UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2008

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

Commission file number 33-55254-39

BRISAM CORPORATION

(Exact name of small business issuer as specified in its charter)

Nevada	87-0485315
(State or other jurisdiction of incorporation or organization)	(IRS Employer Identification No.)

500 N. Rainbow Blvd.

Suite 300

Las Vegas, Nevada 89107

(Address of principal executive offices)

(702) 448-8150

(Issuer’s telephone number)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 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 the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ¨ Accelerated filer ¨

Non-accelerated filer ¨ (Do not check if a smaller reporting company) Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes x No ¨

The number of shares of Common Stock, $0.001 par value, outstanding on April 1, 2009, was 65,118,246 shares; however, 35,000,000 of these shares are on administrative hold and in dispute.

PART 1 – FINANCIAL INFORMATION

Item 1. Financial Statements

BRISAM CORPORATION (formerly Skynet Telematics, Inc.)
Condensed Consolidated Balance Sheets

	September 30,			December 31,
	2008			2007
	(Unaudited)			(Audited)
Assets				(Restated)

Current assets:
Prepaid expenses	$	-		$	205
Total current assets		-			205

Total assets	$	-		$	205

Liabilities and Stockholders’ Equity

Current liabilities:
Accounts payable	$	18,614		$	-
Accrued liabilities		-			3,500
Accrued interest – related party		5,625			1,308
Note payable – related party		114,200			39,500
Total current liabilities		138,439			44,308

Stockholders’ equity
Preferred stock, $0.001 par value, 20,000,000 shares
authorized, 1,000,000 and no shares issued and outstanding as of September 30, 2008 and
December 31, 2007, respectively		1,000			-
Common stock, $0.001 par value, 500,000,000 shares
authorized, 65,118,246 and 28,507,556 shares issued
and outstanding as of September 30, 2008 and
December 31, 2007, respectively		65,118			28,508
Common stock authorized and unissued, zero and 60,690 as of September 30, 2008 and December 31, 2007, respectively		-			61
Additional paid in capital		19,543,930			19,543,930
Accumulated (deficit)		(19,748,487	)		(19,616,602	)
Total stockholders’ equity		(138,439	)		(44,103	)

Total liabilities and stockholders’ equity	$	-		$	205

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

BRISAM CORPORATION (formerly Skynet Telematics, Inc.)
Condensed Consolidated Statements of Operations
(Unaudited)

	For the Three Months Ended						For the Nine Months Ended
	September 30,						September 30,
	2008			2007			2008			2007


Revenue	$	-		$	-		$	-		$	-

Expenses:
General and administrative expenses		1,849			525			7,019			3,160
Consulting fees		-			350			36,000			8,350
Professional fees		31,500			-			84,550			18,894
Total expenses		33,349			875			127,569			30,404

Net operating (loss)		(33,349	)		(875	)		(127,569	)		(30,404	)

Other income (expense):
Interest expense - related party		(2,074	)		-			(4,317	)		-
Total other income (expense)		(2,074	)		-			(4,317	)		-

Net (loss)	$	(35,423	)	$	(875	)	$	(131,886	)	$	(30,404	)

Weighted average number of common shares
outstanding - basic		65,118,246			2,024,693			56,799,565			3,009,026

Net (loss) per common share	$	(0.00	)	$	(0.00	)	$	(0.00	)	$	(0.01	)

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

BRISAM CORPORATION (formerly Skynet Telematics, Inc.)
Condensed Consolidated Statements of Cash Flows
(Unaudited)

	For the Nine Months Ended
	September 30,
	2008			2007
Operating activities
Net income (loss)	$	(131,886	)	$	(30,404	)
Shares issued for services		37,550			350
Adjustments to reconcile net income (loss) to
Net cash used by operating activities:
Prepaid expenses		205			(534	)
Accounts payable		18,614			-
Accrued liabilities		(3,500	)		525
Accrued interest – related party		4,317			(1,106	)
Net cash used by operating activities		(74,700	)		(31,169	)

Investing activities
Net cash used by investing activities		-			-

Financing activities
Proceeds from notes payable – related party		111,200			22,500
Payments on notes payable – related party		(36,500	)		-
Net cash provided by financing activities		74,700			22,500

Net increase in cash		-			(8,669	)
Cash – beginning		-			8,669
Cash – ending	$	-		$	-

Supplemental disclosure
Interest paid	$	-		$	-
Income taxes paid	$	-		$	-

Shares issued for services	$	37,550		$	350

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

BRISAM CORPORATION

(formerly Skynet Telematics, Inc.)

