2008           4,000,000          $5.50
      Granted                                4,000,000          $5.50
      Terminated                            (4,000,000)         $5.50
                                           -----------
      Outstanding November 30, 2008          4,000,000          $5.50
                                           ===========

      Exercisable at November 30, 2008               -
                                           ===========

6.     Related Party Transactions and Commitments

      The Company's executive officers control two entities that have entered
into agreements with the Company. The entities are Petroleum Management, LLC
("PM") and Petroleum Exploration and Management, LLC ("PEM"). One agreement
provides various administrative services to the Company and the other agreement
provides an option to acquire certain oil and gas interests.

      For the three months ended November 30, 2008, the Company paid $60,000
under the administrative services agreement.

     Effective  August 7, 2008, the Company entered into a letter of intent with
the related entities that provides an option to acquire working interests in oil
and gas leases  which are owned by PM and/or PEM.  The oil and gas leases  cover
640 acres in Weld County,  Colorado, and subject to certain conditions,  will be
transferred  to the  Company for  payment of $1,000 per net  mineral  acre.  The
working interests in the leases vary but the net revenue interest in the leases,
if acquired by the Company,  will not be less than 75%. The letter of intent, as
amended, has an expiration date of August 31, 2009. As of November 30, 2008, the
Company  has  recorded a $100,000  deposit  pursuant to this option as a current
liability.


                                       11
<PAGE>

      On June 11, 2008, the Company entered into two year employment agreements
with its executive officers. Pursuant to the terms of those agreements, the
salaries of William E. Scaff, Jr. and Ed Holloway are each $12,500 per month.
For the three months ended November 30, 2008, the Company paid $75,000 under
these agreements.

      In June 2008, the Company sold 1,900,000 shares of its common stock to the
Synergy Energy Trust (the "Trust"). The Trust was created for the benefit of
consultants and others who have, or will in the future, benefit the Company. The
trustee is a shareholder of the Company. As of November 30, 2008, the Trust had
not sold, assigned or transferred any of the Company's shares. Effective
December 1, 2008, the Company purchased 1,000,000 shares from the Trust for
$1,000, which was the price at which the shares were sold to the Trust.

      On June 1, 2008, the Company entered into an agreement with Energy Capital
Advisors, an entity related through common ownership interests. Energy Capital
Advisors will provide certain services directly related to raising additional
capital for the Company. The agreement will terminate on May 31, 2009, unless
terminated earlier for reason of non-performance. Compensation under the
agreement is $30,000 per month. During the period ended November 30, 2008, the
Company recorded deferred offering costs of $90,000 related to this agreement.

      On June 1, 2008, the Company entered into an agreement with J3 Energy LLC,
an entity related through common ownership interests. J3 Energy LLC will provide
certain services directly related to raising additional capital for the Company.
The agreement terminated on September 30, 2008. Compensation under the agreement
is $8,000 per month. During the period ended November 30, 2008, the Company
recorded deferred offering costs of $8,000 related to the agreement.

      In connection with the merger, the Company entered into an agreement with
two directors to provide consulting services. The initial term of the agreement
is one year. Compensation under the agreement is $10,000 per month. During the
period ended November 30, 2008, the Company recorded costs of $30,000 related to
this agreement.

7.     Subsequent Events

     Subsequent to November 30, 2008, the Company  commenced a private  offering
to sell shares of its common stock and  warrants.  As of January 20,  2009,  the
Company had received  cash  proceeds of $260,000 for the sale of 173,333  common
shares and warrants.

      Effective December 1, 2008, the Company purchased 1,000,000 shares of its
common stock from one of the original Predecessor Synergy shareholders for
$1,000, which was the price at which the shares were sold to the shareholder.

     Effective December 31, 2008, the Company granted stock options to an
employee to purchase 100,000 shares of common stock at an exercise price of
$3.00 and a term of ten years.


