FORM 10-K

                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
                                   (Mark One)
    (  )  ANNUAL REPORT PURSUANT TO  SECTION  13 OR 15(d)  OF THE  SECURITIES
          EXCHANGE ACT OF 1934

                   For the fiscal year ended August 31, 2008.

                                       OR

    (X)   TRANSITION  REPORT  PURSUANT TO SECTION 13 OR 15(d) OF THE  SECURITIES
          EXCHANGE ACT OF 1934

For the transition period from January 1 to August 31, 2008.

Commission file number:  None

                          SYNERGY RESOURCES CORPORATION
                    -------- ------------------------------
             (Exact name of registrant 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, CO                        80651 
               --------------------------------        -----------
           (Address of principal executive offices)    (Zip Code)

Registrant's telephone number, including area code: (970) 737-1073
Securities registered pursuant to Section 12(b) of the Act: None
Securities registered pursuant to Section 12(g) of the Act: None

Indicate by check mark if the registrant is a well-known seasoned issuer, as
defined in Rule 405 of the Securities Act. [ ]

Indicate by check mark if the registrant is not required to file reports
pursuant to Section 13 or Section 15(d) of the Act. [ ]

Indicate by check mark whether the registrant (1) has filed all reports 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 if disclosure of delinquent filers pursuant to Item 405
of Regulation S-K is not contained herein, and will not be contained, to the
best of Registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [X]

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 Act):  [ ] Yes [X] No

The aggregate market value of the voting stock held by non-affiliates of the
registrant, based upon the closing sale price of the registrant's common stock
on February 29, 2008, as quoted on the OTC Bulletin Board, was approximately
$1,867,000.

As of January 23, 2009, the Registrant had 10,183,334 issued and outstanding
shares of common stock.

Documents Incorporated by Reference:   None



<PAGE>


                                     PART I

Cautionary Statement Concerning Forward-Looking Statements

      This report contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. These statements are
subject to risks and uncertainties and are based on the beliefs and assumptions
of management and information currently available to management. The use of
words such as "believes", "expects", "anticipates", "intends", "plans",
"estimates", "should", "likely" or similar expressions, indicates a
forward-looking statement.

      The identification in this report of factors that may affect future
performance and the accuracy of forward-looking statements is meant to be
illustrative and by no means exhaustive. All forward-looking statements should
be evaluated with the understanding of their inherent uncertainty.

      Factors that could cause actual results to differ materially from those
expressed or implied by forward-looking statements include, but are not limited
to:

     o    The success of our exploration and development efforts;
     o    The price of oil and gas;
     o    The worldwide economic situation;
     o    Any change in interest rates or inflation;
     o    The   willingness   and  ability  of  third  parties  to  honor  their
          contractual commitments;
     o    The  Company's  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    The Company's capital costs, as they may be affected by delays or cost
          overruns;
     o    The Company's costs of production;
     o    Environmental  and other  regulations,  as the same presently exist or
          may later be amended;
     o    The  Company's  ability to identify,  finance and integrate any future
          acquisitions; and
     o    The volatility of the Company's stock price.


ITEM 1.  BUSINESS

      The Company was incorporated in Colorado in May 2005 under the name Blue
Star Energy, Inc. In December 2007 the Company changed its name to Brishlin
Resources, Inc. Since its formation the Company has been relatively inactive.
The Company has never generated any revenue and prior to the acquisition of
Synergy Resources Corporation the Company's only material asset was one shut-in
oil well.

      On September 10, 2008 the Company acquired approximately 89% of the
outstanding shares of Synergy Resources Corporation in exchange for 8,882,500
shares of its common stock and 1,042,500 Series A warrants.


                                       2

<PAGE>

      In contemplation of the acquisition, the shareholders of the Company, at a
special meeting held on September 8, 2008, approved a 10-for-1 reverse split of
the Company's common stock and approved a resolution to change the Company's
name to Synergy Resources Corporation. As a result of the reverse stock split,
the Company had 1,038,000 outstanding shares of common stock at the time of the
acquisition of Synergy.

      The reverse stock split and name change became effective on the OTC
Bulletin Board on September 22, 2008.

      Each shareholder of the Company at the close of business on September 9,
2008 will receive one Series A warrant for each post-split share which they
owned in the Company on that date. However, the warrants will not be issued
until a registration statement covering the warrants, as well as the shares
issuable upon the exercise of the warrants, has been filed and declared
effective by the Securities and Exchange Commission.

      On December 19, 2008 the Company acquired the remaining shares of Synergy
for 1,077,500 shares of the Company's common stock. As part of this transaction,
the Company issued 1,017,500 Series A warrants in exchange for a like number of
Series A warrants held by the Synergy shareholders.

      Each Series A Warrant entitles the holder to purchase one share of the
Company's common stock at a price of $6.00 per share. The Series A Warrants
expire on the earlier of December 31, 2012 or twenty days following written
notification from the Company that its common stock had a closing bid price at
or above $7.00 for any ten of twenty consecutive trading days.

      Synergy Resources was incorporated in Colorado in December 2007. As of the
date of its acquisition by the Company, Synergy's only asset was approximately
$2.2 million in cash that it raised from private investors.

      Unless otherwise indicated all references to the Company include the
operations of Synergy.

      The Company plans to evaluate undeveloped oil and gas prospects and
participate in drilling activities on those prospects which, in the opinion of
management, are favorable for the production of oil or gas. If, through its
review, a geographical area indicates geological and economic potential, the
Company will attempt to acquire leases or other interests in the area. The
Company may then attempt to sell portions of its leasehold interests in a
prospect to third parties, thus sharing the risks and rewards of the exploration
and development of the prospect with the other owners. One or more wells may be
drilled on a prospect, and if the results indicate the presence of sufficient
oil and gas reserves, additional wells may be drilled on the prospect.


                                       3

<PAGE>

      The Company may also:

     o    acquire a working  interest in one or more  prospects  from others and
          participate with the other working interest owners in drilling, and if
          warranted, completing oil or gas wells on a prospect, or
     o    purchase producing oil or gas properties.

      The Company's activities will primarily be dependent upon available
financing.

      Title to properties which may be acquired by the Company will be subject
to royalty, overriding royalty, carried, net profits, working and other similar
interests and contractual arrangements customary in the oil and gas industry, to
liens for current taxes not yet due and to other encumbrances. As is customary
in the industry, in the case of undeveloped properties little investigation of
record title will be made at the time of acquisition (other than a preliminary
review of local records). However, drilling title opinions may be obtained
before commencement of drilling operations.

     The  Company's  two  officers,  Ed Holloway  and William  Scaff,  Jr.,  are
currently involved in oil and gas exploration and development.  Mr. Holloway and
Mr. Scaff, or their  affiliates,  may present the Company with  opportunities to
acquire leases or to participate in drilling oil or gas wells.

      Any transaction between the Company and Ed Holloway and William E. Scaff,
Jr., or any of their affiliates (collectively the "Holloway/Scaff parties") must
be approved by a majority of the Company's disinterested directors. In the event
the Holloway/Scaff parties are presented with or become aware of any potential
transaction which they believe would be of interest to the Company, they are
required to provide the Company with the right to participate in the
transaction. The Holloway/Scaff parties are required to disclose any interest
they have in the potential transaction as well as any interest they have in any
property which could benefit from the Company's participation in the
transaction, such as by the Company drilling an exploratory well on a lease
which is in proximity to leases in which the Holloway/Scaff parties have an
interest. Without the consent of the Company, the Holloway/Scaff parties may
participate up to 25% in a potential transaction on terms which are no different
than those offered to the Company.

      The Company has a letter agreement with Petroleum Management, LLC, and
Petroleum Exploration and Management, LLC, firms controlled by Ed Holloway and
William E. Scaff, Jr., which provides the Company with the option to acquire
working interests in oil and gas leases owned by these firms and covering lands
on the Denver-Julesburg ("D-J") basin in northeast Colorado. 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 option requires an initial payment of $100,000, which will be applied
against any leases acquired by the Company. As of January 23, 2009 this $100,000
had not yet been paid.


                                       4

<PAGE>

      Pursuant to the option agreement described above, the Company 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. The Company has been informed by KM that
they intend to complete the wells and commence production during the first
calendar quarter of 2009. The Company has a 37.5% working interest (28.125% net
revenue interest) in each well and expects that its costs of drilling and
completing these wells will be approximately $570,000.

      In November 2008, the Company participated in an auction of leases
conducted by the State of Colorado. The Company was awarded leases to 1,600
acres for total consideration of $113,600. The leases have terms of ten years.

      In November 2008, the Company purchased a lease covering 2,560 acres for
cash of approximately $51,000. The lease has a term of five years.

      During the year ended December 31, 2007, and the eight-month transition
period ended August 31, 2008, the Company did not drill or participate in the
drilling of any oil or gas wells.

      Since its inception in May 2005, the Company has not produced or sold any
oil or gas.

      The following table shows, as of January 23, 2009, by state, the Company's
producing wells, Developed Acreage, and Undeveloped Acreage, excluding service
(injection and disposal) wells:

             Productive Wells (1)  Developed Acreage   Undeveloped Acreage (1)
      State    Gross        Net    Gross         Net    Gross           Net
      -----    -----        ---    -----         ---    -----           ---

     Colorado    --          --       480 (2)    155    1,834          1,834
     Nebraska    --          --        --         --    2,560          2,560

(1)  "Undeveloped Acreage" includes leasehold interests on which wells have not
     been drilled or completed to the point that would permit the production of
     commercial quantities of natural gas and oil regardless of whether the
     leasehold interest is classified as containing proved undeveloped reserves.
(2)  Includes 160 acres associated with a shut-in gas well.

      The following table shows, as of January 23, 2009 the status of Company's
gross acreage.

      State                   Held by Production     Not Held by Production
      -----                   ------------------     ----------------------

      Colorado                         320                   1,994
      Nebraska                          --                   2,560

      Acres Held By Production remain in force so long as oil or gas is produced
from the well on the particular lease. Leased acres which are not Held By
Production require annual rental payments to maintain the lease until the first


                                       5

<PAGE>

to occur of the following: the expiration of the lease or the time oil or gas is
produced from one or more wells drilled on the lease acreage. At the time oil or
gas is produced from wells drilled on the leased acreage the lease is considered
to be Held By Production.

      The Company does not own any Overriding Royalty Interests.

      The Company plans to file an application to become an oil and gas operator
in Colorado.

GOVERNMENT REGULATION

      Various state and federal agencies regulate the production and sale of oil
and natural gas. All states in which the Company plans to operate impose
restrictions on the drilling, production, transportation and sale of oil and
natural gas.

      The Federal Energy Regulatory Commission (the "FERC") regulates the
interstate transportation and the sale in interstate commerce for resale of
natural gas. The FERC's jurisdiction over interstate natural gas sales has been
substantially modified by the Natural Gas Policy Act under which the FERC
continued to regulate the maximum selling prices of certain categories of gas
sold in "first sales" in interstate and intrastate commerce.

      FERC has pursued policy initiatives that have affected natural gas
marketing. Most notable are (1) the large-scale divestiture of interstate
pipeline-owned gas gathering facilities to affiliated or non-affiliated
companies; (2) further development of rules governing the relationship of the
pipelines with their marketing affiliates; (3) the publication of standards
relating to the use of electronic bulletin boards and electronic data exchange
by the pipelines to make available transportation information on a timely basis
and to enable transactions to occur on a purely electronic basis; (4) further
review of the role of the secondary market for released pipeline capacity and
its relationship to open access service in the primary market; and (5)
development of policy and promulgation of orders pertaining to its authorization
of market-based rates (rather than traditional cost-of-service based rates) for
transportation or transportation-related services upon the pipeline's
demonstration of lack of market control in the relevant service market. The
Company does not know what effect the FERC's other activities will have on the
access to markets, the fostering of competition and the cost of doing business.

      The Company's sales of oil and natural gas liquids will not be regulated
and will be at market prices. The price received from the sale of these products
will be affected by the cost of transporting the products to market. Much of
that transportation is through interstate common carrier pipelines.

      Federal, state, and local agencies have promulgated extensive rules and
regulations applicable to The Company's oil and natural gas exploration,
production and related operations. Most states require permits for drilling
operations, drilling bonds and the filing of reports concerning operations and
impose other requirements relating to the exploration of oil and natural gas.
Many states also have statutes or regulations addressing conservation matters
including provisions for the unitization or pooling of oil and natural gas
properties, the establishment of maximum rates of production from oil and


                                       6

<PAGE>

natural gas wells and the regulation of spacing, plugging and abandonment of
such wells. The statutes and regulations of some states limit the rate at which
oil and natural gas is produced from the Company's properties. The federal and
state regulatory burden on the oil and natural gas industry increases the
Company's cost of doing business and affects its profitability. Because these
rules and regulations are amended or reinterpreted frequently, the Company is
unable to predict the future cost or impact of complying with those laws.

COMPETITION AND MARKETING

      The Company will be faced with strong competition from many other
companies and individuals engaged in the oil and gas business, many are very
large, well established energy companies with substantial capabilities and
established earnings records. The Company may be at a competitive disadvantage
in acquiring oil and gas prospects since it must compete with these individuals
and companies, many of which have greater financial resources and larger
technical staffs. It is nearly impossible to estimate the number of competitors;
however, it is known that there are a large number of companies and individuals
in the oil and gas business.

      Exploration for and production of oil and gas are affected by the
availability of pipe, casing and other tubular goods and certain other oil field
equipment including drilling rigs and tools. The Company will depend upon
independent drilling contractors to furnish rigs, equipment and tools to drill
its wells. Higher prices for oil and gas may result in competition among
operators for drilling equipment, tubular goods and drilling crews which may
affect the Company's ability expeditiously to drill, complete, recomplete and
work-over wells.

      The market for oil and gas is dependent upon a number of factors beyond
the Company's control, which at times cannot be accurately predicted. These
factors include the proximity of wells to, and the capacity of, natural gas
pipelines, the extent of competitive domestic production and imports of oil and
gas, the availability of other sources of energy, fluctuations in seasonal
supply and demand, and governmental regulation. In addition, there is always the
possibility that new legislation may be enacted which would impose price
controls or additional excise taxes upon crude oil or natural gas, or both.
Oversupplies of natural gas can be expected to recur from time to time and may
result in the gas producing wells being shut-in. Imports of natural gas may
adversely affect the market for domestic natural gas.

      The market price for crude oil is significantly affected by policies
adopted by the member nations of Organization of Petroleum Exporting Countries
("OPEC"). Members of OPEC establish prices and production quotas among
themselves for petroleum products from time to time with the intent of
controlling the current global supply and consequently price levels. The Company
is unable to predict the effect, if any, that OPEC or other countries will have
on the amount of, or the prices received for, crude oil and natural gas.

      Gas prices, which were once effectively determined by government
regulations, are now largely influenced by competition. Competitors in this
market include producers, gas pipelines and their affiliated marketing
companies, independent marketers, and providers of alternate energy supplies,
such as residual fuel oil. Changes in government regulations relating to the


                                       7

<PAGE>

production, transportation and marketing of natural gas have also resulted in
significant changes in the historical marketing patterns of the industry.
Generally, these changes have resulted in the abandonment by many pipelines of
long-term contracts for the purchase of natural gas, the development by gas
producers of their own marketing programs to take advantage of new regulations
requiring pipelines to transport gas for regulated fees, and an increasing
tendency to rely on short-term contracts priced at spot market prices.

General
--------

      As of January 23, 2009 the Company's only employees were its two officers
and one landman.

      The Company's website is www.synergyresourcescorporation.com.


I
TEM 1A.  RISK FACTORS
          ------------

      Not applicable


ITEM 1B. UNRESOLVED STAFF COMMENTS
         -------------------------

      Not applicable


ITEM 2.   PROPERTIES
          ----------

      See Item 1 of this report for information concerning the Company's oil and
gas properties.

      The Company's offices are located at 20203 Highway 60, Platteville, CO
80651. The Platteville office telephone number is (970) 737-1073 and its fax
number is (970) 737-1045. The Company also maintains an office at 1200 17th
Street, Suite 570, Denver, CO 80202. The Company's telephone number at its
Denver office is (303) 623-3966 and its fax number is (303) 534-0151.

      The Platteville office and equipment yard is provided to the Company
pursuant to an Administrative Services Agreement with Petroleum Management, LLC,
a firm controlled by the Company's two officers. For more information, see Item
13 of this report.

      Energy Capital, a consultant to the Company, has agreed to pay the rent
and all expenses associated with the Denver office. For more information, see

Item 13 of this report.


ITEM 3.   LEGAL PROCEEDINGS
          -----------------

      None.



                                       8

<PAGE>


ITEM 4.   SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

      A special meeting of the Company's 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 the Company's common stock.

2. Changing the name of the 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.  MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED  STOCKHOLDER MATTERS 
         AND ISSUER PURCHASES OF EQUITY
         ----------------------------------------------------------------------

      On February 27, 2008, the Company's common stock began trading on the OTC
Bulletin Board under the symbol "BRSH." Prior to that date, there was no
established trading market for the Company's common stock. Between February 27,
2008 and September 22, 2008 less than 50,000 shares traded.

      On September 22, 2008 the 10-for-1 reverse stock split, approved by the
Company's shareholders on September 8, 2008, became effective on the OTC
Bulletin Board and the Company's trading symbol was changed to "SYRG."