NOTES TO UNAUDITED CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

Note 1 – Basis of presentation

The condensed consolidated interim financial statements included herein, presented in accordance with United States generally accepted accounting principles and stated in US dollars, have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission. Certain information and footnote disclosures normally included in financial statements prepared in accordance with generally accepted accounting principles have been condensed or omitted pursuant to such rules and regulations, although the Company believes that the disclosures are adequate to make the information presented not misleading.

These statements reflect all adjustments, consisting of normal recurring adjustments, which, in the opinion of management, are necessary for fair presentation of the information contained therein. It is suggested that these consolidated interim financial statements be read in conjunction with the financial statements of the Company for the year ended December 31, 2007 and notes thereto. The Company follows the same accounting policies in the preparation of interim reports.

Results of operations for the interim periods are not indicative of annual results.

Reclassifications

Certain reclassifications have been made to the prior years’ financial statements to conform to the current year presentation. These reclassifications had no effect on previously reported results of operations or retained earnings.

Note 2 – Going concern

The accompanying financial statements have been prepared on a going concern basis, which contemplates the realization of assets and the satisfaction of liabilities in the normal course of business. The Company has incurred net losses of approximately $19,748,487 through September 30, 2008.

These conditions give rise to doubt about the Company’s ability to continue as a going concern. These financial statements do not include adjustments relating to the recoverability and classification of reported asset amounts or the amount and classification of liabilities that might be necessary should the Company be unable to continue as a going concern. The Company’s continuation as a going concern is dependent upon its ability to obtain additional financing or sale of its common stock as may be required and ultimately to attain profitability.

Note 3 – Related party transactions

As of September 30, 2008, our sole officer and director, Mr. Kitts, advanced $114,200 for operating expenses. We have recorded a note payable to Mr. Kitts in the amount of $114,200. The note bears interest at a rate of 8% per annum and is due on demand. As of September 30, 2008, we have accrued interest in the amount of $5,625.

Note 4 – Commitments

On October 2, 2007, the Company entered into a Business Development and Consulting Agreement with Reber America, Inc. a Canadian corporation whereby the Company has agreed to provide marketing and development services in exchange for a monthly fee of $20,000. Further the Company agreed to defer all payments until such time Reber has obtained sufficient working capital resources. Pursuant to the guidance of FASB Concept Statement No. 5, due to the uncertainty of collectability we will report payment of these services on a cash basis.

On February 14, 2008, the Company formed Brisam Energy, Inc., a wholly owned subsidiary and entered into an agreement with Trillium Energy Group Ltd. (formerly Trillium Management Ltd.) a Canadian Corporation specializing in providing capital globally to companies focused in the natural resource sector.

Note 5 – Stockholders’ equity

We are authorized to issue 20,000,000 shares of $0.001 par value preferred stock and 500,000,000 shares of $0.001 par value common stock.

On December 17, 2007, the Company authorized the issuance of 60,690 shares of common stock for consulting services valued at $930. The shares were issued on April 17, 2008.

On January 21, 2008, we authorized the issuance of 1,550,000 shares of our restricted common stock for legal, accounting and consulting services valued at $1,550. The shares were issued on April 17, 2008.

On May 6, 2008, the former officer and director of the Company had 35,000,000 shares of the Company’s common stock issued to himself for purported services valued at $35,000. These shares have been placed on administrative hold with the Company’s transfer agent and are in dispute. However, as of the date hereof neither party has initiated a legal action regarding this issue.

On May 15, 2008, the Company issued 1,000,000 shares of its class A preferred stock to its sole officer and director for services.

Note 6 – Subsequent Events

Effective April 6, 2009, the Company amended its Articles of Incorporation to (i) change its corporate name to “Eleven Holdings Corporation”, and (ii) reverse its outstanding shares of common stock on a 1-for-200 basis. As a result of the reverse stock split, no fractional shares were issued and any fractional shares that would have resulted were rounded up to the next whole share. Further, (i) any stockholder that held 200 or less shares continued to hold the same number of shares as of the effective date and (ii) any stockholder that held more than 200 shares continued to hold at least 200 shares following the reverse stock split.