                                       12
<PAGE>


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 November 30, 2008 and
compares it to our financial condition at August 31, 2008. Finally, the
discussion summarizes the results of our operations for the three months ended
November 30, 2008. This discussion and analysis should be read in conjunction
with our audited financial statements for the period ended August 31, 2008,
including footnotes thereto, and the discussion and analysis included in our
10-K report for the transition period ended August 31, 2008 as filed with the
SEC.

Merger  Transaction  Between  Brishlin  Resources,  Inc.  and Synergy  Resources
Corporation

      Synergy Resources Corporation represents the result of a merger
transaction between Brishlin Resources, Inc. ("Predecessor Brishlin"), a public
company, and Synergy Resources Corporation ("Predecessor Synergy"), a private
company. In conjunction with the transaction, Predecessor Brishlin changed its
name to Synergy Resources Corporation and Predecessor Synergy changed its name
to Synergy Resources, Ltd.

      On September 10, 2008, Predecessor Brishlin consummated an Agreement to
Exchange Common Stock ("Exchange Agreement") with certain shareholders of
Predecessor Synergy to acquire approximately 89% of the outstanding common stock
of Predecessor Synergy. In subsequent transactions, all of the remaining
outstanding common shares of Predecessor Synergy were acquired. In total,
9,960,000 shares of common stock were issued in exchange for 9,960,000 shares of
Predecessor Synergy. The merger transaction resulted in a consolidated entity
with 10,998,000 shares outstanding.

     As additional  consideration  in the  transaction,  the Exchange  Agreement
required  Predecessor  Brishlin to issue 2,060,000  Series A warrants to certain
shareholders  of  Predecessor  Synergy to replace  similar  warrants  previously
issued by  Predecessor  Synergy.  Each Series A warrant  entitles  the holder to
purchase one share of common stock at an exercise price of $6.00 per share.

      Although the legal form of the transaction reflects the acquisition of
Predecessor Synergy by Predecessor Brishlin, we determined that the accounting
form of the transaction is a "reverse merger", in which Predecessor Synergy is
identified as the acquiring company and Predecessor Brishlin is identified as
the acquired company. Furthermore, since Predecessor Brishlin had ceased most of
its activities as of the merger date, the transaction was not treated as a
business combination pursuant to Statement of Financial Accounting Standards No.
141, but as a capital transaction whereby common stock was issued for the net
assets of Predecessor Brishlin accompanied by a simultaneous recapitalization of
Predecessor Synergy. No goodwill or other intangible assets were recorded in the
transaction.


                                       13
<PAGE>

      Financial information for all periods subsequent to September 10, 2008
includes the consolidated assets, liabilities and activities of both companies.
Historical financial information for periods prior to September 10, 2008,
presented for comparative purposes, includes only Predecessor Synergy.

      At the date of the merger transaction, Predecessor Synergy's primary asset
was approximately $2,200,000 in cash that it had raised from sales of its common
stock to private investors. Predecessor Brishlin's primary asset was an interest
in one shut-in well located in northeastern Colorado.

Plan of Operation

      We plan to become an independent oil and gas exploration and production
company, engaged in the acquisition of mineral interests and the exploration and
development of crude oil and natural gas reserves and production. Our executive
officers have extensive experience in drilling wells and producing oil and gas
in the Denver-Julesburg Basin (D-J Basin) located in northeastern Colorado and
neighboring states. The D-J Basin has many positive attributes that we intend to
exploit. The area has a long history of successful oil and gas operations, and
features low drilling and completion costs, high level of predictability, rapid
return on investment, and numerous drilling opportunities. New drilling and
completion technology has greatly improved the ability to extract hydrocarbons
from mineral rich formations. We have developed a plan to utilize a drilling
program in proven areas with a relatively predictable return and a low risk
history.

