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UNITED STATESSECURITIES AND EXCHANGE COMMISSIONWashington, D.C.
  20549

FORM 20-F /A (Amendment No. 1)

(Mark One)

[   ] REGISTRATION STATEMENT PURSUANT TO SECTION 12(b)
  OR (g) OF THE SECURITIES EXCHANGE ACT OF 1934

OR

[   ] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF
  THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended ________________

OR

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

OR

[X] SHELL COMPANY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
  SECURITIES EXCHANGE ACT OF 1934

Date of event requiring this shell company report: March
  30, 2010

For the transition period from ____________ to ____________

Commission file number 000-30972

HIP ENERGY CORPORATION(Exact name of Registrant as specified in its charter)

Not Applicable(Translation of
  Registrants name into English)

British Columbia, Canada(Jurisdiction
  of incorporation or organization)

**Suite 404  999 World Trade Centre Vancouver,
        British Columbia, Canada V6E 3E2**(Address of principal
  executive offices)

Richard Coglon, President, 
  604.641.1367 
  richard@hipenergycorp.com 
  Suite 404  999 World Trade CentreVancouver, British Columbia, Canada V6E 3E2(Name, Telephone, E-mail and/or Facsimile number and Address of Company
  Contact Person)

Securities registered or to be registered pursuant to Section
  12(b) of the Act.

|Title of each class | Name of each exchange on which registered
|------------------- | -----------------------------------------
|Not Applicable      | Not Applicable                           

Securities registered or to be registered pursuant to Section
  12(g) of the Act.

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Common Shares Without Par Value(Title
  of Class)

Securities for which there is a reporting obligation pursuant to
  Section 15(d) of the Act.

Not Applicable(Title of Class)

Indicate the number of outstanding shares of each of the
  issuers classes of capital or common stock as of the close 
  of the period
  covered by the shell company report: 56,211,660  common shares

Indicate by check mark if the registrant is a well-known
  seasoned issuer, as defined in Rule 405 of the Securities Act. 
  [ 
   ] YES    [X] NO

If this report is an annual or transition report, indicate by
  check mark if the registrant is not required to file reports 
  pursuant to
  Section 13 or 15(d) of the Securities Exchange Act of 1934. 
  [   ]
  YES    [   ] NO

Indicate by check mark whether the registrant (1) has filed all
  reports required to be filed by Section 13 or 15(d) of the 
  Securities
  Exchange Act of 1934 during the preceding 12 months (or for such shorter period
  that the registrant was 
  required to file such reports), and (2) has been
  subject to such filing requirements for the past 90 days. 
  [X]
  YES    [   ] NO

Indicate by check mark whether the registrant has submitted
  electronically and posted on its corporate Web site, if any, 
  every
  Interactive Data File required to be submitted and posted pursuant to Rule 405
  of Regulation S-T (§232.405 of this 
  chapter) during the preceding 12 months
  (or for such shorter period that the registrant was required to submit and post 
  such files). [   ] YES    [   ] NO

Indicate by check mark whether the registrant is a large
  accelerated filer, an accelerated filer, or a non-accelerated filer. 
  See
  definition of accelerated filer and large accelerated filer in Rule 12b-2 of
  the Exchange Act. (Check one):

|Large accelerated filer [   ] | Accelerated filer [   ] | Non-accelerated filer
      [X]
|----------------------------- | ----------------------- | -------------------------------

Indicate by check mark which basis of accounting the registrant
  has used to prepare the financial statements included in 
  this filing:

|U.S. GAAP [    ] | International Financial
      Reporting Standards as issued | Other [X]
|---------------- | ----------------------------------------------------------- | ---------
|                 | by the International Accounting
      Standards Board [   ] |          

If Other has been checked in response to the previous
  question, indicate by check mark which financial statement item 
  the
  registrant has elected to follow. 
  [X] Item 17    [   ] Item 18

If this is an annual report, indicate by check mark whether the
  registrant is a shell company (as defined in Rule 12b-2 of the 
  Exchange
  Act).
  [   ] YES    [   ] NO

(APPLICABLE ONLY TO ISSUERS INVOLVED IN BANKRUPTCY PROCEEDINGS
  DURING THE PAST FIVE YEARS)

Indicate by check mark whether the registrant has filed all
  documents and reports required to be filed by Sections 12, 13 or 
  15(d) of
  the Securities Exchange Act of 1934 subsequent to the distribution of securities
  under a plan confirmed by a court.
  [   ] YES  
   [   ] NO

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EXPLANATORY NOTE

This Amended Shell Company Report on Form 20-F (the “Amended 20-F”) is being filed to remove certain estimates inadvertently included in the table of projected operating expenses under the heading “Plan of Operation”.