      Shown below are the range of high and low closing prices for the Company's
common stock for the periods indicated as reported by the NASD. The market
quotations reflect inter-dealer prices, without retail mark-up, mark-down or
commissions and may not necessarily represent actual transactions. The market
quotations do not reflect the 10-for-1 reverse stock split referred to above.

      Month Ended              High         Low

      February 2008           $0.70       $0.35
      March 2008              $0.50       $0.20
      April 2008              $0.25       $0.20
      May 2008                $0.25       $0.15
      June 2008               $0.27       $0.25
      July 2008               $0.34       $0.28
      August 2008             $0.37       $0.30


                                       9

<PAGE>

     On January 23, 2009 the closing price  (post-split) of the Company's common
stock was $1.70 per share.

      As of January 23, 2009, the Company had 10,183,334 outstanding shares of
common stock and 125 shareholders.

      Holders of common stock are entitled to receive dividends as may be
declared by the Board of Directors. The Company's Board of Directors is not
restricted from paying any dividends but is not obligated to declare a dividend.
No dividends have ever been declared and it is not anticipated that dividends
will ever be paid.

       The Company's Articles of Incorporation authorize its Board of Directors
to issue up to 10,000,000 shares of preferred stock. The provisions in the
Articles of Incorporation relating to the preferred stock allow the Company's
directors to issue preferred stock with multiple votes per share and dividend
rights which would have priority over any dividends paid with respect to the
holders of the Company's common stock. The issuance of preferred stock with
these rights may make the removal of management difficult even if the removal
would be considered beneficial to shareholders generally, and will have the
effect of limiting shareholder participation in certain transactions such as
mergers or tender offers if these transactions are not favored by the Company's
management.

      During the eight months ended August 31, 2008 the Company did not purchase
any of its securities. During this same period no person affiliated with the
Company purchased any of the Company's securities on behalf of the Company.

Other Shares Which May Be Issued
--------------------------------

      The following table lists additional shares of the Company's common stock
which may be issued.

                                                          Number of      Note
                                                           Shares     Reference
                                                          ---------   ---------
   Shares sold in a private offering including shares
    issuable upon exercise of warrants. (92,667 Units)      370,668        A

   Series A Warrants to be issued to those persons 
    owning shares of the Company's common stock prior
    to the acquisition of Synergy.                        1,038,000        B

   Shares issuable upon exercise of Series A Warrants
      sold in prior offerings.                            2,060,000        C

   Shares issuable upon exercise of options held by the
      Company's officers and employees.                   4,100,000        D


                                       10

<PAGE>

A. Between October 30, 2008 and January 23, 2009 the Company sold 92,667 Units
in a private offering. Each Unit was sold at a price of $3.00 and consisted of
two shares of the Company's common stock, one Series A Warrant and one Series B
Warrant. Each Series A Warrant entitles the holder to purchase one share of the
Company's common stock at a price of $6.00 per share. Each Series B Warrant
entitles the holder to purchase one share of the Company's common stock at a
price of $10.00 per share.

      The Company has agreed to pay the sales agents for the private offering a
commission of up to 10% of the amount the sales agent raise in this offering.
The Company has also agreed to issue to selected sales agents one warrant (the
"Sales Agent Warrants") for each five Units sold by selected sales agents. Each
Sales Agent Warrant will entitle the holder to purchase one share of the
Company's common stock at a price of $3.60 per share. The Sales Agent Warrants
will expire on the earlier of December 31, 2012 or twenty days following written
notification from the Company that its common stock had a closing bid price at
or above $7.00 per share for any ten of twenty consecutive trading days.

      In order to raise additional capital the Company may sell additional
shares of its common stock or other securities. There is no assurance that the
Company will be successful in raising additional capital.

B. Each shareholder of the Company on the close of business on September 9, 2008
will receive one Series A warrant for each post-split share which they owned in
the Company on that date. However, the warrants will not be issued until a
registration statement covering the warrants, as well as the shares issuable
upon the exercise of the warrants, has been filed and declared effective by the
Securities and Exchange Commission. The Series A warrants to be issued to these
shareholders are identical to those referred to in Note A above.

C. Prior to August 31, 2008, Synergy sold 2,060,000 Units to a group of private
investors. Each Unit consisted of one share of Synergy's common stock and one
Series A warrant. In connection with the acquisition of Synergy, these Series A
warrants were exchanged for 2,060,000 Series A warrants of the Company. The
Series A warrants are identical to the Series A warrants referred to in Note A
above.

D. See Item 11 of this report for information concerning the terms of these
options.


ITEM 6.     SELECTED FINANCIAL DATA
            -----------------------

      Not applicable.


ITEM 7.     MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND 
            RESULTS OF  OPERATIONS

      The Company was incorporated in Colorado on May 11, 2005. Since its
formation the Company has been relatively inactive. The Company has never
generated any revenue and prior to the acquisition of Synergy Resources
Corporation the Company's only material asset was one shut-in oil well.


                                       11

<PAGE>

      On September 10, 2008 the Company acquired approximately 89% of the
outstanding shares of Synergy Resources Corporation in exchange for 8,882,500
shares of its common stock and 1,042,500 Series A warrants.

      On December 19, 2008 the Company acquired the remaining shares of Synergy
for 1,077,500 shares of the Company's common stock. As part of this transaction
the Company issued 1,017,500 Series A warrants to the remaining Synergy
shareholders in exchange for a like number of Series A warrants held by the
Synergy shareholders.

      Each Series A Warrant entitles the holder to purchase one share of the
Company's common stock at a price of $6.00 per share. The Series A Warrants
expire on the earlier of December 31, 2012 or twenty days following written
notification from the Company that its common stock had a closing bid price at
or above $7.00 for any ten of twenty consecutive trading days.

      Synergy was incorporated in Colorado in December 2007. As of the date of
the acquisition by the Company, Synergy's only material asset was approximately
$2.2 million in cash that it raised from private investors.

      Contingent upon the amount of capital available, the Company plans to
explore for oil and gas. The Company expects that its first wells will be
drilled in the Denver - Julesburg ("D-J") Basin in northeast Colorado.

      The Company's plan of operation is disclosed in Item 1 of this report. The
Company's future plans will be dependent upon the amount the Company is able to
raise.

      As of January 23, 2009, the Company was not generating any revenue.

RESULTS OF OPERATIONS

      Although from a legal standpoint the Company, on September 10, 2008,
acquired a controlling interest in Synergy, for financial reporting purposes,
the acquisition of Synergy constituted a recapitalization, and the acquisition
was accounted for as a reverse merger whereby Synergy was deemed to have
acquired the Company. As a result, all financial statements filed in subsequent
10-K or 10-Q reports will reflect the historical operations of Synergy for the
period of Synergy's inception (December 28, 2007) through September 10, 2008 and
the combined operations of the Company and Synergy after that date.

      Subsequent to the Synergy acquisition, the Company changed its fiscal year
end from December 31st to August 31st. Since the acquisition of Synergy took
place after August 31, 2008, the financial statements included with this report
reflect the operating results of the Company prior to the September 10, 2008
acquisition of Synergy.

      For information concerning Synergy's financial condition as of August 31,
2008, and Synergy's results of operations from the date of its inception
(December 28, 2007) to August 31, 2008, refer to the Company's report on Form


                                       12

<PAGE>

8-K filed with the Securities and Exchange Commission on November 26, 2008

      As a result of the change in the Company's fiscal year end, the Company's
most current statement of operations in this report is for the eight-month
period ended August 31, 2008. Accordingly, any comparison of the Company's
operations for the eight months ended August 31, 2008 with the Company's
operations for the twelve months ended December 31, 2007 would not be
meaningful.

      The factors that will most significantly affect the Company's 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 the Company has an interest,
and (iii) and lease operating expenses. The Company's revenues will also be
significantly impacted by its ability to maintain or increase oil or gas
production through exploration and development activities.

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

LIQUIDITY AND CAPITAL RESOURCES

      The Company's sources and (uses) of funds for the eight months ended
August 31, 2008 and the year ended December 31, 2007 are shown below:

                                       Eight Months Ended        Year Ended
                                          August 31, 2008     December 31, 2007
                                       -------------------    -----------------

       Cash used in operating activities    $(162,871)            $(255,419)

       Proceeds from sale of oil and
           gas property                            --                23,922

       Proceeds from sale of common stock     150,000               235,000

       Net change in cash balance             (12,871)                3,503

      The Company's material future capital requirements are (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 for consulting services relating to
raising capital.

      It is expected that the Company's 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 the Company to finance its operations to a
greater extent with internally generated funds, may allow the Company to obtain


                                       13

<PAGE>

equity financing more easily or on better terms, and lessens the difficulty of
obtaining 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 by the Company 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 the Company 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 financing. However, price declines reduce the
competition for oil and gas properties and correspondingly reduce the prices
paid for leases and prospects.

      The Company plans to generate profits by drilling productive oil or gas
wells. However, the Company will need to raise the funds required to drill new
wells through the sale of its securities, from loans from third parties or from
third parties willing to pay the Company's share of drilling and completing the
wells. The Company does not have any commitments or arrangements from any person
to provide the Company with any additional capital. If additional financing is
not available when needed, the Company may need to cease operations. The Company
may not be successful in raising the capital needed to drill oil or gas wells.
Any wells which may be drilled by the Company may not be productive of oil or
gas.


I
TEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISKS

      Not applicable.


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA

      See the financial statements and accompanying notes included with this
report.


ITEM  9.   CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON  ACCOUNTING  AND 
           FINANCIAL DISCLOSURE

      Not applicable


ITEM 9A AND 9A(T).  CONTROLS AND PROCEDURES  

      The Company maintains disclosure controls and procedures that are designed
to ensure that information required to be disclosed in its periodic reports to
the SEC is recorded, processed, summarized and reported within the time periods
specified in the SEC's rules and regulations, and that such information is
accumulated and communicated to the Company's management, including its


                                       14

<PAGE>

principal executive officer and principal financial officer, as appropriate, to
allow timely decisions regarding required disclosure. The Company's disclosure
controls and procedures are designed to provide a reasonable level of assurance
of reaching its desired disclosure control objectives.

Management's Report on Internal Control Over Financial Reporting

      The Company's management is responsible for establishing and maintaining
adequate internal control over financial reporting and for the assessment of the
effectiveness of internal control over financial reporting. As defined by the
Securities and Exchange Commission, internal control over financial reporting is
a process designed by, or under the supervision of the Company's principal
executive officer and principal financial officer and implemented by the
Company's Board of Directors, management and other personnel, to provide
reasonable assurance regarding the reliability of financial reporting and the
preparation of the Company's financial statements in accordance with U.S.
generally accepted accounting principles.

      Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.

      Ed Holloway, the Company's Principal Executive Officer and Frank L.
Jennings, the Company's Principal Financial Officer, evaluated the effectiveness
of the Company's disclosure controls and procedures as of August 31, 2008 based
on criteria established in Internal Control - Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission, or the COSO
Framework. Management's assessment included an evaluation of the design of the
Company's internal control over financial reporting and testing of the
operational effectiveness of those controls.
 
      Based on this evaluation, management concluded that the Company's internal
control over financial reporting was effective as of August 31, 2008.
 
      There was no change in the Company's internal control over financial
reporting that occurred during the period covered by this report that has
materially affected, or is reasonably likely to materially affect, the Company's
internal control over financial reporting.

      This report does not include an attestation report of the Company's
independent registered public accounting firm regarding internal control over
financial reporting. Management's report was not subject to attestation by the
Company's independent registered public accounting firm pursuant to temporary
rules of the SEC that permit the Company to provide only management's report on
internal control in this report.


ITEM 9B.  OTHER INFORMATION
          -----------------

      None.

                                       15

<PAGE>



ITEM 10.  DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
          ------------------------------------------------------

Officers and Directors

Name                   Age   Position
----                   ---   --------

Edward Holloway        56    President, Chief Executive Officer and a Director
William E. Scaff, Jr.  51    Vice President, Secretary, Treasurer and a Director
Frank L. Jennings      57    Principal Financial and Accounting Officer
Benjamin J. Barton     44    Director
Rick A. Wilber         61    Director
Raymond E. McElhaney   52    Director
Bill M. Conrad         52    Director

The principal occupations of the Company's officers, directors and consultants,
during the past several years are as follows:

Edward Holloway - Mr. Holloway has been an officer and director of the Company
since September 2008. Mr. Holloway has been an officer and director of Synergy
since June 2008. Mr. Holloway co-founded Cache Exploration Inc., an oil and gas
exploration and development company that drilled over 350 wells. In 1987 Mr.
Holloway sold the assets of Cache Exploraton to LYCO Energy Corporation. He
rebuilt Cache Exploration and sold the entire company to Southwest Energy a
decade later. In 1997 Mr. Holloway co-founded, and since that date has
co-managed, Petroleum Management, LLC, a company engaged in the exploration,
operations, production and distribution of oil and natural gas. In 2001 Mr.
Holloway co-founded, and since that date has co-managed, Petroleum Exploration
and Management, LLC, a company engaged in the acquisition of oil and gas leases
and the production and sale of oil and natural gas. Mr. Holloway holds a degree
in Business Finance from the University of Northern Colorado and is a past
president of the Colorado Oil & Gas Association.

William E. Scaff, Jr. - Mr. Scaff has been an officer and director of the
Company since September 2008. Mr. Scaff has been an officer and director of
Synergy since June 2008. Between 1980 and 1990 Mr. Scaff oversaw financial and
credit transactions for Dresser Industries, a Fortune 50 oilfield equipment
company. Immediately after serving as an executive with TOTAL Petroleum between
1990 and 1997, Mr. Scaff co-founded, and since that date co-managed, Petroleum
Management, LLC, a company engaged in the exploration, operations, production
and distribution of oil and natural gas. In 2001 Mr. Scaff co-founded, and since
that date has co-managed, Petroleum Exploration and Management, LLC, a company
engaged in the acquisition of oil and gas leases and the production and sale of
oil and natural gas. Mr. Scaff holds a degree in Finance from the University of
Colorado.

Frank L. Jennings - Mr. Jennings has been the Company's Principal Financial and
Accounting Officer since June 2007. Since 2001 Mr. Jennings has been an
independent consultant providing managing and financial services, primarily to
smaller public companies. From 2000 to 2005, he served as the Chief Financial
Officer and a director of Global Casinos, Inc., a publicly traded corporation,
and from 2001 to 2005, he served as Chief Financial Officer and a director of


                                       16

<PAGE>

OnSource Corporation, now known as Ceragenix Pharmaceuticals, Inc., also a
publicly traded corporation.

Benjamin J. Barton - Mr. Barton has been a director of the Company since
September 2008. Mr. Barton has been a director of Synergy since June 2008.
Between 2003 and 2005 Mr. Barton was a private wealth manager with Merrill
Lynch. Since 1986 Mr. Barton has been active in all aspects of venture capital
and public stock offerings. Since 2005 Mr. Barton has been the Managing Director
of Strategic Capital Partners, LLC, a private investment company specializing in
energy companies. Prior to earning an MBA in Finance from UCLA, Mr. Barton
received his Bachelor of Science degree in Political Science from Arizona State
University.

Rick A. Wilber - Mr. Wilber became a director of the Company in September 2008.
Since 1984 Mr. Wilber has been a private investor in, and a consultant to,
numerous development state companies. In 1974 Mr. Wilber was co-founder of
Champs Sporting Goods, a retail sporting goods chain, and served as its
President from 1974-1984. He has been a Director of Ultimate Software Group Inc.
since October 2002 and serves as a member of its audit and compensation
committees. Mr. Wilber was a director of Ultimate Software Group between October
1997 and May 2000. He served as a director of Royce Laboratories, Inc., a
pharmaceutical concern, from 1990 until it was sold to Watson Pharmaceuticals,
Inc. in April 1997 and was a member of its compensation committee.

Raymond E. McElhaney - Mr. McElhaney has been a director of the Company since
May 2005, and prior to the acquisition of Synergy was the Company's President
and Chief Executive Officer. Mr. McElhaney began his career in the oil and gas
industry in 1983 as founder and President of Spartan Petroleum and Exploration,
Inc. Mr. McElhaney also served as a chairman and secretary of Wyoming Oil &
Minerals, Inc., a publicly traded corporation, from February 2002 until 2005.
From 2000 to 2003 he served as vice president and secretary of New Frontier
Energy, Inc., a publicly traded corporation. McElhaney is a co-founder of MCM
Capital Management Inc., a privately held financial management and consulting
company formed in 1990, and has served as its president of that company since
inception.

Bill M. Conrad - Mr. Conrad has been a director of the Company since May 2005,
and prior to the acquisition of Synergy was the Company's Vice President and
Secretary. Mr. Conrad has been involved in several aspects of the oil & gas
industry over the past 20 years. From February 2002 until June 2005, Mr. Conrad
served as president and a director of Wyoming Oil & Minerals, Inc., and from
2000 until April 2003, he served as vice president and a director of New
Frontier Energy, Inc. Since June 2006, Mr. Conrad has served as a director of
Gold Resource Corporation, a publicly traded corporation engaged in the mining
industry. In 1990, Mr. Conrad co-founded MCM Capital Management Inc. and has
served as its vice president since that time.