      As an oil and gas company, our strategy will be to identify and exploit
mineral interests in areas that are proximate to existing or indicated producing
areas based on the results of other drilling activity in the area. These targets
can be quickly developed and put into production as low cost and low risk. We
believe that the experience of our executive officers will provide us with an
advantage in quickly acquiring prospects in promising areas in an efficient and
cost effective manner. We plan to begin a drilling program in the D-J Basin as
soon as possible.

      To fund our operations, we plan to sell additional shares of our common
stock and warrants.

     We have an option to  acquire  interests  in oil and gas  leases  currently
owned by Petroleum  Management,  LLC and Petroleum  Exploration  and Management,
LLC,  companies  controlled  by our  executive  officers.  The two entities have
acquired  the  rights to several  mineral  interests  and have  agreed to assign
certain  interests  to us for  payment of $1,000 per  mineral  acre.  The option
requires  an initial  payment of  $100,000,  which will be applied  against  any
leases we acquire.  As of November 30, 2008 and  continuing to January 20, 2009,
we had recorded the $100,000 obligation as a current liability.

     Pursuant to the option agreement described above, we recently  participated
in two wells  drilled by  Kerr-McGee  Oil & Gas  Onshore LP (KM).  Both the Gray
#25-16 well and the Zabka State #33-15 well hit productive formations at a depth
of  approximately  7,500 feet.  We have been  informed by KM that they intend to
complete the wells and commence  production during the first calendar quarter of


                                       14
<PAGE>

2009. We have a 37.5% working  interest  (28.125% net revenue  interest) in each
well and expect that our costs of drilling  and  completing  these wells will be
approximately $570,000.

      We plan to file an application to become an oil and gas operator in
Colorado.

      In November 2008, we participated in an auction of leases conducted by the
State of Colorado. We were awarded leases to 1,600 acres for total consideration
of $113,600. The leases have terms of ten years. In November 2008, we purchased
a lease covering 2,560 acres for cash of approximately $51,000. The lease has a
term of five years.

Exploration Stage Company. 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. We expect to incur losses until such time, if ever, we begin generating
revenue from operations.

Going Concern. The report of our independent registered public accounting firm
on our audited financial statements as of August 31, 2008 contained an
explanatory paragraph expressing significant uncertainty about our ability to
continue as a going concern. The factors that contribute to this uncertainty
include our status as an exploration stage company, our need to raise
significant additional capital to fund our business plan, and the operating
losses that we have incurred since inception.

Liquidity and Capital Resources

      Our business will be capital intensive. Our primary cash needs will be to
fund operating expenses and capital expenditures related to the acquisition,
exploration and development of crude oil and natural gas properties. Our ability
to execute our plan is dependent upon a number of factors, including the amount
of capital that is raised in the coming months.

      We plan to obtain more funding in the next 12 months to continue our
operations.

      We do not currently have access to a working capital line of credit, but
may try to obtain one in the future. During the last several months, the credit
markets have undergone significant volatility. Many financial institutions have
liquidity concerns, prompting government intervention to mitigate pressure on
the credit markets. These disruptions may affect our ability to obtain capital
resources and to finance our operations. Due to the uncertainty in the credit
markets, we are unable to predict if we will be able to obtain financing on
terms and conditions that are acceptable to us.

      The most significant of our future expenditures include (i) approximately
$2,700,000 for exploration and development; (ii) approximately $125,000 per
month for operating expenses, including salaries and other corporate overhead;
and (iii) approximately $30,000 per month under a consulting agreement for
capital formation services.

     All of our capital resources to date have been provided exclusively through
the sale of equity  securities.  From  inception  through  November 30, 2008, we

                                       15
<PAGE>

received  $2,597,899  in cash from the sale of our common  stock.  Subsequent to
November 30, 2008, we purchased 1,000,000 shares of our common stock from one of
our original  shareholders for a cash payment of $1,000, the same price at which
the shares were originally sold to the shareholder.