FORWARD-LOOKING STATEMENTS

This document contains “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. All statements other than statements of historical fact are “forward-looking statements” for purposes of federal and state securities laws, including, but not limited to, any projections of earnings, revenue or other financial items; any statements of the plans, strategies and objections of management for future operations; any statements concerning proposed new services or developments; any statements regarding future economic conditions or performance; any statements or belief; and any statements of assumptions underlying any of the foregoing.

Forward-looking statements may include the words “may,” “could,” “estimate,” “intend,” “continue,” “believe,” “expect” or “anticipate” or other similar words. These forward-looking statements present our estimates and assumptions only as of the date of this report. Accordingly, readers are cautioned not to place undue reliance on forward-looking statements, which speak only as of the dates on which they are made. We do not undertake to update forward-looking statements to reflect the impact of circumstances or events that arise after the dates they are made. You should, however, consult further disclosures we make in future filings of our Annual Report on Form 10-K, Quarterly Reports on Form 10-Q and Current Reports on Form 8-K.

Although we believe that the expectations reflected in any of our forward-looking statements are reasonable, actual results could differ materially from those projected or assumed in any of our forward-looking statements. Our future financial condition and results of operations, as well as any forward-looking statements, are subject to change and inherent risks and uncertainties. The factors impacting these risks and uncertainties include, but are not limited to:

·	inability to raise additional financing for working capital;

·	inability to locate potential mergers and acquisitions and integrate acquired companies into our organization;

·	deterioration in general or regional economic, market and political conditions;

·	the fact that our accounting policies and methods are fundamental to how we report our financial condition and results of operations, and they may require management to make estimates about matters that are inherently uncertain;

·	adverse state or federal legislation or regulation that increases the costs of compliance, or adverse findings by a regulator with respect to existing operations;

·	changes in U.S. GAAP or in the legal, regulatory and legislative environments in the markets in which we operate;

·	inability to efficiently manage our operations;

·	inability to achieve future operating results;

·	our ability to recruit and hire key employees;

·	the inability of management to effectively implement our strategies and business plans; and

·	the other risks and uncertainties detailed in this report.

For a detailed description of these and other factors that could cause actual results to differ materially from those expressed in any forward-looking statement, please see “Risk Factors” in this document and in our Annual Report on Form 10-K for the year ended December 31, 2007.

Item 2. Management’s Discussion and Analysis

Overview of Current Operations

Brisam Corporation (“Brisam” or the “Company”) was incorporated under the laws of Nevada on March 14, 1990 under the name Peripheral Connections, Inc. In 1998, the name was changed to Skynet Telematics, Inc., then to Skynet Telematics.com, Inc. in 2000 and again back to Skynet Telematics, Inc. in 2002. Finally, in July of 2007 the name was changed to Brisam Corporation.

The original business plan of the Company, during the period it was known as Skynet, was the development, marketing, and distribution of integrated modular automotive telematic systems and providing monitoring services to users of those products. Automotive telematic systems combine the technologies for mobile phones (GSM), global positioning satellite systems (GPS) and the Internet to enable customers to identify the exact location and status information about vehicles, to receive certain theft protection, personal security measures, e-mail, Internet access and concierge services through a monitoring station, and to receive a variety of information through communication with the monitoring station.

Skynet’s original business plan was not financially successful through the period ended September 30, 2007 and the Company was assessing various options and new business strategies. The analysis of new businesses opportunities and evaluating new business strategies will be undertaken by or under the supervision of the Company’s President. In analyzing prospective business opportunities, management will consider, to the extent applicable, the available technical, financial and managerial resources of any given business venture. Management will also consider the nature of present and expected competition; potential advances in research and development or exploration; the potential for growth and expansion; the likelihood of sustaining a profit within given time frames; the perceived public recognition or acceptance of products, services, trade or service marks; name identification; and other relevant factors. The Company anticipates that the results of operations of a specific business venture may not necessarily be indicative of the potential for future earnings, which may be impacted by a change in marketing strategies, business expansion, modifying product emphasis, changing or substantially augmenting management, and other factors.

The Company will analyze all relevant factors and make a determination based on a composite of available information, without reliance on any single factor. The period within which the Company will decide to participate in a given business venture cannot be predicted and will depend on certain factors, including the time involved in identifying businesses, the time required for the Company to complete its analysis of such businesses, the time required to prepare appropriate documentation and other circumstances.