      The Company does not have a compensation committee. The Company's Board of
Directors serves as its Audit Committee. None of the Company's directors are
independent as that term is defined Section 803.A of the American Stock
Exchange. William E. Scaff, Jr. acts as the financial expert for the Board of
Directors.


                                       17

<PAGE>

      The Company has adopted a Code of Ethics applicable to its senior
executive and financial officers. A copy of the Code of Ethics is filed as
Exhibit 14 to this report.


ITEM 11.  EXECUTIVE COMPENSATION

      The following table shows the compensation paid or accrued to the
Company's Principal Executive and Financial officers during the eight months
ended August 31, 2008 and the years ended December 31, 2007 and 2006. During the
periods shown no officer of the Company received compensation in excess of
$100,000.

                                              Stock   Option  All Other
Name and Principal            Salary   Bonus  Awards  Awards Compensation
 Position            Period     (1)     (2)    (3)     (4)        (5)     Total
------------------   ------   -------  -----  ------  ------ ------------ -----

Ray McElhaney,         2008   $ 5,000     --  $25,000     --        --   $30,000
Principal Executive    2007   $60,000     --       --     --        --   $60,000
Officer                2006   $60,000     --       --     --        --   $60,000

Frank L. Jennings,     2008        --     --       --     --   $ 6,778   $ 6,778
Principal Financial    2007        --     --       --     --   $ 9,900   $ 9,900
Officer                2006        --     --       --     --        --        --

(1)  The dollar value of base salary (cash and non-cash) earned.
(2)  The dollar value of bonus (cash and non-cash) earned.
(3)  The fair value of stock issued for services computed in accordance with FAS
     123R on the date of grant.
(4)  The fair value of options  granted  computed in accordance with FAS 123R on
     the date of grant.
(5)  All other compensation  received that the Company could not properly report
     in any other column of the table.

      The compensation to be paid to the Company's two executive officers is
based upon their employment agreements, which are described below. All material
elements of the compensation paid to these officers is discussed below.

      The Company has employee agreements with Ed Holloway and William E. Scaff
Jr. Each employment agreement provides that the employee will be paid a monthly
salary of $12,500 and requires the Employee to devote approximately 80% of his
time to the Company's business. The employment agreements expire on June 11,
2010 but may be terminated sooner by the Company as a result of the employee's
disability or for cause. For purposes of the employment agreements, "cause" is
defined as:

          (i)  the conviction of the employee of any crime or offense  involving
               the Company, or of fraud or moral turpitude,  which significantly
               harms the Company;
          (ii) the refusal of the  employee to follow the lawful  directions  of
               the Company's Board of Directors;
         (iii) the  employee's  negligence  which  shows a reckless  or willful
               disregard for  reasonable  business  practices and  significantly
               harms the Company; or


                                       18

<PAGE>

          (iv) a breach of the employment agreement by the employee.

      The Company has a consulting agreement with Ray McElhaney and Bill Conrad
which provides that Mr. McElhaney and Mr. Conrad will provide to the Company, on
a part-time basis, consulting services pertaining to corporate acquisitions and
development. For these services, Mr. McElhaney and Mr. Conrad are paid a monthly
consulting fee of $5,000. The consulting agreement expires on August 15, 2009.

      Long-Term Incentive Plans. The Company does not provide its officers or
employees with pension, stock appreciation rights, long-term incentive or other
plans and has no intention of implementing any of these plans for the
foreseeable future.

      Employee Pension, Profit Sharing or other Retirement Plans. The Company
does not have a defined benefit, pension plan, profit sharing or other
retirement plan, although it may adopt one or more of such plans in the future.

      Compensation of Directors During the Eight Months Ended August 31, 2008
and the Year Ended December 31, 2007. The Company did not compensate any person
for acting as a director during the eight months ended August 31, 2008 or the
year ended December 31, 2007.

Stock Option and Bonus Plan
---------------------------

      The Company has adopted a stock option and stock bonus plan. A summary
description of the plan follows.

      Non-Qualified Stock Option Plan. The Company's Non-Qualified Stock Option
Plan authorizes the issuance of shares of its common stock to persons that
exercise options granted pursuant to the Plans. The Company's employees,
directors, officers, consultants and advisors are eligible to be granted options
pursuant to the Plans, provided however that bona fide services must be rendered
by such consultants or advisors and such services must not be in connection with
promoting the Company's stock or the sale of securities in a capital-raising
transaction. The option exercise price is determined by the Company's directors.

      Stock Bonus Plan. The Company's Stock Bonus Plan allows for the issuance
of shares of common stock to it's employees, directors, officers, consultants
and advisors. However, bona fide services must be rendered by the consultants or
advisors and such services must not be in connection with promoting the
Company's stock or the sale of securities in a capital-raising transaction.

      Summary. The following is a summary of options granted or shares issued
pursuant to the Plans as of January 23, 2009. Each option represents the right
to purchase one share of the Company's common stock.


                                       19

<PAGE>


                               Total      Shares
                              Shares    Reserved for   Shares       Remaining
                             Reserved   Outstanding   Issued as   Options/Shares
Name of Plan                Under Plans   Options    Stock Bonus    Under Plans
------------                ----------- ------------ -----------  --------------

Non-Qualified Stock
 Option Plan                 2,000,000      100,000      N/A       1,900,000
Stock Bonus Plan               500,000          N/A       --         500,000


Options
-------

      In connection with the acquisition of Synergy, the Company issued options
to the persons shown below in exchange for options previously issued by Synergy.
The terms of the options issued by the Company are identical to the terms of the
Synergy options. The options were not granted pursuant to the Company's
Non-Qualified Stock Option Plan. As of January 23, 2009 none of these options
have been exercised.

                             Grant    Shares Issuable Upon  Exercise  Expiration
Name                         Date     Exercise of Options    Price       Date
----                       -------  ----------------------  --------  ----------

Ed Holloway (1)             9-10-08       1,000,000          $ 1.00     6-11-13
William E. Scaff, Jr. (2)   9-10-08       1,000,000          $ 1.00     6-11-13
Ed Holloway (1)             9-10-08       1,000,000          $10.00     6-11-13
William E. Scaff, Jr. (2)   9-10-08       1,000,000          $10.00     6-11-13

(1)  Options are held of record by a limited liability company controlled by Mr.
     Holloway.
(2)  Options are held of record by a limited liability company controlled by Mr.
     Scaff.

      The following table shows information concerning the Company's outstanding
options as of January 23, 2009. None of the Company's officers or directors held
any options as of August 31, 2008.

                       Shares underlying unexercised
                            Option which are: 
                       -----------------------------
                        Exercise      Expiration
Name                    Exercisable   Unexercisable     Price           Date
----                    -----------   -------------    --------      ----------

Ed Holloway             1,000,000              --      $  1.00        6-11-13
William E. Scaff, Jr.   1,000,000              --      $  1.00        6-11-13
Ed Holloway             1,000,000              --       $10.00        6-11-13
William E. Scaff, Jr.   1,000,000              --       $10.00        6-11-13
Employee                       --         100,000      $  3.00       12-31-18

      The following table shows the weighted average exercise price of the
outstanding options granted pursuant to the Company's Non-Qualified Stock Option
Plan as of August 31, 2008. The Company's Non-Qualified Stock Option Plan has
been approved by the Company's shareholders.


                                       20

<PAGE>


<TABLE>
<S>                                     <C>              <C>                 <C>

                                                                    Number of Securities
                                      Number                        Remaining Available
                                   of Securities                    For Future Issuance
                                   to be Issued   Weighted-Average      Under Equity
                                  Upon Exercise   Exercise Price of  Compensation Plans,
                                  of Outstanding   of Outstanding   Excluding Securities
Plan category                       Options (a)        Options      Reflected in Column (a)
-------------------------------------------------------------------------------------------

Non-Qualified Stock Option Plan             --              --             2,500,000

</TABLE>



Sales of Unregistered Securities
--------------------------------

      Prior to its acquisition by the Company, Synergy made the following sales
of its securities:

Name                         Shares      Series A Warrants    Consideration
----                         ------      -----------------    -------------

Ed Holloway (1)            2,070,000                          $2,070
William E. Scaff, Jr. (1)  2,070,000                          $2,070
Benjamin Barton (1)          600,000                          $  600
John Staiano (1)             600,000                          $  600
Synergy Energy Trust       1,900,000                          $1,900
Third Parties                660,000                          $  660
Private Investors          1,000,000        1,000,000         $1.00 per Unit (2)
Private Investors          1,060,000        1,060,000         $1.50 per Unit (2)
                          -----------      -----------
                           9,960,000        2,060,000
                          ===========      ===========

(1)  Shares are held of record by entities controlled by this person.
(2)  Shares and Warrants were sold as Units, with each Unit consisting of one
     share of the Company's common stock and one Series A Warrant.

      In connection with the acquisition of Synergy, the 9,960,000 shares of
Synergy, plus the 2,060,000 Series A warrants, were exchanged for 9,960,000
shares of the Company's common stock, plus 2,060,000 Series A warrants.

      Each Series A warrant entitles the holder to purchase one share of the
Company's common stock at a price of $6.00 per share. The Series A Warrants
expire on the earlier of December 31, 2012 or twenty days following written
notification from the Company that its common stock had a closing bid price at
or above $7.00 for any ten of twenty consecutive trading days.


                                       21

<PAGE>

      Mr. McElhaney and Mr. Conrad, due to their share ownership in the Company
immediately prior to the acquisition of Synergy, will receive 271,000 and
247,000 Series A warrants, respectively.

      Between October 30, 2008 and January 23, 2009 the Company sold 92,667
Units at a price of $3.00 per Unit. Each Unit consists of two shares of the
Company's common stock, one Series A Warrant and one Series B Warrant. Each
Series A Warrant entitles the holder to purchase one share of the Company's
common stock at a price of $6.00 per share. The Series A Warrants expire on the
earlier of December 31, 2012 or twenty days following written notification from
the Company that its common stock had a closing bid price at or above $7.00 for
any ten of twenty consecutive trading days. Each Series B Warrant entitles the
holder to purchase one share of the Company's common stock at a price of $10.00
per share. The Series B Warrants expire on the earlier of December 31, 2012 or
twenty days following written notification from the Company that its common
stock had a closing bid price at or above $12.00 for any ten of twenty
consecutive trading days.


ITEM 12.  SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND  
          RELATED STOCKHOLDER MATTERS

      The following table shows, as of January 23, 2009, information with
respect to those persons owning beneficially 5% or more of the Company's common
stock and the number and percentage of outstanding shares owned by each director
and officer of the Company and by all the officers and directors as a group.
Unless otherwise indicated, each owner has sole voting and investment powers
over his shares of common stock.

                                       Number          Percent
Name                                of Shares (1)      of Class
----                                -------------      --------

Ed Holloway                         4,070,000 (2)       33.4%
William E. Scaff, Jr.               4,070,000 (3)       33.4%
Frank L. Jennings                       4,000             Nil
Benjamin Barton                       600,000 (4)        5.9%
Rick A. Wilber                        376,429            3.7%
Raymond E. McElhaney                  270,000            2.7%
Bill M. Conrad                        247,000            2.4%
John Staiano                          600,000 (5)        5.9%
Synergy Energy Trust                  900,000 (6)        8.8%
All officers and directors 
  as a group (7 persons).           9,637,429           67.9%

(1)  Share ownership includes shares issuable upon the exercise of options held
     by the persons listed below.



                                       22

<PAGE>

                               Share Issuable     Option
                               Upon Exercise      Exercise    Expiration
     Name                        of Options        Price         Date 
     ----                      --------------    ---------    ----------

     Ed Holloway                  1,000,000         $1.00      6-11-13
     Ed Hollway                   1,000,000        $10.00      6-11-13
     William E. Scaff, Jr.        1,000,000         $1.00      6-11-13
     William E. Scaff, Jr.        1,000,000        $10.00      6-11-13

(2)  Shares are held of record by various trusts and limited liability companies
     controlled by Mr. Holloway. If Mr. Holloway resigns or is removed for cause
     as an officer of this Company prior to June 11, 2009, then his 2,070,000
     shares and his options will be forfeited, returned to the Company and
     cancelled. However, if the Employment Agreement with Mr. Holloway is
     terminated prior to June 11, 2009 due to Mr. Holloway's disability, only
     1,035,000 shares and 1,035,000 options will be forfeited. If Mr. Holloway
     resigns due to the Company's intentional interference with his duties, the
     resignation will not result in any forfeiture of his shares.
(3)  Shares are held of record by various trusts and limited liability companies
     controlled by Mr. Scaff. If Mr. Scaff resigns or is removed for cause as an
     officer of this Company prior to June 11, 2009, then his 2,070,000 shares
     and his options will be forfeited, returned to the Company and cancelled.
     However, if the Employment Agreement with Mr. Scaff is terminated prior to
     June 11, 2009 due to Mr. Scaff's disability, only 1,035,000 shares and
     1,035,000 options will be forfeited. If Mr. Scaff resigns due to the
     Company's intentional interference with his duties, the resignation will
     not result in any forfeiture of his shares.
(4)  Shares are held of record by a partnership controlled by Mr. Barton. (5)
     Shares are held of record by a trust and a limited liability company
     controlled by Mr.
     Staiano.
(6)  The shares held by the Synergy Energy Trust may be issued at the discretion
     of John Barton, the trustee. Effective December 1, 2008 the Company
     purchased 1,000,000 shares of its common stock from the Trust for $1,000,
     which was the price at which the shares were sold to the Trust. The share
     ownership of the Trust reflects the sale of these shares.


ITEM 13.  CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

      The Company has a consulting agreement with Energy Capital, LLC, a firm
controlled by John Barton and Benjamin J. Barton. The Company has agreed to pay
Energy Capital $30,000 per month for assisting the Company with raising capital
and establishing a public market for the Company's common stock. Energy Capital
will also pay the rent for the Company's Denver office. The consulting agreement
ends on May 31, 2009. However, if the Company's capital, paid-in capital and
additional paid-in capital accounts do not exceed $7,500,000 by March 1, 2009
the Company may terminate the consulting agreement prior to May 31, 2009.



                                       23

<PAGE>

Pursuant to the terms of an Administrative Services Agreement between the
Company and Petroleum Management, LLC, Petroleum Management provides the Company
with office space and equipment storage in Platteville, Colorado, as well as
secretarial, word processing, telephone, fax, email and related services for a
fee of $20,000 per month. Either party may terminate the Administrative Service
Agreement upon 30-days notice. Petroleum Management is controlled by Ed Holloway
and William E. Scaff, Jr.

      See Item 1 of this report for information concerning:

     o    an agreement  between the  Company,  Ed Holloway and William E. Scaff,
          Jr.  concerning   potential   conflicts  of  interest  concerning  the
          acquisition of oil and gas properties; and
     o    an  agreement  between  the  Company  and  Petroleum  Management,  LLC
          regarding the potential acquisition of oil and gas properties.


ITEM 14.  PRINCIPAL ACCOUNTING FEES AND SERVICES
          --------------------------------------

      Stark Winter Schenkein & Co., LLP served as the Company's auditors for the
year ended December 31, 2007 and the eight month transition period ended August
31, 2008. The following table shows the aggregate fees billed to the Company for
these periods by Stark Winter Schenkein and Co., LLP:

                                       Eight-Month
                                       Period Ended        Year Ended
                                      August 31, 2008    December 31,2007
                                      ---------------    ----------------

Audit Fees                               $18,500             $17,300
Audit-Related Fees                            --                  --
Tax Fees                               $   2,100              $1,500
All Other Fees                                --                  --

      Audit fees represent amounts billed for professional services rendered for
the audit of the Company's annual financial statements and the reviews of the
financials statements included in the Company's 10-Q reports for the fiscal year
and all regulatory filings. Before Stark Winter Schenkein was engaged by the
Company to render audit or non-audit services, the engagement was approved by
the Company's directors. The Company's Directors are of the opinion that any
Audit Related Fees charged by Stark Winter Schenkein are consistent with Stark
Winter Schenkein maintaining its independence from the Company.



                                       24

<PAGE>



ITEM 15.  EXHIBITS, FINANCIAL STATEMENT SCHEDULES
          ---------------------------------------

Exhibits                                        Page Number

3.1.1 Articles of Incorporation                      (1)

3.1.2 Amendment to Articles of Incorporation

3.1.2 Bylaws                                         (1)

10.1  Employment Agreement with Ed Holloway

10.2  Employment Agreement with William E.
      Scaff, Jr.

10.3  Administrative Services Agreement

10.4  Agreement regarding Conflicting Interest
      Transactions

10.5  Letter agreement regarding acquisition of
      oil and gas properties from Petroleum
      Management

10.6  Agreement with Energy Capital, LLC

14.   Code of Ethics

31    Rule 13a-14(a) Certifications

32    Section 1350 Certifications


(1)  Incorporated by reference to the same exhibit filed with the Company's
     registration statement on Form SB-2, File #333-146561.