      Cash and cash equivalents. As of November 30, 2008, we had cash and cash
equivalents on hand of $1,716,586. From time to time, our cash balances may
exceed the limits of federal deposit insurance. We attempt to limit this risk by
maintaining our cash deposits in a financial institution which we believe to be
financially strong.

     Working  capital.  As of  November  30,  2008  we had  working  capital  of
$1,578,276.  Our working capital declined from our working capital of $2,266,427
as of  August  31,  2008 as a  result  of cash  used in our  operations  and the
acquisition of oil and gas leases.

      Operating activities. Net cash used in operating activities during the
three months ended November 30, 2008 was $209,222. Cash was primarily used to
fund our operating expenses.

      Investing activities. During the three months ended November 30, 2008, we
spent $260,827 in investing activities, primarily consisting of expenditures for
the acquisition of oil and gas leases.

      Financing activities. Cash used by financing activities during the three
months ended November 30, 2008 was $105,706, consisting of proceeds from the
sale of common stock of $52,294 offset by the payment of deferred offering costs
aggregating $158,000.

      Off Balance Sheet Financing. As of and subsequent to November 30, 2008, we
did not have any arrangements that are considered to be off-balance sheet
financing.

     It is  expected  that the  principal  source  of cash flow will be from the
production  and sale of crude oil and natural gas reserves  which are  depleting
assets.  Cash  flow  from the sale of oil and gas  production  depends  upon the
quantity of production and the price obtained for the production. An increase in
prices will permit us to finance  operations to a greater extent with internally
generated  funds,  may allow us to obtain  equity  financing  more  easily or on
better terms,  and lessens the difficulty of obtaining debt financing.  However,
price increases heighten the competition for oil and gas prospects, increase the
costs of exploration and development,  and, because of potential price declines,
increase the risks associated with the purchase of producing  properties  during
times that prices are at higher levels.

     A decline in oil and gas prices  (i) will  reduce the cash flow  internally
generated,  which in turn will reduce the funds  available for exploring for and
replacing oil and gas reserves,  (ii) will increase the  difficulty of obtaining
equity and debt  financing  and worsen the terms on which such  financing may be
obtained,  (iii)  will  reduce the  number of oil and gas  prospects  which have
reasonable  economic  terms,  (iv) may cause us to permit leases to expire based
upon the value of  potential  oil and gas  reserves  in relation to the costs of
exploration,  (v) may result in  marginally  productive  oil and gas wells being
abandoned as  non-commercial,  and (vi) may increase the difficulty of obtaining


                                       16
<PAGE>

financing.  However,  price  declines  reduce  the  competition  for oil and gas
properties and correspondingly reduce the prices paid for leases and prospects.

      It is our plan to generate profits by drilling productive oil or gas
wells. However, we will need to raise the funds required to drill new wells
through the sale of equity securities, from loans from third parties, or from
third parties willing to pay our share of drilling and well completion costs. We
do not have any commitments or arrangements from any person to provide us with
any additional capital. If additional financing is not available when needed, we
may need to cease operations. We may not be successful in raising the capital
needed to drill oil or gas wells. Any wells which may be drilled may not be
productive of oil or gas.

Results of Operations

Three Months Ended November 30, 2008

      We are in the early stages of implementing our business plan. For
financial reporting purposes, our inception date was December 28, 2007, the day
that Predecessor Synergy was incorporated in the State of Colorado.

     For the three months ended November 30, 2008, we recorded a net loss of
$(3,714,936), or $(0.34) per share. We did not report any sales of oil or gas
during the period.