The Company has not achieved profitability to date, and the Company anticipates that it will continue to incur net losses for the foreseeable future. As of September 30, 2008, the Company had an accumulated deficit of $19,748,487. There can be no assurances that the Company can achieve or sustain profitability or that the Company’s operating losses will not increase in the future.

On October 1, 2007, Mr. Kitts was appointed as the Company’s sole officer and director. As his first endeavor, Mr. Kitts located a private company in need of business development consulting to enhance its products and services. On October 2, 2007, the Company entered into a business development agreement with Reber America, Inc., whereby the Company, primarily through Mr. Kitts, provides business development consulting services for Reber in exchange for compensation of $20,000 per month, which was to be paid by Reber once it had sufficient funds. This agreement was terminated effective as of July 1, 2008. As a result of Reber’s inability to pay until it had adequate working capital resources, we did not record any receivables related to the Reber agreement through the termination date of the agreement. When, and if, we receive funds from Reber, we will record these funds as revenues when they are actually received.

In addition to the agreement described above, subsequent to the year ended December 31, 2007, the Company located a potential strategic partner for locating and participating in natural resource opportunities in Canada. To pursue this opportunity the Company formed Brisam Energy, Inc. as a wholly owned subsidiary and on February 14, 2008 Brisam Energy entered into a letter agreement with Trillium Energy Group Ltd. (formerly Trillium Management Ltd.), whereby Trillium will locate certain opportunities for review by Brisam Energy and Brisam Energy will use its best efforts to fund Trillium with up to $5 million to be used for funding and development opportunities. In August of 2008, Trillium located one opportunity to partner on the drilling of a test oil well in Canada. However, in October of 2008, Brisam Energy terminated the agreement with Trillium and is currently seeking additional opportunities in the energy and natural resource industry.

Results of Operations

During the three and nine months ended September 30, 2008 and 2007, the Company did not generate any revenues while it was in search of opportunities to expand or enhance its business operations. On October 2, 2007, the Company entered into an agreement with Reber America, Inc. to provide business development consulting services for $20,000 per month, which was to be paid by Reber once it had sufficient funds. As a result of Reber’s inability to pay until it had adequate working capital resources, we did not record any receivables related to the Reber agreement through September 30, 2008. When, and if, we receive funds from Reber, we will record these funds as revenues when they are actually received. The Company intends on pursuing similar types of consulting agreements along with entering the natural resource and energy industry through its wholly owned subsidiary, Brisam Energy, Inc.

During the three and nine months ended September 30, 2008, the Company had a net loss of $35,423 and $131,886, respectively, as compared to a net loss of $875 and $30,404 for the same periods in 2007. The expenses for the quarter ended September 30, 2008 represented general and administrative expenses, consulting fees and the payment of professional fees.

Satisfaction of our cash obligations for the next 12 months.

The Company relies solely on the cash advances from its sole office and does not currently have sufficient operating capital to sustain itself for the next twelve months. Management has agreed to keep the Company funded at its own expense. The Company’s need for capital may change dramatically if it moves forward in developing a new business strategy or it acquires an interest in a business opportunity. In the event the Company requires additional funds, the Company will have to seek loans or equity placements to cover such cash needs. There is no assurance additional capital will be available to the Company on acceptable terms.

Going Concern

The condensed financial statements included in this filing have been prepared in conformity with generally accepted accounting principles that contemplate the continuance of the Company as a going concern. The Company’s cash position may be inadequate to pay all of the costs associated with its intended business plan. Management intends to use borrowings and security sales to mitigate the effects of its cash position, however no assurance can be given that debt or equity financing, if and when required, will be available. The financial statements do not include any adjustments relating to the recoverability and classification of recorded assets and classification of liabilities that might be necessary should the Company be unable to continue existence.

Summary of any product research and development that we will perform for the term of our plan of operation.

We do not anticipate performing any additional significant product research and development under our current plan of operation.

Expected purchase or sale of plant and significant equipment.

We do not anticipate the purchase or sale of any plant or significant equipment; as such items are not required by us at this time.

Significant changes in the number of employees.

As of September 30, 2008, we did not have any employees. We are dependent upon Brian Kitts, our sole officer and a director for our future business development. As our operations expand we anticipate the need to hire additional employees, consultants and professionals; however, the exact number is not quantifiable at this time.