                                       25

<PAGE>


ITEM 8.  FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
         -------------------------------------------

  Index to Financial Statements:                                          1

  Report of Independent Registered Public Accounting Firm                 2

  Balance Sheets at August 31, 2008 and December 31, 2007                 3
 
  Statements of Operations for the eight months ended
  August 31, 2008, the year ended December 31, 2007, and
  for the period from Inception (May 11, 2005) to August 31, 2008         4

  Statements of Changes in Shareholders' Equity for the
  period from Inception (May 11, 2005) to August 31, 2008                 5

  Statements of Cash Flows for the eight months ended
  August 31, 2008, the year ended December 31, 2007, and
  for the period from Inception (May 11, 2005) to August 31, 2008         6

  Notes to Financial Statements                                           7






                                       1

<PAGE>


             REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM


Shareholders and Board of Directors
Synergy Resources Corporation, formerly Brishlin Resources, Inc.

We have audited the accompanying balance sheets of Synergy Resources
Corporation, formerly Brishlin Resources, Inc. (an Exploration Stage Company) as
of August 31, 2008 and December 31, 2007, and the related statements of
operations, changes in shareholders' equity, and cash flows for the eight months
ended August 31, 2008, the year ended December 31, 2007, and the period from
inception (May 11, 2005) to August 31, 2008. These financial statements are the
responsibility of the Company's management. Our responsibility is to express an
opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States.) Those standards require that we plan
and perform the audits to obtain reasonable assurance about whether the
financial statements are free of material misstatement. An audit includes
examining, on a test basis, evidence supporting the amounts and disclosures in
the financial statements. An audit also includes assessing the accounting
principles used and significant estimates by management, as well as evaluating
the overall financial statement presentation. We believe that our audits provide
a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Synergy Resources Corporation,
formerly Brishlin Resources, Inc. (an Exploration Stage Company) as of August
31, 2008 and December 31, 2007, and the results of its operations and cash flows
for the eight months ended August 31, 2008, the year ended December 31, 2007,
and the period from inception (May 11, 2005) to August 31, 2008, in conformity
with accounting principles generally accepted in the United States of America.

The accompanying financial statements have been prepared assuming that the
Company will continue as a going concern. As discussed in Note 2 to the
financial statements, the Company has suffered recurring losses from operations
and has no revenue generating operations. These factors raise substantial doubt
about the Company's ability to continue as a going concern. Management's plans
in regard to these matters are also discussed in Note 2. The financial
statements do not include any adjustments that might result from the outcome of
this uncertainty.


/s/ Stark Winter Schenkein & Co., LLP
Denver, Colorado
January 23, 2009



                                       2

<PAGE>

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

                                                                       
                                                       August 31,   December 31,
                                                          2008          2007
                                                       ----------   ------------
                            ASSETS

Current assets:
 Cash and cash equivalents                             $   7,569     $  20,440
 Prepaid expenses                                          1,428             -
                                                       ----------    ----------
     Total current assets                                  8,997        20,440
                                                       ----------    ----------

Oil and gas properties, at cost, using full 
cost method
  Oil and gas properties, net                             39,125        39,125

Other assets                                               1,328         1,265
                                                       ----------    ----------
       Total assets                                    $  49,450     $  60,830
                                                       ==========    ==========

             LIABILITIES AND SHAREHOLDERS' EQUITY

Current liabilities:
 Accounts payable and accrued expenses                 $  44,906     $  26,395
 Accrued salaries, benefits, and taxes                     3,604        33,855
                                                       ----------    ----------
     Total current liabilities                            48,510        60,250
                                                       ----------    ----------
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:
    1,038,000 and 978,000 shares issued and 
    outstanding at August 31, 2008 and December
    31, 2007, respectively                                 1,038           978
   Additional paid-in capital                          1,015,262       815,322
   (Deficit) accumulated during the exploration stage (1,015,360)     (815,720)
                                                       ----------    ----------
      Total shareholders' equity                             940           580
                                                       ----------    ----------
      Total liabilities and shareholders' equity       $  49,450     $  60,830
                                                       ==========    ==========



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



                                       3

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (Formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                            STATEMENTS OF OPERATIONS
                   for the eight months ended August 31, 2008,
                        the year ended December 31, 2007,
       and for the period from Inception (May 11, 2005) to August 31, 2008


<TABLE>
    <S>                                   <C>               <C>                 <C>
                                      Eight Months                           Inception
                                         Ended           Year Ended      (May 11, 2005) to
                                    August 31, 2008   December 31, 2007   August 31, 2008
                                    ---------------   -----------------  -----------------

Revenues                             $          -       $          -        $          -
                                     -------------      -------------       -------------
Expenses:
 Oil and gas lease expense                  5,000                  -              13,325
 Impairment of oil and gas
   properties                                   -                  -             223,738
 General and administrative               194,730            282,641             785,240
                                     -------------      -------------       -------------
      Total expenses                      199,730            282,641           1,022,303
                                     -------------      -------------       -------------
Operating (loss)                         (199,730)          (282,641)         (1,022,303)

Other income (expense):
  Interest income                              90              1,280               6,943
                                     -------------      -------------       -------------
(Loss) before taxes                      (199,640)          (281,361)         (1,015,360)

Provision for income taxes                      -                  -                   -
                                     -------------      -------------       -------------

Net (loss)                           $   (199,640)      $   (281,361)       $ (1,015,360)
                                     =============      =============       =============
Net (loss) per common share:
  Basic and Diluted                  $      (0.20)      $      (0.29)
                                     =============      =============
Weighted average shares
outstanding:
  Basic and Diluted                     1,005,869            962,422
                                     =============      =============

</TABLE>







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


                                       4

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (Formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
             STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY (DEFICIT)
         for the period from Inception (May 11, 2005) to August 31, 2008

<TABLE>
<S>                          <C>          <C>        <C>         <C>           <C>

                                                              (Deficit)
                                                              Accumulated
                               Common Stock       Additional    During        Total
                            -------------------    Paid-in    Exploration  Shareholders'
                            Number       Amount    Capital      Stage        Equity
                            ------       ------   ----------  ------------ -------------


Balance at Inception,      
 May 11, 2005                   -        $    -     $     -     $      -      $     -

Shares issued for cash
 at $0.01                 630,000           630       5,670            -        6,300
Shares issued for cash
 at $0.20                  25,000            25       4,975            -        5,000
Shares issued in
 exchange for oil 
 and gas properties         6,000             6       5,994            -        6,000
Shares issued for cash
 at $2.00                 117,500           118     234,882            -      235,000
Net (loss)                      -             -           -     (111,759)    (111,759)
                        ----------    ----------  ----------   ----------   ----------
Balance, December 31,
 2005                     778,500           779     251,521     (111,759)     140,541

Shares issued for cash
 at $2.00                  94,500            94     188,906            -      189,000
Shares issued in
 exchange for oil
 and gas properties        60,000            60     149,940            -      150,000
Net (loss)                      -             -           -     (422,600)    (422,600)
                        ----------    ----------  ----------   ----------   ----------
Balance, December 31,
 2006                     933,000           933     590,367     (534,359)      56,941

Shares issued for cash
 at $5.00                  45,000            45     224,955            -      225,000
Net (loss)                      -             -           -     (281,361)    (281,361)
                        ----------    ----------  ----------   ----------   ----------
Balance, December 31,
 2007                     978,000           978     815,322     (815,720)         580

Shares issued for cash
 at $5.00                  30,000            30     149,970            -      150,000
Shares issued for
 accrued Compensation
 at $1.67                  30,000            30      49,970            -       50,000
Net (loss)                      -             -           -     (199,640)    (199,640)
                        ----------    ----------  ----------   ----------   ----------
Balance, August 31,
 2008                   1,038,000     $   1,038   $1,015,262   $(1,015,360) $     940
                       ===========    ==========  ==========   ============ ==========

</TABLE>






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




                                       5

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (Formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                            STATEMENTS OF CASH FLOWS
                   for the eight months ended August 31, 2008,
                        the year ended December 31, 2007,
       and for the period from Inception (May 11, 2005) to August 31, 2008

<TABLE>
<S>                                               <C>                <C>           <C>
                                             Eight Months                       Inception 
                                                Ended          Year Ended     (May 11, 2005
                                              August 31,       December 31,      August 31,
                                                2008              2007             2008
                                             ------------      ------------    ------------
Cash flows from operating activities:
  Net (loss)                                  $(199,640)        $ (281,361)    $(1,015,360)
  Adjustments to reconcile net (loss)
    to net cash used by operating activities:
     Impairment of oil and gas properties             -                  -         223,738
  Changes in operating assets and liabilities:
     Prepaid expenses and other assets           (1,491)                 -          (2,756)
     Accounts payable and accrued expenses       38,260             25,942          91,350
                                              ---------         ----------     -----------
    Total adjustments                            36,769             25,942         312,332
                                              ---------         ----------     -----------
  Net cash (used in) operating
    activities                                 (162,871)          (255,419)       (703,028)
                                              ---------         ----------     -----------

 Cash flows from investing activities:
   Proceeds from sale of oil and gas
     properties                                       -             23,922          23,922
     Investment in oil and gas  properties            -                  -        (123,625)
                                              ---------         ----------     -----------
   Net cash provided by (used in)
     investing activities                             -             23,922         (99,703)
                                              ---------         ----------     -----------

Cash flows from financing activities:
  Common stock subscription receivable                -             10,000               -
  Cash proceeds from sale of stock              150,000            225,000         810,300
                                              ---------         ----------     -----------
   Net cash provided by financing
     activities                                 150,000            235,000         810,300
                                              ---------         ----------     -----------

Net increase (decrease) in cash and
  equivalents                                   (12,871)             3,503           7,569
Cash and equivalents at beginning of  
  period                                         20,440             16,937               -
                                              ---------         ----------     -----------
Cash and equivalents at end of period         $   7,569         $   20,440     $     7,569
                                              =========         ==========     ===========
Supplemental Cash Flow Information 
   Interest paid                              $       -         $        -     $       370
                                              =========         ==========     ===========
   Income taxes paid                          $       -         $        -     $         -
                                              =========         ==========     ===========

Non-cash investing and financing activities:
  Shares issued in exchange for oil and 
    gas properties                            $       -         $        -     $   156,000
                                              =========         ==========     ===========
Liabilities assumed in exchange for
   oil and gas properties                     $       -         $        -     $     7,160
                                              =========         ==========     ===========
Common stock issued for
   accrued compensation                       $  50,000         $        -     $    50,000
                                              =========         ==========     ===========
</TABLE>



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

                                       6

<PAGE>

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

                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

1.  Summary of Significant Accounting Policies

Basis of Presentation: Synergy Resources Corporation (formerly Brishlin
Resources, Inc.) (the "Company") was organized under the laws of the State of
Colorado on May 11, 2005. The Company plans to engage in oil, gas and mineral
acquisitions, exploration, development and production service activities,
primarily in the western region of the United States. The Company is in its
exploration stage and has not yet generated any revenues from operations.

Reverse Stock Split: On September 8, 2008, Brishlin shareholders approved a
reverse stock split of the outstanding shares of common stock, pursuant to which
each ten shares of the Company's pre-split common stock issued and outstanding
was exchanged for one share of the Company's post-split common stock. After
giving effect to the reverse stock split, there were 1,038,000 shares of
Brishlin common stock issued and outstanding. All share and per share amounts
presented in this report have been retroactively adjusted to reflect the reverse
stock split.

Cash and Cash Equivalents: The Company considers cash in banks, deposits in
transit, and highly liquid debt instruments purchased with original maturities
of three months or less to be cash and cash equivalents.

Oil and Gas Properties: The Company uses the full cost method of accounting for
costs related to its oil and natural gas properties. All of the properties
acquired by the Company since inception are currently undergoing evaluation and
are not yet included in the depletion, depreciation, and amortization
calculation. After the properties are evaluated, the capitalized costs included
in the full cost pool will be depleted on an aggregate basis using the
units-of-production method. A change in proved reserves without a corresponding
change in capitalized costs will cause the depletion rate to increase or
decrease.

Both the volume of proved reserves and any estimated future expenditures to be
used for the depletion calculation will be based on estimates such as those
described under "Oil and Gas Reserves" below.

The capitalized costs in the full cost pool will be subject to a ceiling test
that limits such pooled costs to the aggregate of the present value of future
net revenues attributable to proved oil and natural gas reserves discounted at
10 percent plus the lower of cost or market value of unproved properties less
any associated tax effects. If such capitalized costs exceed the ceiling, the
Company will record a write-down to the extent of such excess as a non-cash
charge to earnings. Any such write-down will reduce earnings in the period of
occurrence and result in lower depreciation and depletion in future periods. A
write-down may not be reversed in future periods, even though higher oil and
natural gas prices or increased reserves may subsequently increase the ceiling.


                                       7

<PAGE>
                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

Changes in oil and natural gas prices are expected to have the most significant
impact on the Company's ceiling test. In general, the ceiling is lower when
prices are lower. Even though oil and natural gas prices can be highly volatile
over weeks and even days, the ceiling calculation dictates that prices in effect
as of the last day of the test period be used and held constant. The resulting
valuation is a snapshot as of that day and, thus, is not necessarily indicative
of a true fair value that would be placed on the Company's reserves by the
Company or by an independent third party. Therefore, the future net revenues
associated with the estimated proved reserves are not based on the Company's
assessment of future prices or costs, but rather are based on prices and costs
in effect as of the end the test period.

Oil and Gas Reserves: The determination of depreciation and depletion expense as
well as ceiling test write-downs related to the recorded value of the Company's
oil and natural gas properties will be highly dependent on the estimates of the
proved oil and natural gas reserves. Oil and natural gas reserves include proved
reserves that represent estimated quantities of crude oil and natural gas which
geological and engineering data demonstrate with reasonable certainty to be
recoverable in future years from known reservoirs under existing economic and
operating conditions. There are numerous uncertainties inherent in estimating
oil and natural gas reserves and their values, including many factors beyond the
Company's control. Accordingly, reserve estimates are often different from the
quantities of oil and natural gas ultimately recovered and the corresponding
lifting costs associated with the recovery of these reserves

Property Retirement Obligation: The Company follows the guidelines of Statement
of Financial Accounting Standards No. 143 (SFAS 143), "Accounting for Asset
Retirement Obligations." SFAS 143 requires the fair value of a liability for an
asset retirement obligation to be recognized in the period that it is incurred
if a reasonable estimate of fair value can be made.

The associated asset retirement costs are capitalized as part of the carrying
amount of the long-lived asset. The Company has determined that it has no
material property retirement obligations as of August 31, 2008.

Stock Based Compensation: The Company's 2005 Non-Qualified Stock Option and
Stock Grant Plan (the "Plan") authorizes the granting of nonqualified options to
purchase shares of the Company's common stock. The Plan is administered by the
Board of Directors which determines the terms pursuant to which any option is
granted.

The Company accounts for this Plan in accordance with SFAS 123(R), "Share-Based
Payment," requiring the Company to record compensation costs for the Company's
stock option plans determined in accordance with the fair value based method
prescribed in SFAS 123(R). The Company estimates the fair value of stock option
at their grant date by using the Black-Scholes-Merton option pricing model and
provides for expense recognition over the service period, if any, of the stock
option. Since inception, the Company has not granted any options under the Plan,
and, accordingly, has not recognized any stock based compensation expense.

                                       8

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

The Company accounts for common stock issued to employees for services based on
the fair value of the equity instruments issued, and accounts for common stock
issued to other than employees based on the fair value of the consideration
received or the fair value of the equity instruments, whichever is more reliably
measurable.

Per Share Amounts: SFAS 128, "Earnings Per Share," provides for the calculation
of "Basic" and "Diluted" earnings per share. Basic earnings per share includes
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, assuming the issuance of an equivalent number of
common shares pursuant to options, warrants, or convertible debt arrangements.
Diluted earnings per share does not include dilutive common stock equivalents
for periods in which the Company incurs a loss because they would be
anti-dilutive.

Income Taxes: Deferred income taxes are reported for timing differences between
items of income or expense reported in the financial statements and those
reported for income tax purposes in accordance with SFAS 109, "Accounting for
Income Taxes", which requires the use of the asset/liability method of
accounting for income taxes. Deferred income taxes and tax benefits are
recognized for the future tax consequences attributable to differences between
the financial statement carrying amounts of existing assets and liabilities and
their respective tax bases, and for tax loss and credit carry-forwards. Deferred
tax assets and liabilities are measured using enacted tax rates expected to
apply to taxable income in the years in which those temporary differences are
expected to be recovered or settled. The Company provides for deferred taxes for
the estimated future tax effects attributable to temporary differences and
carry-forwards when realization is more likely than not.

Use of Estimates:  The  preparation of financial  statements in conformity  with
accounting principles generally accepted in the United States (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.  Estimates
that  are  critical  to  the  accompanying   financial  statements  include  the
identification  and  valuation  of proved and  probable  reserves,  treatment of
exploration and development costs as either an asset or an expense, valuation of
deferred tax assets, and the likelihood of loss  contingencies  Management bases
its estimates  and  judgements  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.

                                       9

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

Business Risks: The Company continually reviews the exploration and political
risks it encounters in its operations. It mitigates the likelihood and potential
severity of these risks through the application of high operating standards. The
Company's operations have been and in the future may be, affected to various
degrees by changes in environmental regulations, including those for future site
restoration and reclamation costs. The Company's business is subject to
extensive licensing, permitting, governmental legislation, control and
regulations. The Company endeavors to be in compliance with these regulations at
all times.

Fair Value of Financial Instruments: SFAS 107, "Disclosures About Fair Value of
Financial Instruments," requires disclosure of fair value information about
financial instruments. Fair value estimates discussed herein are based upon
certain market assumptions and pertinent information available to management as
of August 31, 2008.