     Operating  expenses  for the three  months  ended  November  30,  2008 were
$3,722,399.  The majority of our current  operating  expenses are related to the
implementation  of our business  plan.  Included in  operating  expenses for the
period is $3,424,755 of stock based compensation expense related to the issuance
of stock options. When stock options are issued, we calculate a non-cash expense
based upon an  estimated  fair value for the  options.  We estimate  fair values
using the Black-Scholes-Merton option-pricing model. The estimated fair value is
recorded  as an  expense  on a  pro-rata  basis  over  the  vesting  period.  In
connection with the merger, we agreed to issue options covering 4,000,000 shares
to replace similar options that had previously been issued. We estimate that the
fair value of the replacement options exceeded the fair value of the surrendered
options by  $10,185,345.  The  pro-rata  amount  allocated  to this  quarter was
$3,395,115 resulting in a significant reported expense.

      The factors that will most significantly affect our results of operations
will be (i) the sale prices of crude oil and natural gas, (ii) the amount of
production from oil or gas wells in which we have an interest, and (iii) and
lease operating expenses. Our revenues will also be significantly impacted by
our ability to maintain or increase oil or gas production through exploration
and development activities.

      Other than the foregoing, management does not know of any trends, events
or uncertainties that will have had or are reasonably expected to have a
material impact on sales, revenues or expenses.


                                       17
<PAGE>

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:

     o    The worldwide economic situation;
     o    Volatility in the price of oil and gas;
     o    Any change in interest rates or inflation;
     o    The   willingness   and  ability  of  third  parties  to  honor  their
          contractual commitments;
     o    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;
     o    Our capital costs, as they may be affected by delays or cost overruns;
     o    Our costs of production;
     o    Environmental and other  regulations,  as the same presently exist and
          may hereafter be amended;
     o    Our ability to identify, finance and integrate other acquisitions; and
     o    Volatility of our stock price.


                                       18
<PAGE>

      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 November 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 changes in our internal
control over financial reporting during the quarter ended November 30, 2008 that
materially affected, or are reasonably likely to materially affect, our internal
controls over financial reporting, as follows:

      The merger transaction between Brishlin Resources, Inc and Synergy
Resources Corporation resulted in the need to consolidate the two companies'
systems of internal control. As a result, we are reviewing our systems and
controls. We believe that we have taken the necessary steps for our controls
over financial reporting to be effective.

                                     PART II

Item 1.  Legal Proceedings.

            None.

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

     During the three months ended November 30, 2008, we issued 9,960,000 shares
of common  stock in exchange  for  9,960,000  shares of common  stock of Synergy
Resources  Corporation.  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. When issued,
each  certificate  representing  the shares  issued in the  transaction  will be
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. The persons that acquired these shares were all either  sophisticated
or accredited investors.

                                       19
<PAGE>

Item 3.  Default Upon Senior Securities.

        None.

Item 4.  Submission of Matters to a Vote of Securities Holders.

      A special meeting of our shareholders was held on September 8, 2008.

      At the special meeting the following proposals were ratified by the
shareholders:

          1.   A 10-for-1 reverse split of our common stock.

          2.   Changing   the  name  of  our   Company  to   Synergy   Resources
               Corporation.

      The following is a tabulation of votes cast with respect to these
proposals:

                                 Votes
                  -------------------------------------        Broker
   Proposal          For           Against       Abstain     Non-Votes
  ---------       --------         -------       -------     ---------

      1.         9,750,530           5,000           --            --
      2.         9,755,530              --           --            --


Item 5.  Other Information.

        None.

Item 6.  Exhibits

a.  Exhibits

  31.1    Certification  pursuant  to Section 302 of the  Sarbanes-Oxley  Act of
          2002 for Edward Holloway.

  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 Edward Holloway and Frank L. Jennings.






                                       20
<PAGE>

                                   SIGNATURES

      Pursuant to the requirements of the Securities and Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.



                                   SYNERGY RESOURCES CORPORATION

Date:  January 20, 2009
                                   By: /s/ Ed Holloway
                                       -----------------------------------
                                       Ed Holloway, President



Date:  January 19, 2009
                                   By: /s/ Frank L. Jennings
                                       -----------------------------------
                                       Frank L. Jennings, Principal Financial
                                         and Accounting Officer