LIQUIDITY AND CAPITAL RESOURCES

A critical component of our operating plan impacting our continued existence is the ability to obtain additional capital through additional equity and/or debt financing. We do not anticipate generating sufficient positive internal operating cash flow until such time as we can deliver our product to market, complete additional financial service company acquisitions and generate substantial revenues, which may take the next few years to fully realize. In the event we cannot obtain the necessary capital to pursue our strategic plan, we may have to cease or significantly curtail our operations. This would materially impact our ability to continue operations.

The Company has limited financial resources available, which has had an adverse impact on the Company’s liquidity, activities and operations. These limitations have adversely affected the Company’s ability to obtain certain projects and pursue additional business. Without realization of additional capital, it would be unlikely for the Company to continue as a going concern. In order for the Company to remain a Going Concern it will need to find additional capital. Additional working capital may be sought through additional debt or equity private placements, additional notes payable to banks or related parties (officers, directors or stockholders), or from other available funding sources at market rates of interest, or a combination of these. The ability to raise necessary financing will depend on many factors, including the nature and prospects of any business to be acquired and the economic and market conditions prevailing at the time financing is sought. No assurances can be given that any necessary financing can be obtained on terms favorable to the Company, or at all.

As a result of the Company’s current limited available cash, no officer or director received compensation through the quarter ended September 30, 2008. The Company has no employment agreements in place with its officers.

Off-Balance Sheet Arrangements

We do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, changes in financial condition, revenues or expenses, results or operations, liquidity, capital expenditures or capital resources that is material to investors.

New Accounting Standards

In December 2007, the FASB issued SFAS No. 160, “Non-controlling Interests in Consolidated Financial Statements”. This statement amends ARB 51 to establish accounting and reporting standards for the non-controlling (minority) interest in a subsidiary and for the de-consolidation of a subsidiary. It clarifies that a non-controlling interest in a subsidiary is equity in the consolidated financial statements. SFAS No. 160 is effective for fiscal years and interim periods beginning after December 15, 2008. The adoption of SFAS 160 is not expected to have a material impact on the Company’s financial position, results of operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 159, “The Fair Value Option for Financial Assets and Financial Liabilities” (“SFAS No. 159”). SFAS No. 159 allows the company to choose to measure many financial assets and financial liabilities at fair value. Unrealized gains and losses on items for which the fair value option has been elected are reported in earnings. The adoption of SFAS 159 has not had a material impact on our financial position, results of operation or cash flows.

As of January 1, 2008 we adopted SFAS No. 157, “Fair Value Measurements” (“SFAS No. 157”). SFAS No. 157 defines fair value and provides guidance for measuring and disclosing fair value. The adoption of SFAS 157 has not had a material impact on our financial position, results of operation or cash flows.

In March of 2008, the FASB issued SFAS No. 161 (“FAS 161”), “Disclosures about Derivative Instruments and Hedging Activities” FAS 161 is intended to improve financial reporting about derivative instruments and hedging activities by requiring enhanced disclosures to enable investors to better understand their effects on the entity’s financial position, financial performance, and cash flows. The provisions of FAS 161 are effective for fiscal years and interim periods beginning after November 15, 2008. We are currently evaluating the impact of the provisions of FAS 161.

In May of 2008, the FASB issued SFAS No. 162 (“FAS 162”), “The Hierarchy of Generally Accepted Accounting Principles”. FAS 162 sets forth the level of authority to a given accounting pronouncement or document by category. Where there might be conflicting guidance between two categories, the more authoritative category will prevail. FAS 162 will become effective 60 days after the SEC approves the PCAOB’s amendments to AU Section 411 of the AICPA Professional Standards. FAS 162 has no effect on our financial position, statements of operations, or cash flows at this time.

In June 2008, the FASB issued FASB Staff Position EITF 03-6-1, Determining Whether Instruments Granted in Share-Based Payment Transactions Are Participating Securities, (“FSP EITF 03-6-1”). FSP EITF 03-6-1 addresses whether instruments granted in share-based payment transactions are participating securities prior to vesting, and therefore need to be included in the computation of earnings per share under the two-class method as described in FASB Statement of Financial Accounting Standards No. 128, “Earnings per Share.” FSP EITF 03-6-1 is effective for financial statements issued for fiscal years beginning on or after December 15, 2008 and earlier adoption is prohibited. We are not required to adopt FSP EITF 03-6-1; neither do we believe that FSP EITF 03-6-1 would have material effect on our consolidated financial position and results of operations if adopted.