The respective carrying value of certain on-balance-sheet financial instruments
approximate their fair values. These financial instruments include cash, cash
equivalents, accounts payable and accrued expenses. Fair values were assumed to
approximate carrying values for these financial instruments since they are short
term in nature and their carrying amounts approximate fair value, or they are
receivable or payable on demand.

Concentration of Credit Risk: The Company's operating cash balances are
maintained in one primary financial institution and periodically exceed
federally insured limits. The Company believes that the financial strength of
these institutions mitigates the underlying risk of loss. To date, these
concentrations of credit risk have not had a significant impact on the Company's
financial position or results of operations.

Environmental Matters: Environmental costs are expensed or capitalized depending
on their future economic benefit. Costs that relate to an existing condition
caused by past operations with no future economic benefit are expensed.
Liabilities for future expenditures of a non-capital nature are recorded when
future environmental expenditures and/or remediation is deemed probable and the
costs can be reasonably estimated. Costs of future expenditures for
environmental remediation obligations are not discounted to their present value.

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

                                       10

<PAGE>
                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

In May 2008, the FASB issued SFAS 162, The Hierarchy of Generally Accepted
Accounting Principles (SFAS 162), which becomes effective upon approval by the
SEC. This standard sets forth the sources of accounting principles and provides
entities with a framework for selecting the principles used in the preparation
of financial statements that are presented in conformity with GAAP. It is not
expected to change any of our current accounting principles or practices and
therefore, is not expected to have a material impact on our financial
statements.

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

2.  Going Concern

The Company's financial statements are prepared on a going concern basis, which
contemplates the realization of assets and satisfaction of obligations in the
normal course of business. The Company has no source of operating revenue and
has financed operations through the sale and exchange of equity. The Company has
incurred losses since its inception aggregating $1,015,360. These conditions
raise substantial doubt about the ability of the Company to continue as a going
concern.

The Company has raised total cash proceeds of $810,300 in sales of common stock
from inception through August 31, 2008. Management believes that these proceeds
will not be sufficient to fund its operating activity and other capital resource
demands during the next twelve months.

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

3.  Oil and Gas Properties

In June, 2005, the Company purchased a 2% interest in a shut-in well in Morgan
County, Colorado in exchange for 6,000 shares of the Company's restricted common
stock, valued at $6,000. In January, 2006, the Company purchased from a related
party an additional 7.875% interest in the same property for the sum of $23,625.
The well's primary producing zones are the D-Sand, J-Sand and a variety of
shallower sands, such as the Niobrara and the Greenhorn. The Morgan County well
holds 160 acres of surrounding leasehold interest and is shut-in awaiting a
pipeline for delivery.


                                       11

<PAGE>
                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

In May, 2006, the Company purchased an additional 11.875% working interest in
the Morgan County well outlined above. As part of the same transaction, the
Company purchased an 11.875% working interest in 2 wells and 1,160 leased acres
located in Logan County, Colorado in exchange for $250,000, of which $100,000
was paid in cash at closing, and the balance of $150,000 was paid in the form of
60,000 shares of the Company's restricted common stock.

None of the wells were in production and no depletion, depreciation or
amortization was recorded. As of December 31, 2006, the Company determined that
these properties may have been impaired. Accordingly, a valuation allowance of
$223,738 to reduce the carrying value of the properties to their estimated net
realizable value was recorded as of December 31, 2006.

Effective August 31, 2007, the Company sold its interests in certain oil and gas
properties located on Logan County, Colorado for net cash proceeds of $23,922.
The value of these properties had previously been adjusted to reflect estimated
fair market value and no additional loss was recognized in connection with the
sale transaction

The Company is evaluating its remaining property to determine the appropriate
future actions that should be taken. The Company may decide to commence
production or dispose of the property. Since the interest in this property is a
minority interest, the final decision with respect to the property will be
jointly decided with the other ownership interests.

4.  Income Taxes

A reconciliation of the tax provision for 2008 and 2007 at statutory rates is
comprised of the following components:

                                                   2008           2007
                                                   ----           ----

      Tax expense (benefit) at statutory rates  $(74,000)     $ (95,000)
      Increase in estimated tax rates            (23,000)            --
      Valuation allowance                         97,000         95,000
                                                --------      ---------

      Reported tax provision                    $     --      $      --
                                                ========      =========




                                       12

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

Deferred tax assets and liabilities represent the future impact of temporary
differences between the financial statement and tax bases of assets and
liabilities. Those items consist of the following as of August 31, 2008 and
December 31, 2007:

                                                2008           2007
                                                ----           ----
      Deferred tax assets:
      Net operating loss carryforwards       $ 374,000      $ 277,000
      Less valuation allowance                (374,000)      (277,000)
                                             ---------      ---------
      Net deferred tax asset                 $      --      $      --
                                             =========      =========


Total deferred tax assets and the valuation allowance increased by approximately
$97,000 during 2008.

At August 31, 2008, the Company has tax loss carryforwards approximating
$1,012,000 that expire at various dates through 2028. At this time, the Company
is unable to determine if it will be able to benefit from its deferred tax
asset. There are limitations on the utilization of net operating loss
carryforwards, including a requirement that losses be offset against future
taxable income, if any. In addition, there are limitations imposed by certain
transactions which are deemed to be ownership changes. Accordingly, a valuation
allowance has been established for the entire deferred tax asset.

5.  Shareholders' Equity

Preferred Stock: The Company has authorized 10,000,000 shares of preferred stock
with a par value of $0.01. 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 $0.001 par value
common stock.

Reverse Stock Split:  On September 8, 2008, Brishlin shareholders approved a
reverse stock split of the outstanding shares of common stock, pursuant to which
each ten shares of Brishlin's pre-split common stock issued and outstanding was
exchanged for one share of the Company's post-split common stock. After giving
effect to the reverse stock split, there were 1,038,000 shares of Brishlin
common stock issued and outstanding. All share and per share amounts presented
in this report have been retroactively adjusted to reflect the reverse stock
split.

At inception, the Company issued 630,000 common shares to its founders for cash
proceeds of $6,300.

                                       13

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

On June 6, 2005, the Company issued 25,000 common shares to a private investor
for cash proceeds of $5,000.

During 2005, the Company issued 6,000 shares of common stock in exchange for a
2% working interest in the Stroh #1 lease. The shares were valued at $6,000. In
private transactions, the Company sold 117,500 shares of common stock at $2.00
per share for cash proceeds of $235,000.

During 2006, the Company issued 94,500 shares of common stock at $2.00 per share
for cash proceeds of $189,000. In addition, the Company issued 60,000 shares of
common stock in exchange for oil and gas properties including the Stroh #1,
Marostica #1, and Lutin #1. The shares were valued at $150,000, or $2.50 per
share, based upon the negotiated value between the seller and the buyer.

During the year ended December 31, 2007, the Company issued 45,000 shares of
common stock at $5.00 per share for cash proceeds of $225,000.

During the eight months ended August 31, 2008, the Company issued 30,000 shares
of common stock at $5.00 per share for cash proceeds of $150,000.

Effective June 16, 2008 the Company exchanged 30,000 restricted shares of common
stock,  valued at $1.67 per share,  based upon quoted market prices, for accrued
and unpaid compensation of $50,000 payable to officers.

6.   Commitments and Contingencies

Effective October 1, 2007, the Company entered into a twelve month lease on
office space in Colorado Springs, Colorado. Rental payments approximate $1,328
per month. As of August 31, 2008, future minimum lease obligations consisted of
one month's rent, approximating $1,328. Rent expense approximated $10,624 for
the eight months ended August 31, 2008, and $15,400 for the year ended December
31, 2007.

Pursuant  to  employment  agreements  with its  executive  officers  which  were
effective  from June 1, 2005  through June 30,  2008,  the officers  each earned
$5,000 per month.  Effective  June 16,  2008,  the  officers  agreed to exchange
accrued and unpaid  compensation of $50,000 for 30,000  restricted shares of the
Company's  common stock,  valued at a price of $1.67 per share,  based on quoted
market  prices.  In  anticipation  of  the  business  combination  with  Synergy
Resources  Corporation  (see Note 7), the employment  agreements were terminated
effective  June  30,  2008.  Total  compensation   expense  recorded  under  the
agreements  was $60,000 for the eight months ended August 31, 2008, and $120,000
for the year ended December 31, 2007.


                                       14

<PAGE>

                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

7.     Subsequent Events

On September 10, 2008, the Company acquired approximately 89% of the outstanding
shares of Synergy Resources Corporation  ("Synergy") pursuant to an Agreement to
Exchange Common Stock ("Share Exchange Agreement"). The Company acquired all the
remaining  outstanding  shares of Synergy in  separate  transactions.  In total,
9,960,000  shares  of  common  stock  were  issued  in  exchange  for  9,960,000
outstanding shares of Synergy.

The Share 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. 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 additional expense of
$10,185,345 will be pro-rated over the remaining vesting period.
.
In conjunction with the acquisition of Synergy, the majority of the shareholders
of the Company also voted to change its name to Synergy Resources Corporation.

On September 8, 2008, the Company's Board of Directors declared a dividend in
the form of one Series A Warrant to purchase one share of post-split common
stock for $6.00, exercisable upon issuance until the earlier of December 31,
2012, or twenty days following written notification from the Company that its
common stock had a closing price at or above $7.00 for any of twenty consecutive
trading days. Shareholders of record as of September 9, 2008, are entitled to
receive the dividend, which is payable only after receipt by the Company of an
effective date for a registration statement covering the warrants and underlying
common stock.

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.

In October 2008, certain directors and former officers paid accrued legal fees
on behalf of the Company in the amount of $17,000, which was recorded as
contributed capital.

In December 2008, the Company commenced a private offering to sell shares of its
common stock and warrants. As of January 23, 2009, the Company had received cash
proceeds of $278,001 for the sale of 185,334 common shares and warrants.

                                       15

<PAGE>


                          SYNERGY RESOURCES CORPORATION
                       (formerly Brishlin Resources, Inc.)
                         (An Exploration Stage Company)
                          NOTES TO FINANCIAL STATEMENTS
                                 August 31, 2008

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. Using the Black-Scholes-Merton option-pricing model, the Company
estimates the fair value of the options to be approximately $186,000. The
assumptions used in the model were: expected life of 5 years, stock price of
$2.00 at date of grant, volatility of 166%, dividend yield of 0%, and interest
rate of 3.13%.






                                       16

<PAGE>





 
                                  SIGNATURES


      In accordance with Section 13 or 15(a) of the Exchange Act, the Registrant
has caused this Report to be signed on its behalf by the undersigned, thereunto
duly authorized on the 26th day of January, 2009.

                                     SYNERGY RESOURCES CORPORATION


                                     By:   /s/ Ed Holloway                    
                                          ------------------------------------
                                         Ed Holloway, President

                                     By:  /s/ Frank L. Jennings      
                                          ------------------------------------
                                         Frank L. Jennings, Principal Financial
                                           and Accounting Officer

      Pursuant to the requirements of the Securities Exchange Act of l934, this
Report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

Signature                        Title                Date


/s/ Ed Holloway                Director            January 26, 2009
----------------------
Ed Holloway


/s/ William E. Scaff, Jr.      Director            January 26, 2009
----------------------
William E. Scaff, Jr.


/s/ Benjamin Barton            Director            January 26, 2009
----------------------
Benjamin Barton


/s/ Rick Wilber                Director            January 26, 2009
----------------------
Rick Wilber


/s/ Raymond E. McElhaney       Director            January 26, 2009
------------------------
Raymond E. McElhaney


/s/ Billl M. Conrad            Director            January 26, 2009
----------------------
Bill M. Conrad



                                       17

<PAGE>



                          SYNERGY RESOURCES CORPORATION

                                    FORM 10-K

                                    EXHIBITS






<PAGE>






                                  EXHIBIT 3.1.2




<PAGE>

                                                     Colorado Secretary of State
                                              Date and Time: 12/13/2007 04:42 PM
                                                          Id Number: 20051109690

                                                    Document number: 20071573265


                                              ABOVE SPACE IS FOR OFFICE USE ONLY

                              ARTICLES OF AMENDMENT

Filed pursuant to ss.7-90-301, et seq. and ss.7-110-106 of the Colorado Revised
                               Statutes (C.R.S.)

ID number:  20051109690

1. Entity name: Blue Star Energy, Inc.

2. New Entity name: Brishlin Resources, Inc.


3. None

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation
   of issued shares, the attachment states the provisions for implementing the
   amendment.

6. If the corporation's period of duration as amended is less than perpetual,
   state the date on which the period of duration
   expires                                            -----------------
                                                       (mm/dd/yyyy)
        OR

7. Delayed effective date: ----------------- (mm/dd/yyyy)

8. Name(s) and address(es) of the individual(s) causing the document to be
   delivered for filing:
                                 Hart         William           T.
                              -------------------------------------------
                                (Last) (First) (Middle)

                             1624 Washington Street.
                              -------------------------------------------
                             (Street name and number or Post Office information)

                              Denver            CO             80203
                              ------------------------------------------------
                              (City) (State) (Postal/Zip Code)



<PAGE>



                                                     Colorado Secretary of State
                                              Date and Time: 09/10/2008 11:14 AM
                                                          Id Number: 20051109690

                                                    Document number: 20081484976


                                              ABOVE SPACE IS FOR OFFICE USE ONLY

                              ARTICLES OF AMENDMENT

Filed pursuant to ss.7-90-301, et seq. and
 ss.7-110-106 of the Colorado Revised
                               Statutes (C.R.S.)

ID number:  20051109690

1. Entity name: Brishlin Resources, Inc.

2. New Entity name: Synergy Resources Corporation

3. None

4. Other amendments, if any, are attached.

5. If the amendment provides for an exchange, reclassification or cancellation
   of issued shares, the attachment states the provisions for implementing the
   amendment.

6. If the corporation's period of duration as amended is less than perpetual,
   state the date on which
   the period of duration expires                    -----------------
                                                       (mm/dd/yyyy)
        OR

7. Delayed effective date: ----------------- (mm/dd/yyyy)

8. Name(s) and address(es) of the individual(s) causing the document to be
   delivered for filing:
                                 Hart         William           T.
                              -------------------------------------------
                                (Last) (First) (Middle)

                             1624 Washington Street.
                              -------------------------------------------
                             (Street name and number or Post Office information)

                              Denver            CO             80203
                              ------------------------------------------------
                              (City) (State) (Postal/Zip Code)



<PAGE>



                                                     Colorado Secretary of State
                                           Date and Time: 12/19/2008 14:18:56 PM
                                                         Id Number: 200771598016

                                                  Document number: 20081656809 M

                                              ABOVE SPACE IS FOR OFFICE USE ONLY

                               STATEMENT OF MERGER
                     (Surviving Entity is a Domestic Entity)

Filed pursuant to ss.7-90-203.7, of the Colorado Revised Statutes (C.R.S.)

1. ID number: 200771598016

   Entity name or true name:  Synergy Resources Ltd.
                              ----------------------------------------------

    Form of entity:           Corporation
                              ----------------------------------------------

   Jurisdiction:              Colorado
                              ----------------------------------------------

   Street address:            20203 Highway 60
                              ----------------------------------------------
                             (Street number and name)

                              Platteville            CO            80651
                              ----------------------------------------------
                               (City) (State) (Zip/Postal Code)

2. For the surviving entity, its entity ID number (if applicable), entity name
or true name, form of entity, jurisdiction under the law o which it is formed,
and principal address are

    ID number:                 20051109690

    Entity name or true name:  Synergy Resources Corporation
                              ----------------------------------------------

    Form of entity:           Corporation
                              ------------------------------------------------

   Jurisdiction:              Colorado
                              ------------------------------------------------

   Street address:            20203 Highway 60
                              ------------------------------------------------
                              (Street number and name)

                              Platteville            CO            80651
                              ----------------------------------------------
                               (City) (State) (Zip/Postal Code)

3. Each merging entity has been merged into the surviving entity.

4. Not applicable.

5. Not applicable.

6. Not applicable.

7. Not applicable.




<PAGE>


8. The true name and mailing address of the individual causing this document to
be delivered for filing are


       Scaff               William             E.           Jr.
---------------------------------------------------------------------
     (Last) (First) (Middle) (Suffix)

                        20203 Highway 60
------------------------------------------------------------------------
                     (Street number and name)

       Platteville               CO                     80651
------------------------------------------------------------------------
        (City) (State) (Zip/Postal Code)










<PAGE>



                                  EXHIBIT 10.1



<PAGE>

                              EMPLOYMENT AGREEMENT


      AGREEMENT, dated as of June 11, 2008 between Synergy Resources
Corporation, a Colorado corporation (the "Company"), and Ed Holloway (the
"Employee").

      WHEREAS, the Company desires to employ the Employee, and the Employee
desires to accept such employment upon the terms and subject to the conditions
contained herein.

      NOW, THEREFORE, in consideration of the foregoing, and for the mutual
promises of the parties hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, and parties hereto agree as follows:

       1. Employment, Duties and Acceptance.

            1.1 Subject to the terms and conditions of this Agreement, the
Company hereby employs the Employee for the Term (as hereinafter defined), as
President and Chief Executive Officer. The Company will have the Employee
appointed as a director of the Company. The Employee will report to the
Company's Board of Directors. Employee will devote approximately 80% of his time
to the business of the Company. It is understood that the Employee has been, and
will continue to be, engaged in other business activities.


            1.2 The Employee hereby accepts such employment and agrees
 to render
the services described above.


            1.3 The Employee agrees to travel to Denver, Colorado on an
as-needed basis. The Company will reimburse the Employee for all travel and
lodging costs for any trips to Denver, Colorado.

            1.4 Any transactions or agreements between the Company and Petroleum
Management, LLC or Petroleum Exploration and Management, LLC will not be
considered a conflict of interest or a breach of fiduciary duty so long as the
transaction or agreement is approved by a majority of the Company's
disinterested directors in accordance with the Agreement Regarding Conflicting
Interest Transactions.

            1.5 The Company will maintain officers and directors liability
insurance, specifying the Employee as a named insured, providing coverage for
any single claim in an amount which will not be less than $2,000,000.

      2. Term of Employment.

            2.1 The Term of this Agreement (the "Term") shall commence on June
11, 2008 and shall end on June 11, 2010, unless sooner terminated pursuant to
Article 4 of this Agreement.


                                        1

<PAGE>

      3. Compensation.

            3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee a salary of $12,500 per
month for the first year and thereafter. The salary shall be subject to
negotiation.

            3.2 For the term of the agreement, upon presentation of expense
statements or vouchers or such other supporting information as the Company may
require, the Company shall pay or reimburse the Employee for all reasonable
business, business related expenses and other reasonable expenses incurred
and/or paid by Employee during the Term in the performance of the Employee's
services under this Agreement,

      4. Termination.

            4.1 If the Employee should die during the Term, this Agreement shall
terminate as of the date of the Employee's death, except that the Employee's
legal representatives shall be entitled to receive all compensation otherwise
payable to Employee through the last day of the month in which Employee's death
occurs.

            4.2 If, during the Term, the Employee shall become physically or
mentally disabled, whether totally or partially, so that the Employee is unable
substantially to perform his services hereunder for (i) a period of two
consecutive months, or (ii) for shorter periods aggregating four months during
any twelve-month period, the Company may, at any time after the last day of the
second consecutive month of disability or the day on which the shorter periods
of disability shall have equaled an aggregate of four months, by written notice
to the Employee (but before the Employee has recovered from such disability),
terminate this Agreement. Notwithstanding such disability, the Company shall
continue to pay the Employee his full salary up to and including the date of
such termination.

            4.3 In the event of (i) conviction of the Employee of any crime or
offense involving the property of the Company, or any of its subsidiaries or
affiliates, fraud or moral turpitude, and such crime or offense significantly
harms the business operations of the Company, (ii) the refusal of Employee to
follow the lawful directions of the Company's Board of Directors within a
reasonable period after delivery to Employee of written notice of such
directions (iii) the Employee's gross negligence, and such gross negligence
significantly harms the business operations of the Company (gross negligence
does not include errors of judgment, mistakes, or discretionary decisions, but
is conduct which shows a reckless or willful disregard for reasonable business
practices), or (iv) a breach of this Agreement by Employee which Employee fails
to cure within thirty days after notice from the Company's Board of Directors,
or fails to diligently pursue a cure if the breach is not able to reasonably be
cured within 30 days, then the Company may terminate Employee's employment
hereunder by written notice to Employee in which event Employee shall be
compensated as set forth herein through the date of termination.


                                        2

<PAGE>

            4.4 If an arbitrator or an arbitration panel determines that the
Company was not justified in terminating this Agreement pursuant to Section 4.2
or 4.3 the Company will be obligated to pay the Employee the compensation which
the Employee would have received had this Agreement not been terminated.

            4.5 The Employee may resign upon ten days notice if the Company's
Board of Directors materially interferes with the performance of the Employee's
duties.

      5. Confidential Information, Competition.

            5.1 In view of the fact that the Employee's work for the Company
will bring him into close contact with many confidential affairs of the Company
not readily available to the public, the Employee agrees:

     o    To  keep  secret  and  retain  in  the   strictest   confidence,   all
          confidential  matters of the Company,  including,  without limitation,
          all information concerning oil and gas properties owned by the Company
          or  which  are  under  consideration  by the  Company,  and all  other
          confidential  and  proprietary  information  of the  Company  and  its
          affiliates,  and not to disclose  such  confidential  and  proprietary
          information  to  anyone  outside  the  Company,  or to ever  use  such
          confidential  and  proprietary  information  for the personal  gain or
          benefit of the Employee  except in the course of performing his duties
          hereunder   or   with   the   Company's   express   written   consent.
          Notwithstanding the above,  confidential  information does not include
          information  which is known, or becomes known, to the Employee through
          means other than his employment with the Company.

     o    That all records of the Company,  are and shall remain the property of
          the Company at all times and to furnish on demand, all books, records,
          letters, vouchers, maps, drawings, notes or any other information that
          is  written,  photographed,  or stored in any manner  containing  data
          regarding oil and gas  properties in which the Company has an interest
          or which are under  consideration by the Company and all other Company
          records whether in original,  duplicated,  copied, transcribed, or any
          other form.

            5.2 If the Employee commits a breach, or threatens to commit a
breach, of any of the provisions of Section 5.1 hereof, the Company shall have
the following rights and remedies:

                  5.2.1 The right to have the provisions of this Agreement
      specifically enforced by any court of competent jurisdiction, it being
      acknowledged that any such breach or threatened breach shall cause
      irreparable injury to the Company and that money damages shall not provide
      an adequate remedy to the Company;

                  5.2.2 The right to recover from the Employee all money
      damages, direct, consequential, or incidental, suffered by the Company as
      a result of any acts constituting a breach of any of the provisions of
      Section 5.1.


                                        3

<PAGE>
            Each of the rights and remedies enumerated above shall be
independent of the other and shall be severally enforceable, and all of such
rights and remedies shall be in addition to, and not in lieu of, any other
rights and remedies available to the Company under law or in equity.

            5.3 All inventions made by the Employee during the employment term,
which inventions apply to the Company's business, including any improvements to
any invention in existence as of the date of this Agreement, will be assigned to
the Company. In the event any of such inventions are of a patentable nature,
Employee agrees to apply for a patent on the invention and assign any patent
rights relating to the invention to the Company. The Company will bear the costs
of any such patent applications.

            5.4 Employee understands that the Company's duties may involve
writing or drafting various documents, for the Company. Employee hereby assigns
any and all rights to such documents, to the Company, together with the right to
secure copyright therefor and all extensions and renewals of copyright
throughout the entire world. The Company shall have the right to make any and
all versions, omissions, additions, changes, specifications and adaptions, in
whole or in part, with respect to such documents, brochures or publications.

      6. Indemnification.

      The Company shall indemnify the Employee to the extent permitted by
Colorado law against all costs, charges and expenses including attorneys' fees,
incurred or sustained by his in connection with any action, suit or proceeding
to which he may be made a party by reason of his being an officer, director or
employee of the Company or of any subsidiary or affiliate of the Company.

      7. Notices.

      All notices, requests, consents and other communications, required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid electronic
transmission or mailed first class, postage prepaid, by registered or certified
mail or delivered by an overnight courier service (notices sent by electronic
transmission, mail or courier service shall be deemed to have been given on the
date sent), as follows (or to such other address as either party shall designate
by notice in writing to the other):

      If to the Company:

           Synergy Resources Corporation
           600 17th Street, Suite 2800
           Denver, Colorado 80202


                                        4

<PAGE>


       If to the Employee:


           Ed Holloway
           20203 Highway 60
           Platteville, CO 80651

      8. General.

            8.1 This Agreement shall be governed by, and enforced in accordance
with, the laws of the State of Colorado. If any part of this Agreement is
contrary to, prohibited by or deemed invalid under any applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the
extent so contrary, prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given full force and effect so far as possible.

            8.2 The article and section headings in this Agreement are for
reference only and shall not in any way affect the interpretation of this
Employment Agreement.

            8.3 This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof.

            8.4 This Agreement, and the Employee's rights and obligations
hereunder, may not be assigned by the Employee. The Company may assign this
Agreement and its rights, together with its obligations, hereunder in connection
with any sale, transfer or other disposition of all or substantially all of its
business or assets and in such event, the obligations of the Company hereunder
shall be binding on its successors or assigns, whether by merger, consolidation
or the acquisition of all or substantially all of the Company's business or
assets.

            8.5 This Agreement may be amended, modified, superseded, cancelled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument executed by both of the parties hereto or, in the case of a waiver,
by the party waiving compliance. The failure of either party at any time or
times to require performance of any provision in this Agreement (whether by
conduct or otherwise) shall in no manner be deemed to be, or construed as, a
further or continuing waiver of any such breach, or a waiver of the breach of
any other term or covenant of this Agreement.

            8.6 As used herein, the term "subsidiary" shall mean any corporation
or other business entity controlled by the Company; and the term "affiliate"
shall mean and include any corporation or other business entity controlling,
controlled by, or under common control with the Company.

            8.7 Following Employee's termination of employment and as a
director, any actions taken by Employee involving the oil and gas industry will
not be deemed any conflict of interest, or other violation of this agreement,
even if Employee is a shareholder, so long as the Employee does not use any
trade secrets or confidential information, as defined herein, of the Company in
order to engage in such activity.

                                        5

<PAGE>

            8.8 All disputes arising out of or in connection with this
agreement, or in respect of any legal relationship associated with or derived
from this agreement, shall be arbitrated and finally resolved in Denver,
Colorado, pursuant to the commercial arbitration rules of the American
Arbitration Association.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                               SYNERGY RESOURCES CORPORATION



                               By /s/ William E. Scaff, Jr.
                                  ----------------------------
                                  Authorized Officer


                               EMPLOYEE


                                 /s/ Ed Holloway
                               ----------------------------
                               Ed Holloway




                                        6

<PAGE>




                                  EXHIBIT 10.2



<PAGE>


                              EMPLOYMENT AGREEMENT


     AGREEMENT, dated as of June 11, 2008 between Synergy Resources Corporation,
a  Colorado  corporation  (the  "Company"),  and  William  E.  Scaff,  Jr.  (the
"Employee").

      WHEREAS, the Company desires to employ the Employee, and the Employee
desires to accept such employment upon the terms and subject to the conditions
contained herein.

      NOW, THEREFORE, in consideration of the foregoing, and for the mutual
promises of the parties hereinafter contained, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby expressly
acknowledged, and parties hereto agree as follows:

      1. Employment, Duties and Acceptance.

            1.1 Subject to the terms and conditions of this Agreement, the
Company hereby employs the Employee for the Term (as hereinafter defined), as
Chief Financial Officer, Secretary and Treasurer. The Company will have the
Employee appointed as a director of the Company. The Employee will report to the
Company's Board of Directors. Employee will devote approximately 80% of his time
to the business of the Company. It is understood that the Employee has been, and
will continue to be, engaged in other business activities.

            1.2 The Employee hereby accepts such employment
 and agrees to render
the services described above.

            1.3 The Employee agrees to travel to Denver, Colorado on an
as-needed basis. The Company will reimburse the Employee for all travel and
lodging costs for any trips to Denver, Colorado.

            1.4 Any transactions or agreements between the Company and Petroleum
Management, LLC or Petroleum Exploration and Management, LLC will not be
considered a conflict of interest or a breach of fiduciary duty so long as the
transaction or agreement is approved by a majority of the Company's
disinterested directors in accordance with the Agreement Regarding Conflicting
Interest Transactions.

            1.5 The Company will maintain officers and directors liability
insurance, specifying the Employee as a named insured, providing coverage for
any single claim in an amount which will not be less than $2,000,000.

      2. Term of Employment.

            2.1 The Term of this Agreement (the "Term") shall commence on June
11, 2008 and shall end on June 11, 2010, unless sooner terminated pursuant to
Article 4 of this Agreement.


                                        1

<PAGE>


      3. Compensation.

            3.1 As full compensation for all services to be rendered pursuant to
this Agreement, the Company agrees to pay the Employee a salary of $12,500 per
month for the first year and thereafter. The salary shall be subject to
negotiation.

            3.2 For the term of the agreement, upon presentation of expense
statements or vouchers or such other supporting information as the Company may
require, the Company shall pay or reimburse the Employee for all reasonable
business, business related expenses and other reasonable expenses incurred
and/or paid by Employee during the Term in the performance of the Employee's
services under this Agreement,

      4. Termination.

            4.1 If the Employee should die during the Term, this Agreement shall
terminate as of the date of the Employee's death, except that the Employee's
legal representatives shall be entitled to receive all compensation otherwise
payable to Employee through the last day of the month in which Employee's death
occurs.

            4.2 If, during the Term, the Employee shall become physically or
mentally disabled, whether totally or partially, so that the Employee is unable
substantially to perform his services hereunder for (i) a period of two
consecutive months, or (ii) for shorter periods aggregating four months during
any twelve-month period, the Company may, at any time after the last day of the
second consecutive month of disability or the day on which the shorter periods
of disability shall have equaled an aggregate of four months, by written notice
to the Employee (but before the Employee has recovered from such disability),
terminate this Agreement. Notwithstanding such disability, the Company shall
continue to pay the Employee his full salary up to and including the date of
such termination.

            4.3 In the event of (i) conviction of the Employee of any crime or
offense involving the property of the Company, or any of its subsidiaries or
affiliates, fraud or moral turpitude, and such crime or offense significantly
harms the business operations of the Company, (ii) the refusal of Employee to
follow the lawful directions of the Company's Board of Directors within a
reasonable period after delivery to Employee of written notice of such
directions (iii) the Employee's gross negligence, and such gross negligence
significantly harms the business operations of the Company (gross negligence
does not include errors of judgment, mistakes, or discretionary decisions, but
is conduct which shows a reckless or willful disregard for reasonable business
practices), or (iv) a breach of this Agreement by Employee which Employee fails
to cure within thirty days after notice from the Company's Board of Directors,
or fails to diligently pursue a cure if the breach is not able to reasonably be
cured within 30 days, then the Company may terminate Employee's employment
hereunder by written notice to Employee in which event Employee shall be
compensated as set forth herein through the date of termination.

                                        2

<PAGE>

            4.4 If an arbitrator or an arbitration panel determines that the
Company was not justified in terminating this Agreement pursuant to Section 4.2
or 4.3 the Company will be obligated to pay the Employee the compensation which
the Employee would have received had this Agreement not been terminated.

            4.5 The Employee may resign upon ten days notice if the Company's
Board of Directors materially interferes with the performance of the Employee's
duties.

      5. Confidential Information, Competition.

            5.1 In view of the fact that the Employee's work for the Company
will bring him into close contact with many confidential affairs of the Company
not readily available to the public, the Employee agrees:

     o    To  keep  secret  and  retain  in  the   strictest   confidence,   all
          confidential  matters of the Company,  including,  without limitation,
          all information concerning oil and gas properties owned by the Company
          or  which  are  under  consideration  by the  Company,  and all  other
          confidential  and  proprietary  information  of the  Company  and  its
          affiliates,  and not to disclose  such  confidential  and  proprietary
          information  to  anyone  outside  the  Company,  or to ever  use  such
          confidential  and  proprietary  information  for the personal  gain or
          benefit of the Employee  except in the course of performing his duties
          hereunder   or   with   the   Company's   express   written   consent.
          Notwithstanding the above,  confidential  information does not include
          information  which is known, or becomes known, to the Employee through
          means other than his employment with the Company.

     o    That all records of the Company,  are and shall remain the property of
          the Company at all times and to furnish on demand, all books, records,
          letters, vouchers, maps, drawings, notes or any other information that
          is  written,  photographed,  or stored in any manner  containing  data
          regarding oil and gas  properties in which the Company has an interest
          or which are under  consideration by the Company and all other Company
          records whether in original,  duplicated,  copied, transcribed, or any
          other form.

            5.2 If the Employee commits a breach, or threatens to commit a
breach, of any of the provisions of Section 5.1 hereof, the Company shall have
the following rights and remedies:

                  5.2.1 The right to have the provisions of this Agreement
      specifically enforced by any court of competent jurisdiction, it being
      acknowledged that any such breach or threatened breach shall cause
      irreparable injury to the Company and that money damages shall not provide
      an adequate remedy to the Company;

                  5.2.2 The right to recover from the Employee all money
      damages, direct, consequential, or incidental, suffered by the Company as
      a result of any acts constituting a breach of any of the provisions of
      Section 5.1.

                                        3

<PAGE>

            Each of the rights and remedies enumerated above shall be
      independent of the other and shall be severally enforceable, and all of
      such rights and remedies shall be in addition to, and not in lieu of, any
      other rights and remedies available to the Company under law or in equity.

            5.3 All inventions made by the Employee during the employment term,
which inventions apply to the Company's business, including any improvements to
any invention in existence as of the date of this Agreement, will be assigned to
the Company. In the event any of such inventions are of a patentable nature,
Employee agrees to apply for a patent on the invention and assign any patent
rights relating to the invention to the Company. The Company will bear the costs
of any such patent applications.

            5.4 Employee understands that the Company's duties may involve
writing or drafting various documents, for the Company. Employee hereby assigns
any and all rights to such documents, to the Company, together with the right to
secure copyright therefor and all extensions and renewals of copyright
throughout the entire world. The Company shall have the right to make any and
all versions, omissions, additions, changes, specifications and adaptions, in
whole or in part, with respect to such documents, brochures or publications.