Item 3. Quantitative and Qualitative Disclosures about Market Risk.

Not applicable.

Item 4T. Controls and Procedures.

We maintain disclosure controls and procedures designed to ensure that information required to be disclosed in reports filed under the Securities Exchange Act of 1934, as amended, is recorded, processed, summarized and reported within the specified time periods.

As of the end of the period covered by this report, Brian Kitts, our President and Principal Financial Officer, evaluated the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15. Based upon his evaluation, Mr. Kitts concluded that our disclosure controls and procedures were not effective in timely alerting him to material information required to be included in our periodic SEC reports. We were unable to meet our requirements to timely file our Exchange Act reports for the quarter ended September 30, 2008 and we were unable to accurately account for a consulting agreement and the receivables due thereunder, which required us to restate our financial statements for the year ended December 31, 2007 and the first two quarters of 2008. Management evaluated the impact of our inability to timely file our reports and accurately account for our accounts receivable due under the consulting agreement on our assessment of our disclosure controls and procedures and has concluded that the control deficiency that resulted in the inability to timely make these filings and account for our accounts receivable represented material weaknesses.

There were no changes in our internal control over financial reporting that occurred during our most recent fiscal quarter that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.

PART II--OTHER INFORMATION

Item 1. Legal Proceedings.

From time to time, we may become involved in various lawsuits and legal proceedings, which arise in the ordinary course of business. However, litigation is subject to inherent uncertainties, and an adverse result in these or other matters may arise from time to time that may harm our business.

On May 6, 2008, Ira Lyons, our previous sole officer and director, issued 35,000,000 shares of common stock to himself. Prior to the issuance, Mr. Lyons had been removed as a director of the Company by a super majority vote of our stockholders. Therefore, Mr. Lyons did not have the authority to issue the 35,000,000 shares of common stock. We have placed an administrative hold on the shares of common stock and have instructed our transfer agent to place a stop transfer order on the shares of common stock. Our new sole officer and director, Brian Kitts, is currently in discussions with Mr. Lyons for the return of the shares of common stock for cancellation. However, if Mr. Lyons does not return the shares, we may be forced to initiate legal action against Mr. Lyons for the return of the shares, along with any other remedies allowable by law.

Other than the potential legal action with Mr. Lyons, we are not presently a party to any material litigation, nor to the knowledge of management is any litigation threatened against us, which may materially affect us.

Item 1A. Risk Factors.

Risks Relating To Our Business and Marketplace

An evaluation of us is extremely difficult. At this stage of our business operations, even with our good faith efforts, potential investors have a high probability of losing their investment.

There is nothing at this time on which to base an assumption that our business operations will prove to be successful or that we will ever be able to operate profitably. Our future operating results will depend on many factors, including our ability to raise adequate working capital, demand and acceptance of our business plan, the level of our competition and our ability to attract and maintain key management and employees.

While Management believes its estimates of projected occurrences and events are within the timetable of its business plan, there can be no guarantees or assurances that the results anticipated will occur.

Our auditor’s report reflects the fact that without realization of additional capital, it would be unlikely for us to continue as a going concern. If we are unable to continue as a going concern, it is likely that we will not be able to continue in business.

As a result of our deficiency in working capital and other factors, our auditors have included a paragraph in their report regarding substantial doubt about our ability to continue as a going concern. Our plans in this regard are to seek additional funding through future equity private placements or debt facilities.

We may not be able to retain our key personnel or hire the personnel we need to sustain and grow our business.

Our performance is highly dependent upon our ability to attract, retain, and motivate highly skilled, talented employees. These professionals are regularly recruited by other firms and may choose to change firms. Given our relatively small size compared to some of our anticipated competitors, the performance of our business may be more adversely affected than our competitors would be if we lose well-performing employees and are unable to attract new ones.

Risks Relating To Our Common Stock

Because our common stock is deemed a low-priced “Penny” stock, an investment in our common stock should be considered high risk and subject to marketability restrictions.

Since our common stock is a penny stock, as defined in Rule 3a51-1 under the Securities Exchange Act, it will be more difficult for investors to liquidate their investment even if and when a market develops for the common stock. Until the trading price of the common stock rises above $5.00 per share, if ever, trading in the common stock is subject to the penny stock rules of the Securities Exchange Act specified in rules 15g-1 through 15g-10. Those rules require broker-dealers, before effecting transactions in any penny stock, to:

Deliver to the customer, and obtain a written receipt for, a disclosure document;

Disclose certain price information about the stock;

Disclose the amount of compensation received by the broker-dealer or any associated person of the broker-dealer;

Send monthly statements to customers with market and price information about the penny stock; and

In some circumstances, approve the purchaser’s account under certain standards and deliver written statements to the customer with information specified in the rules.