      6. Indemnification.

      The Company shall indemnify the Employee to the extent permitted by
Colorado law against all costs, charges and expenses including attorneys' fees,
incurred or sustained by his in connection with any action, suit or proceeding
to which he may be made a party by reason of his being an officer, director or
employee of the Company or of any subsidiary or affiliate of the Company.

      7. Notices.

      All notices, requests, consents and other communications, required or
permitted to be given hereunder, shall be in writing and shall be deemed to have
been duly given if delivered personally or sent by prepaid electronic
transmission or mailed first class, postage prepaid, by registered or certified
mail or delivered by an overnight courier service (notices sent by electronic
transmission, mail or courier service shall be deemed to have been given on the
date sent), as follows (or to such other address as either party shall designate
by notice in writing to the other):

      If to the Company:

           Synergy Resources Corporation
           600 17th Street, Suite 2800
           Denver, Colorado 80202


                                        4

<PAGE>

      If to the Employee:

           William E. Scaff, Jr.
           20203 Highway 60
           Platteville, CO 80651

      8. General.

            8.1 This Agreement shall be governed by, and enforced in accordance
with, the laws of the State of Colorado. If any part of this Agreement is
contrary to, prohibited by or deemed invalid under any applicable law or
regulation, such provision shall be inapplicable and deemed omitted to the
extent so contrary, prohibited or invalid, but the remainder hereof shall not be
invalidated thereby and shall be given full force and effect so far as possible.

            8.2 The article and section headings in this Agreement are for
reference only and shall not in any way affect the interpretation of this
Employment Agreement.

            8.3 This Agreement sets forth the entire agreement and understanding
of the parties relating to the subject matter hereof and supersedes all prior
agreements, arrangements and understandings, written or oral, relating to the
subject matter hereof.

            8.4 This Agreement, and the Employee's rights and obligations
hereunder, may not be assigned by the Employee. The Company may assign this
Agreement and its rights, together with its obligations, hereunder in connection
with any sale, transfer or other disposition of all or substantially all of its
business or assets and in such event, the obligations of the Company hereunder
shall be binding on its successors or assigns, whether by merger, consolidation
or the acquisition of all or substantially all of the Company's business or
assets.

            8.5 This Agreement may be amended, modified, superseded, cancelled,
renewed or extended, and the terms hereof may be waived, only by a written
instrument executed by both of the parties hereto or, in the case of a waiver,
by the party waiving compliance. The failure of either party at any time or
times to require performance of any provision in this Agreement (whether by
conduct or otherwise) shall in no manner be deemed to be, or construed as, a
further or continuing waiver of any such breach, or a waiver of the breach of
any other term or covenant of this Agreement.

            8.6 As used herein, the term "subsidiary" shall mean any corporation
or other business entity controlled by the Company; and the term "affiliate"
shall mean and include any corporation or other business entity controlling,
controlled by, or under common control with the Company.

            8.7 Following Employee's termination of employment and as a
director, any actions taken by Employee involving the oil and gas industry will
not be deemed any conflict of interest, or other violation of this agreement,
even if Employee is a shareholder, so long as the Employee does not use any
trade secrets or confidential information, as defined herein, of the Company in
order to engage in such activity.


                                        5

<PAGE>


            8.8 All disputes arising out of or in connection with this
agreement, or in respect of any legal relationship associated with or derived
from this agreement, shall be arbitrated and finally resolved in Denver,
Colorado, pursuant to the commercial arbitration rules of the American
Arbitration Association.

         IN WITNESS WHEREOF, the parties have executed this Agreement as of the
date first above written.

                               SYNERGY RESOURCES CORPORATION



                               By /s/ Ed Holloway
                                  ----------------------------
                                  Authorized Officer


                               EMPLOYEE


                               /s/ William E. Scaff, Jr.
                               ----------------------------
                               William E. Scaff, Jr.





                                        6

<PAGE>





                                  EXHIBIT 10.3



<PAGE>

                        ADMINISTRATIVE SERVICES AGREEMENT

     Synergy   Resources  Inc.   ("Synergy")  and  Petroleum   Management,   LLC
("Petromanagement") agree as follows:

1. Petromanagement will provide the following to Synergy:

     A.   Office space and equipment yard at 20203 Highway 60, Platteville,
          Colorado 80651, Colorado for $10,000 per month.
     B.   Secretarial service, word processing, answering service, office
          equipment, telephone, fax, email and office supplies for $10,000 per
          month. Postage and courier charges will be billed separately at cost.
     C.   Additional employees as may be needed in-house such as a landmen,
          accountants and operations personnel, whose salary, compensation and
          benefits shall be charged to Synergy at cost.
     D.   Geologists, engineers, landmen and other independent contractor oil
          and gas professionals on an as needed basis. The charge for providing
          the services of such professionals will be the actual cost billed by
          such professionals to Petromanagement or billed to Synergy.

2.   All amounts payable to Petromanagement by Synergy will be due within 30
     days of invoicing by Petromanagement.

3.   Either party may terminate this Agreement on 30 days notice to the other
     party. If this Agreement is terminated by Synergy
 prior to June 30, 2008
     and for reasons other than the breach of any provisions of this Agreement
     by Petromanagement, then Synergy will pay Petromanagement a termination fee
     equal to that paid pursuant to Section 1 of this Agreement for the prior 60
     days.

4.   Any dispute relating to this Agreement will be settled through binding
     arbitration in Denver, Colorado in accordance with the commercial
     arbitration rules of the American Arbitration Association.

DATED:  June 11, 2008

 AGREED TO AND ACCEPTED:
                                           SYNERGY RESOURCES, INC.


                                           By /s/ Ed Holloway
                                              -----------------------------
                                              Ed Holloway, President


                                           PETROLEUM MANAGEMENT, LLC


                                           By /s/ William E. Scaff, Jr.
                                              -----------------------------
                                              Authorized Officer



<PAGE>



                                  EXHIBIT 10.4



<PAGE>

                               AGREEMENT REGARDING
                        CONFLICTING INTEREST TRANSACTIONS

      The parties agree as follows:

1. Any transaction between Synergy Resources Corporation (the "Company") and

     o    Ed Holloway
     o    William E. Scaff, Jr.
     o    Petroleum Management, LLC
     o Petroleum Exploration and Management, LLC o HS Land & Cattle, LLC o or
     any affiliates of the above

      (each of the foregoing a "Member" and collectively the "Petromanagement
Group") must be approved by a majority of the Company's disinterested directors.
If the Company has only one disinterested director at the time any approval is
required, then the approval of the sole disinterested director will be required.

      2. In the event any Member of the Petromanagement Group is presented with
or becomes aware of a Potential Transaction which the Member believes would be
of interest to the Company, the Member will deliver to the Company a notice
which will:

      (i) Offer the Company the right to participate in the Potential
Transaction upon the terms described in the Notice.

      (ii) Identify the persons or entities involved with the Potential
Transaction,

      (iii) Disclose the interest the Member has in any property in proximity to
the property involved in the Potential Transaction, if the Member
 would benefit
from the Potential Transaction.

      (iv) The percentage, not to exceed 25% without the consent of the Company,
which the Member elects to participate in the Potential Transaction and the
terms of such participation if different from those offered to the Company.

      (v) The interest the Member has in any entity (drilling contractor,
engineering firm, operator, supplier etc.) which may be involved in the
Potential Transaction.

      (vi) The interest the Member has or may receive (separate and apart from
that in (iv) above) in any property involved in the Potential Transaction.

      For the purposes of this Agreement:

      "Member" includes any affiliate of the Member.


                                        1

<PAGE>

      "Affiliate" means any person or entity controlling or controlled by the
Member or any entity in which the Member owns or controls in excess of 25% of
the entity's equity or voting interests or both.

      A "Potential Transaction" means the opportunity to acquire an interest in
an oil or gas lease or well or to pay all or part of the costs of drilling one
or more oil or gas wells. A Potential Transaction does not include a right to
acquire an interest in an oil or gas lease or to participate in the drilling of
an oil or gas well which any Member had as of the date of this Agreement or any
right later acquired by any Member which resulted from any contract to which any
Member was a party as of the date of this Agreement.

      3. To accept the offer to participate in the Potential Transaction, the
Company must deliver a written notice to the Member within five days of the date
the notice of the Potential Transaction (with all information required by
Section 2) is presented to the Company. In its notice the Company must agree to
participate in the Potential Transaction on the terms offered and provide
reasonable evidence to the Member of the Company's ability to pay its share of
the cost of the Potential Transaction.

      4. If the Company does not provide the notice described in Section 3 the
Member may participate in the Potential Transaction, but only upon terms and
conditions that are not more favorable to the Member than those offered to the
Company. If the Member does not enter into the Potential Transaction, the
provisions of Section 2 will apply to the Potential Transaction if it is again
available to the Member on more favorable terms than those previously available.

      5. This Agreement will expire as to Ed Holloway, and to any person who is
an affiliate of Mr. Holloway only, when Mr. Holloway is no longer an officer or
director of the Company. This Agreement will expire as to William E. Scaff, Jr.,
and to any person who is an affiliate of Mr. Scaff only, when Mr. Scaff is no
longer an officer or director of the Company. This Agreement will expire as to
all other Members when neither Mr. Holloway nor Mr. Scaff are officers or
directors of the Company. Any Member may participate freely in any transaction
which is not subject to this Agreement. Any transaction not subject to this
Agreement will not be considered a conflict of interest.

      Following Ed Holloway's termination of employment and as a director, any
actions taken by Mr. Holloway involving the oil and gas industry will not be
deemed a conflict of interest, or other violation of this agreement, even if Mr.
Holloway is a shareholder, so long as Mr. Holloway does not use any trade
secrets or confidential information, as defined in Mr. Holloway's Employment
Agreement, of the Company in order to engage in such activity.

      Following William E. Scaff, Jr.'s termination of employment and as a
director, any actions taken by Mr. Scaff involving the oil and gas industry will
not be deemed a conflict of interest, or other violation of this agreement, even
if Mr. Scaff is a shareholder, so long as Mr. Scaff does not use any trade
secrets or confidential information, as defined in Mr. Scaff's Employment
Agreement, of the Company in order to engage in such activity.


                                        2

<PAGE>


      6. Any dispute in any manner relating to this agreement will be settled by
binding arbitration in Denver, Colorado in accordance with the Commercial
Arbitration Rules of the American Arbitration Association.

      AGREED AND ACCEPTED:
                                        SYNERGY RESOURCES CORPORATION

                                        By: /s/ Ed Holloway
                                           ------------------------------
                                            President

                                        /s/ Ed Holloway
                                        ------------------------------
                                        Ed Holloway


                                       /s/ William E. Scaff, Jr.
                                       ----------------------------------
                                       William E. Scaff, Jr.


                                       Petroleum Management, LLC

                                       By: /s/ William E. Scaff, Jr.
                                           ------------------------------
                                           Authorized Officer


                                      Petroleum Exploration and Management, LLC

                                      By: /s/ Ed Holloway
                                          ------------------------------
                                          Authorized Officer


                                      HS Land & Cattle, LLC


                                      By: /s/ William E. Scaff, Jr.
                                          ------------------------------
                                          Authorized Officer


                                        3

<PAGE>



                                  EXHIBIT 10.5



<PAGE>

                          SYNERGY RESOURCES CORPORATION
                           600 17th Street, 2800 South
                             Denver, Colorado 80202
                                 (720) 359-1591


                                 August 7, 2008


Ed Holloway
Petroleum Management LLC
20203 Highway 60
Platteville, CO 80651

      Re:    Proposed Assignment of Oil and Gas Interests

Dear Mr. Holloway,
                  -

      The purpose of this letter is to summarize the principal terms pursuant to
which it is intended Synergy Resources Corporation (SRC) will acquire certain
working interests in certain oil and gas leases in Weld County, Colorado from
Petroleum Management, LLC and/or Petroleum Exploration & Management, LLC
(collectively "PM"). This letter sets forth the principal terms of such
agreement as follows:

     1. Oil and Gas Working Interests/Prospects Available for Assignment. PM has
     certain working interests available for assignment to SRC, subject to the
     conditions set forth herein, and such working interests shall be made
     available for assignment if the conditions are met by Synergy. The
     properties under lease ("Prospects") and available for working interest
     ownership assignment are attached as Exhibit A. The conditions of the
     parties entering into an Assignment of Oil and Gas Interests are as
     follows:

     a. SRC has successfully completed its merger
 with Brishlin and additional
     funding in the amount of a sale of 2,000,000 shares at $3.50 each (total $7
     million minimum).
     b. This funding occurs on or before November 1, 2008. c. If only partial
     funding is accomplished by SRC, then a reduced
          percentage of working interest ownership may be reflected in the
          Assignment, subject to both parties' approval. Pending the November 1,
          2008 deadline, PM will not sell or assign the interest set forth on
          Exhibit A to any other third party. All of the working interests
          conveyed will be at a 75% net revenue interest and a $1,000 lease cost
          per net acre. The percentage of working interest ownership may vary
          with each Prospect. Additional Prospects may be made available with
          additional funding received by Synergy.

<PAGE>

      2. Deposit. In order to hold this working interest SRC will deliver, at
the signing of this letter, $100,000.00 in certified funds or by wire transfer
to PM. These funds are refundable, and if the transaction contemplated herein
does not occur, these monies will be returned to SRC. If the transaction
contemplated herein does occur, then this amount shall be applied to the
purchase price of the Assignment of Oil and Gas Interests.

      3. Assignment of Oil and Gas Interests. Immediately upon execution of this
Letter of Intent, the Parties shall diligently cause to be prepared a form of
Assignment of Oil and Gas Interests ("Assignment") on or before November 1,
2008, containing provisions in accordance with the foregoing, together with such
other appropriate terms and conditions as are customary in such assignments. The
Assignment shall be recorded in the records of the Clerk and Recorder of Weld
County, Colorado, upon closing. The Assignment shall also provide that, pending
the closing date, SRC and its representatives shall at all times have access to
all pertinent data and other information as its representatives shall request
from time to time.

      4. Confidentiality. It is, of course, understood that all access,
investigations and contact to be conducted by either party or its
representatives shall be conducted and maintained in strict confidence, and
should the transactions contemplated by this Letter of Intent not be completed
for any reason whatsoever, each party and its representatives shall keep
confidential any information concerning the others' operations and business and
shall return all documentation to the originating party.

      5. Conditions. The Assignment shall provide that the obligations of SRC
and PM are expressly subject to, among other provisions, the following:

     a.   Review and approval of the Assignment by the respective Boards of
          Directors of SRC and PM;

     b.   A favorable review by counsel of the good and marketable title of PM
          to the Prospects listed on Exhibit A;

     c.   The receipt by each Party of a favorable opinion of counsel to the
          other relating to such matter as are customarily delivered in
          connection with the Assignment contemplated hereby;

     d.   The completeness and accuracy at all times up to and including the
          closing, of the representations, warranties, agreements and covenants
          of the Parties as contained in the Assignment; and

      6. Expiration. This Letter of Intent shall expire on the earliest to occur
of the following events:

     a.   The effective date of the Assignment;

     b.   November 1, 2008; or 
<PAGE>

     c.   The date of termination of this Letter of Intent by the mutual consent
          of PM and SRC in writing.

      7. Miscellaneous. PM and SRC agree to diligently and timely negotiate in
good faith toward a definitive Assignment satisfactory to each Party. During the
term following execution of this Letter of Intent and until the Letter of Intent
is terminated as provided herein, PM shall not enter into or otherwise undertake
negotiations or execute agreements pertaining to the Assignment of this working
interest with any third party. It is, of course, understood that this Letter of
Intent is intended to be, and shall be construed only as, a statement of intent
summarizing and evidencing the discussions between the Parties and is not an
agreement with respect to the transactions contemplated hereby and is not
binding on either Party until the Assignment is executed and delivered by the
Parties and at that time, the respective rights and obligations of the Parties
shall be only as defined in the Assignment; provided, however, that the
respective obligations of SRC and PM under paragraphs 3, 4, 5 and 6 shall be
binding upon you and us when this Letter of Intent is executed by you and
returned to us.

      8. Costs. Whether or not the transactions contemplated hereby are
consummated, each Party shall pay its own costs in connection with this Letter
of Intent and the obligations contemplated thereby.

      If the foregoing meets with your approval, please execute it on behalf of
the Company and return the duplicate to us, whereupon the letter shall
constitute the Letter of Intent between us in accordance with the terms and
conditions set forth above. We agree that facsimile signatures shall have the
same force and effect as originals for all purposes intended hereby.

                                    Respectfully submitted,


                                    SYNERGY RESOURCES CORPORATION


                                    By: /s/ William E. Scaff, Jr.
                                        --------------------------------------
                                        William Scaff, Vice President


                                    PETROLEUM MANAGEMENT LLC


                                    By: /s/ Ed Holloway
                                        --------------------------------------
                                        Edward Holloway, Managing Member



<PAGE>


                              EXHIBIT A - Prospects

Oil and Gas Leases currently owned by PM or its affiliates as to the following
property:

     1.   South 1/2 of Section 16, Township 4 North, Range 67 West, Weld County,
          Colorado.

     2.   Northwest  1/4 of Section 21,  Township 5 North,  Range 66 West,  Weld
          County, Colorado.

     3.   Northwest  1/4 of Section 4,  Township  5 North,  Range 66 West,  Weld
          County, Colorado.












<PAGE>

                                  AMENDMENT TO
                                LETTER AGREEMENT

                              Dated August 7, 2008


      The Parties agree that the November 1, 2008 date appearing in Sections
1.b, 3, and 6(b) of the Letter Agreement between the Parties dated August 7,
2008 is amended to August 31, 2009.





Dated:  November 1, 2008            SYNERGY RESOURCES CORPORATION





                                    By:  /s/ Ed Holloway
                                         -------------------------------------
                                         Ed Holloway, President



                                    PETROLEUM EXPLORATION AND MANAGEMENT, LLC


                                    By:  /s/ William E. Scaff, Jr.
                                         -------------------------------------
                                         Manager







<PAGE>



                                  EXHIBIT 10.6



<PAGE>

                              CONSULTING AGREEMENT

      This Consulting Agreement (the "Agreement"), effective as of June 1, 2008,
is entered into by and between Synergy Resources Corporation, a Colorado
corporation (herein referred to as "the Company") and Energy Capital Advisors
(herein referred to as "the Consultant").

                                    RECITALS

      In consideration of the promises and the mutual covenants and agreements
hereinafter set forth, the parties hereto covenant and agree as follows:

      1. Term. The Company hereby agrees to retain the Consultant to act in a
consulting capacity to the Company and the Consultant hereby agrees to provide
services to the Company commencing on June 1, 2008 and ending on May 31, 2009.
Notwithstanding the above, if the Company's capital, paid-in capital and
additional paid-in capital accounts do not exceed:

     o $2,500,000 by September 1, 2008; o $5,000,000 by December 1, 2008; or o
     $7,500,000 by March 1, 2009;

then the Company may terminate this Agreement at any time by providing notice of
such termination to the Consultant.

      2. Duties of Consultant. The Consultant agrees that it will generally
provide the following specified consulting services during the term specified in
Section 1. Consultant will comply with all federal and state
 laws, rules and
regulations in providing these services.

            (a) Consult and assist the Company in implementing appropriate plans
and means for raising capital.

            (b) Introduce the Company to the financial community;

            (c) With the cooperation of the Company, maintain an awareness
during the term of this Agreement of the Company's plans and strategy, as they
may evolve during such period, and consult and assist the Company in
communicating appropriate information regarding such plans, strategy and
personnel to the financial community;

            (d) Assist and consult the Company with respect to its relations
with analysts and other investment professionals;

            (e) Upon the Company's direction and approval, disseminate
information regarding the Company to investment community professionals;

            (f) Upon the Company's approval, conduct meetings, in person or by
telephone, with analysts and other investment professionals to communicate with
them regarding the Company's plans, goals and activities, and assist the Company
in preparing for press conferences and other forums involving the media,
investment professionals and the general investment public;

                                        1

<PAGE>

      3. Allocation of Time and Energy. The Consultant hereby promises to
perform and discharge faithfully its services which may be assigned to the
Consultant from time to time so long as the services provided are in compliance
with applicable securities laws and regulations. Consultant will diligently
provide the consulting services required hereunder. Although no specific
hours-per-day requirement will be required, Consultant and the Company agree
that Consultant will perform the duties set forth herein above in a diligent and
professional manner and on a "best efforts" basis.

      4. Remuneration. As full and complete compensation for services described
in this Agreement, the Company shall pay the Consultant $30,000 per month.


      5. Non-Assignability of Services. Consultant's duties under this Agreement
may not be assigned by the Consultant to any third party without the written
consent of the Company.

      6. Expenses. Consultant agrees to pay for the following expenses:

     A. Compensation for the Consultant's employees and advisors; B. Telephone
     and internet changes; C. Rent for the Denver, CO office; and D. All costs
     relating to the Company's initial private offerings of $1.00
          and $1.50 per share, including sales commissions, printing offering
          materials, postage and courier expenses and investor meetings
          (including luncheons and dinners), but excluding legal fees and
          expenses.

      The Company will be responsible for all other expenses relating to its
operations, including website development/hosting, as well as expenses relating
to the formation of the Company, the preparation of this Agreement, employment
agreements, consultant agreements, and related agreements involving the
formation of the Company. The Company will reimburse the Consultant for all out
of pocket expenses incurred by the Consultant on behalf of the Company (other
than out of pocket expenses pertaining to the services described in A through D
above), provided that any such expense must be approved by the Company in
writing prior to the Company incurring an obligation for reimbursement.

      7. Representations. Consultant represents to the Company that, to the best
of its knowledge, Consultant is not the subject of any investigation, claim,
decree or judgment involving any violation of the SEC or securities laws. The
Company represents to the Consultant that, (i) to the best of its knowledge, the
Company is not the subject of any investigation, claim, decree or judgment
involving any violation of the SEC or securities laws, and (ii) all written
documents or materials furnished to Consultant by the Company with respect to
financial affairs, operations, profitability and strategic planning of the
Company are accurate and Consultant may rely upon the accuracy thereof without
independent investigation.


                                        2

<PAGE>

      8. Status as Independent Contractor. Consultant's engagement pursuant to
this Agreement shall be as independent contractor, and not as an employee,
officer or other agent of the Company. Neither party to this Agreement shall
represent or hold itself out to be the employer or employee of the other.
Consultant further acknowledges the consideration provided in this Agreement is
a gross amount of consideration and that the Company will not withhold from such
consideration any amounts as to income taxes, social security payments or any
other payroll taxes. All such income taxes and other such payment shall be made
or provided for by Consultant and the Company shall have no responsibility or
duties regarding such matters. Neither the Company nor the Consultant possesses
the authority to bind each other in any agreements without the express written
consent of the entity to be bound.

      9. Attorney's Fees. If any legal action or any arbitration or other
proceeding is brought for the enforcement or interpretation of this Agreement,
or because of an alleged dispute, breach, default or misrepresentation in
connection with or related to this Agreement, the successful or prevailing party
shall be entitled to recover reasonable attorneys' fees and other costs in
connection with that action or proceeding, in addition to any other relief to
which it or they may be entitled.

      10. Waiver. The waiver by either party of a breach of any provision of
this Agreement by the other party shall not operate or be construed as a waiver
of any subsequent breach by such other party.

      11. Notices. All notices, requests, and other communications hereunder
shall be deemed to be duly given if sent by U.S. mail, postage prepaid,
addressed as follows:

                          Synergy Resources Corporation
                                20203 Highway 60
                              Platteville, CO 80651


                             Energy Capital Advisors
                                  600 17th St.
                                Suite 2800 South
                                Denver, CO 80202


      12. Choice of Law, Jurisdiction and Venue. This Agreement shall be
governed by, construed and enforced in accordance with the laws of Colorado.

      13. Arbitration. Any controversy or claim arising out of or relating to
this Agreement, or the alleged breach thereof, shall be settled by binding
arbitration in Denver, Colorado in accordance with the Commercial Arbitration
Rules of the American Arbitration Association, Inc., and judgment on the award
rendered by the arbitrator(s) shall be binding on the parties and may be entered
in any court.

                                        3

<PAGE>

14. Complete Agreement. This Agreement contains the entire agreement of the
parties relating to the subject matter hereof. This Agreement and its terms may
not be changed orally but only by an agreement in writing signed by the party
against whom enforcement of any waiver, change, modification, extension or
discharge is sought.


AGREED TO:                          SYNERGY RESOURCES CORPORATION


                                    By: /s/ Ed Holloway
                                        ---------------------------------------
                                        Authorized Officer



                                    ENERGY CAPITAL ADVISORS


                                    By : /s/ John Barton
                                         -----------------------------------
                                         Authorized Officer


                                        4

<PAGE>





                                   EXHIBIT 14




<PAGE>

                          SYNERGY RESOURCES CORPORATION

                     CODE OF ETHICS FOR PRINCIPAL EXECUTIVE
                          AND SENIOR FINANCIAL OFFICERS


                                       I.
                            Introduction and Purpose

      This Code of Ethics for Principal Executive and Senior Financial Officers
(hereinafter referred to as the "Code") helps maintain standards of business
conduct and ensures compliance with legal requirements, specifically, but not
limited to, Section 406 of the Sarbanes-Oxley Act of 2002 and SEC rules
promulgated thereby for Synergy Resources Corporation (hereinafter referred to
as the "Company").

      In addition to securing compliance with legal requirements, the purpose of
the Code is to deter wrongdoing and promote ethical conduct, and full, fair,
accurate, timely, and understandable disclosure of financial information in the
periodic reports of the Company. The matters covered in this Code are of the
utmost importance to the Company, our stockholders and our business partners,
and are essential to our ability to conduct our business in accordance with our
stated values.

      Principal and Financial executives hold an important and elevated role in
corporate governance and are uniquely capable and empowered to ensure that
stockholders' interests are appropriately
 balanced, protected and preserved.
Accordingly, this Code provides principles to which financial executives are
expected to adhere and advocate. This Code embodies rules regarding individual
and peer responsibilities, as well as responsibilities to the company, the
public and others.

                                       II.
                                   Application

      This Code is applicable to the following persons (hereinafter referred to
as the "Officers"):

     1. The Company's principal executive officers; 2. The Company's principal
     financial officers;
     3. The Company's principal accounting officer or controller; and 4. Persons
     performing similar functions.


                                        1

<PAGE>


                                      III.
                                 Code of Ethics:

      Each Officer shall adhere to and advocate the following principles and
responsibilities governing professional and ethical conduct:

1.   Act with honesty and integrity, avoiding actual or apparent conflicts of
     interest in personal and professional relationships.

2.   Provide information that is full, fair, accurate, complete, objective,
     relevant, timely, and understandable to the Company's Board of Directors,
     the Securities and Exchange Commission, the Company's stockholders, and the
     public.

3.   Comply with applicable governmental laws, rules, and regulations.

4.   Act in good faith, responsibly, with due care, competence and diligence,
     without misrepresenting material facts or allowing your independent
     judgment to be subordinated.

5.   Take all reasonable measures to protect the confidentiality of non-public
     information about the Company acquired in the course of your work except
     when authorized or otherwise legally obligated to disclose such information
     and to not use such confidential information for personal advantage.

6.   Assure responsible use of and control over all assets and resources
     employed or entrusted to you.

7.   Promptly report to the Chairman of the Audit Committee (or in the absence
     of an Audit Committee, to the full Board of Directors):

     a. any information you may have regarding any violation of this Code;

     b.   any actual or apparent conflict of interest between personal and/or
          professional relationships involving management or any other employee
          with a role in financial reporting disclosures or internal controls;

     c.   any information you might have concerning evidence of a material
          violation of the securities or other laws, rules or regulations
          applicable to the Company and its operations;

     d.   significant deficiencies in the design or operation of internal
          controls that could adversely affect the Company's ability to record,
          process, summarize or report financial data; or

     e.   any fraud, whether or not material, that involves management or other
          employees who have a significant role in the Company's financial
          reporting, disclosures or internal controls.

                                        2

<PAGE>

                                       IV.
                 Reporting Procedure, Process and Accountability

        As discussed above, Officers shall promptly report any violation of this
Code to the Chairman of the Company's Audit Committee (or in the absence of an
Audit Committee, to the full Board of Directors).

        Reports of violations under this Code received by the Chairman of the
Audit Committee shall be investigated by the Audit Committee (or in the absence
of an Audit Committee, to the full Board of Directors). If the Audit Committee
finds a violation of this Code, it shall refer the matter to the full Board of
Directors.

        In the event of a finding that a violation of this Code has occurred,
appropriate action shall be taken that is reasonably designed to deter
wrongdoing and to promote accountability for adherence to this Code, and may
include written notices to the individual involved of the determination that
there has been a violation, censure by the Board, demotion or re-assignment of
the individual involved, suspension with or without pay or benefits, and up to
and including, if appropriate, termination of the individual's employment. In
determining what action is appropriate in a particular case, the Board of
Directors (or the independent directors of the Board as the case may be) shall
take into account all relevant information, including the nature and severity of
the violation, whether the violation was a single occurrence or repeated
occurrences, whether the violation appears to have been intentional or
inadvertent, whether the individuals in question had been advised prior to the
violation as to the proper course of action and whether or not the individual in
question had committed other violations in the past.

                                       V.
                               Anonymous Reporting

      Any violation of this Code and any violation by the Company or its
directors or officers of the securities laws, rules, or regulations, or other
laws, rules, or regulations applicable to the Company may be reported to the
Chairman of the Audit Committee anonymously.

                                       VI.
                                 No Retaliation

        It is against the Company's policy to retaliate in any way against an
Officer for good faith reporting of violations of this Code.

                                      VII.
                              Waiver and Amendment

      The Company is committed to continuously reviewing and updating its
policies and procedures. Therefore, this Code is subject to modification. Any
amendment or waiver of any provision of this Code must be approved in writing by
the Company's Board of Directors and promptly disclosed pursuant to applicable
laws and regulations.

                                        3

<PAGE>


                                      VIII.
                 Acknowledgment Of Receipt Of Code Of Ethics For
                Principal Executive And Senior Financial Officers

      I have received and read the Company's Code of Ethics for Principal
Executive and Senior Financial Officers (the "Code"). I understand the standards
and policies contained in the Code and understand that there may be additional
policies or laws applicable to my job. I agree to comply with the Code in all
respects.

      If I have questions concerning the meaning or application of the Code, any
Company policies, or the legal and regulatory requirements applicable to my job,
I know that I can consult with the Chairman of the Audit Committee (or if the
Company does not have an Audit Committee the Company's Chief Executive Officer),
knowing that my questions or reports will remain confidential to the fullest
extent possible.



      I understand that my agreement to comply with this Code does not
constitute a contract of employment.




---------------------------
Officer Name

---------------------------
Signature

---------------------------
Date



Please sign and return this form to:

William E. Scaff, Jr.
Synergy Resources Corporation
20203 Highway 60
Platteville, CO  80651



                                        4

<PAGE>




                                   EXHIBIT 31




<PAGE>

                                 CERTIFICATIONS

I, Ed Holloway, certify that:

1. I have reviewed this annual report on Form 10-K of Synergy Resources
Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

      a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information
 relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control over
financial reporting.

January 26, 2009                     /s/ Ed Holloway
                                     ------------------------------------
                                     Ed Holloway,
                                     Principal Executive Officer


<PAGE>

                                 CERTIFICATIONS

I, Frank L. Jennings, certify that:

1. I have reviewed this annual report on Form 10-K of Synergy Resources
Corporation;

2. Based on my knowledge, this report does not contain any untrue statement of a
material fact or omit to state a material fact necessary to make the statements
made, in light of the circumstances under which such statements were made, not
misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other financial
information included in this report, fairly present in all material respects the
financial condition, results of operations and cash flows of the registrant as
of, and for, the periods presented in this report;

4. The registrant's other certifying officer(s) and I are responsible for
establishing and maintaining disclosure controls and procedures (as defined in
Exchange Act Rules 13a-15 and 15d-15(e)) and internal control over financial
reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the
registrant and have:

      a) designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our supervision, to
ensure that material information relating to the registrant, including its
consolidated subsidiaries, is made known to us by others within those entities,
particularly during the period in which this report is being prepared;

      b) designed such internal control over financial reporting, or cause such
internal control over financial reporting to be designed under our supervision,
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles;

      c) evaluated the effectiveness of the registrant's disclosure controls and
procedures and presented in this report our conclusions about the effectiveness
of the disclosure controls and procedures, as of the end of the period covered
by this report based on such evaluation; and

      d) disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the registrant's most
recent fiscal quarter (the registrant's fourth fiscal quarter in the case of an
annual report) that has materially affected, or is reasonably likely to
materially affect, the registrant's internal control over financial reporting;
and

5. The registrant's other certifying officer(s) and I have disclosed, based on
our most recent evaluation of the internal control over financial reporting, to
the registrant's auditors and the audit committee of the registrant's board of
directors (or persons performing the equivalent functions):

      a) all significant deficiencies and material weaknesses in the design or
operation of internal control over financial reporting which are reasonably
likely to adversely affect the registrant's ability to record, process,
summarize and report financial information; and

      b) any fraud, whether or not material, that involves management or other
employees who have significant role in the registrant's internal control over
financial reporting.


January 26, 2009                     /s/ Frank L. Jennings
                                     ------------------------------------
                                     Frank L. Jennings,
                                     Principal Financial Officer


<PAGE>




                                   EXHIBIT 32





<PAGE>


      In connection with the Transition Report of Synergy Resources Corporation
(the "Company") on Form 10-K for the period ending August 31, 2008 as filed with
the Securities and Exchange Commission (the "Report"), Ed Holloway, the
Company's Principal Executive and Frank L. Jennings, the Company's Principal
Financial Officer, certify, pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that to the best of
their knowledge:

     (1)  The Report fully complies with the requirements of Section 13(a) or
          15(d) of the Securities Exchange Act of 1934; and

     (2)  The information contained in the Report fairly presents, in all
          material respects, the financial condition and results of the Company.


January 26, 2009                   By: /s/ Ed Holloway
                                       ------------------------------------
                                       Ed Holloway, Principal Executive Officer


                                   By: /s/ Frank L. Jennings
                                       ---------------------------------
                                       Frank L.Jennings, Principal Financial
                                         Officer