Consequently, the penny stock rules may restrict the ability or willingness of broker-dealers to sell the common stock and may affect the ability of holders to sell their common stock in the secondary market and the price at which such holders can sell any such securities. These additional procedures could also limit our ability to raise additional capital in the future.

We have the ability to issue additional shares of our common stock and shares of preferred stock without asking for stockholder approval, which could cause your investment to be diluted.

Our Articles of Incorporation authorizes the Board of Directors to issue up to 500,000,000 shares of common stock and 20,000,000 shares of preferred stock. The power of the Board of Directors to issue shares of common stock, preferred stock or warrants or options to purchase shares of common stock or preferred stock is generally not subject to stockholder approval. Accordingly, any additional issuance of our common stock, or preferred stock that may be convertible into common stock, may have the effect of diluting one’s investment.

By issuing preferred stock, we may be able to delay, defer or prevent a change of control.

Our board of directors is authorized to issue, without approval from our stockholders, a total of 20,000,000 shares of preferred stock. In May 2008, our board of directors issued 1,000,000 shares of Class A preferred stock that have super voting and conversion rights. Our Board of Directors can determine the rights, preferences, privileges and restrictions granted to, or imposed upon, the shares of preferred stock and to fix the number of shares constituting any series and the designation of such series. It is possible that our Board of Directors, in determining the rights, preferences and privileges to be granted when the preferred stock is issued, may include provisions that have the effect of delaying, deferring or preventing a change in control, discouraging bids for our common stock at a premium over the market price, or that adversely affect the market price of and the voting and other rights of the holders of our common stock.

FINRA sales practice requirements may also limit a stockholder’s ability to buy and sell our stock.

In addition to the “penny stock” rules described above, FINRA has adopted rules that require that in recommending an investment to a customer, a broker-dealer must have reasonable grounds for believing that the investment is suitable for that customer. Prior to recommending speculative low priced securities to their non-institutional customers, broker-dealers must make reasonable efforts to obtain information about the customer’s financial status, tax status, investment objectives and other information. Under interpretations of these rules, the FINRA believes that there is a high probability that speculative low priced securities will not be suitable for at least some customers. The FINRA requirements make it more difficult for broker-dealers to recommend that their customers buy our common stock, which may limit your ability to buy and sell our stock and have an adverse effect on the market for our shares.

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

We did not issue or sell any unregistered equity securities during the quarter ended September 30, 2008.

Issuer Purchases of Equity Securities

We did not repurchase any of our equity securities during the quarter ended September 30, 2008.

Item 3. Defaults Upon Senior Securities.

None.

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

We did not submit any matters to a vote of our security holders during the third quarter of 2008.

Item 5. Other Information.

Item 6. Exhibits.

			Incorporated by reference
Exhibit	Exhibit Description	Filed herewith	Form	Period ending	Exhibit	Filing date
3.1(i)(a)	Amended and Restated Articles of Incorporation as currently in effect		10-K	12/31/07	3(i)(a)	09/08/08
3.1(i)(b)	Brisam Energy, Inc. Articles of Incorporation		8-K		3.1(i)	03/06/08
3(ii)	Bylaws as currently in effect		10-KSB	12/31/96	3(ii)	03/17/97
4.1	Certification of Designation of Preferences, Rights and Limitations of Class A Preferred Stock		8-K		4.1	05/22/08
10.1	Reber America Business Development and Consulting Agreement dated October 2, 2007		10-QSB	06/30/07	10.1	07/14/08
10.2	Trillium Letter Agreement dated February 14, 2008		8-K		10.7	03/06/08
31.1	Certification of Brian Kitts, President and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X
31.2	Certification of Brian Kitts, President and Principal Financial Officer, pursuant to Section 302 of the Sarbanes-Oxley Act	X

SIGNATURES

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

BRISAM CORPORATION

(Registrant)

By: /s/ Brian Kitts

Brian Kitts, President

(On behalf of the Registrant and as Principal Financial

Officer)

Date: April 29, 2009

BRISAM CORP 10-Q