Other than as expressly set forth above, this Amended 20-F does not, and does not purport to, update or restate the information in the original filing or reflect any events that have occurred after the original filing was filed.  The filing of this Amended 20-F shall not be deemed an admission that the Form 20-F, when made, included any known, untrue statement of material fact or knowingly omitted to state a material fact necessary to make a statement not misleading.

GENERAL

This Form 20-F is filed as a Form 20-F Shell Company Report
  by HIP Energy Corporation following the completion of the acquisition of certain
  assets and technology on March 30, 2010, as a result of which HIP Energy
  Corporation ceased to be a shell company, as defined in Rule 12b-2 of the
  Securities Exchange Act of 1934.

In this Form 20-F, references to:

Asset Purchase Agreement means the asset purchase agreement
  among HIP, HIP Texas, EEL, and HIP Resources dated March 14, 2010;

EEL means Equi Energy LLC, a Texas corporation;

HIP Resources means HIP Energy Resource Limited, a British
  Virgin Island corporation;

HIP Nevada means HIP Energy (Nevada) Corporation, a Nevada
  corporation and a wholly owned subsidiary of HIP;

HIP Tech means HIP Technology Limited, a British Virgin
  Islands corporation;

HIP Texas means HIP Energy (Texas), Inc., a Texas corporation
  and a wholly owned subsidiary of HIP;

HIP Downhole Process Technology means the technology relating
  to the hydrogen inducement down hole oil and gas recovery process acquired by
  HIP Texas pursuant to the License Agreement, which is described in more detail
  under the heading Business Overview - HIP Downhole Process Technology;

Group Rich means Group Rich Development Limited, a British
  Virgin Islands corporation;

License Agreement means the license agreement among HIP Tech,
  Group Rich, HIP Nevada and HIP dated March 14, 2010;

We, us, our, the Company, and HIP means HIP Energy
  Corporation, a British Columbia corporation; and

Well Bores means the rights acquired to various well bores by
  HIP Nevada pursuant to the Asset Purchase Agreement.

Certain statements in this shell company report are not
  historical and are forward-looking statements. These statements relate to
  expectations, beliefs, intentions, plans, objectives, assumptions or future
  events or performance of HIP. In some cases, you can identify forward-looking
  statements by terminology such as may, should, intend, expect, plan,
  anticipate, believe, estimate, project, predict, potential, or
  continue or the negative of these terms or other comparable terminology. In
  particular, this registration statement contains forward-looking statements
  pertaining to the following:

- the quantity of potential oil and gas reserves;
- potential oil and gas production levels;
- potential production and operating activities and timing of such
      activities;
- capital expenditure programs;
- our ability to raise capital;
- projections of market prices and costs;
- discussion regarding any future joint venture agreements;
- the acquisition of future well bores;

3

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- the viability of the HIP Downhole Process Technology; and
- treatment under governmental regulatory regimes and tax laws.

Readers should read these forward-looking statements carefully
  because they discuss future expectations, contain projections of future results
  of operations or of financial condition or state other forward-looking
  information. Readers should be aware that these forward-looking statements
  involve known and unknown risks, uncertainties and contingencies and are based
  on assumptions that may not materialize or occur in the manner assumed.
  Consequently, actual results may vary from the estimates or predictions stated
  in the materials and these variations may be material.

These risks, uncertainties and contingencies which may affect
  the assumptions underlying these forward-looking statements include, among
  others:

- risks and uncertainties associated with estimating potential oil and gas
      reserves including interpreting engineering and geological data;
- risks and uncertainties associated with our ability to establish the
      economic viability of the HIP Downhole Process Technology;
- incorrect assessment that the Well Bores are suited for the HIP Downhole
      Process Technology;
- geological, technical, drilling and processing problems;
- liabilities inherent in oil and gas operations;
- inability of HIP Resources to transfer the Louisiana Well Bores;
- volatility in market prices for oil and gas and foreign currency exchange
      rates;
- possible adverse effects of governmental regulations including changes in
      environmental and other regulations that may impose restrictions in areas
      where we operate;
- competition for capital, acquisitions of reserves, undeveloped lands and
      skilled personnel;
- investors becoming unwilling or unable to complete future private
      placements;
- risks and uncertainties associated our ability to raise additional capital;
      and
- the risks described under the heading Risk Factors.

Further, any forward-looking statement speaks only as of the
  date on which such statement is made, and, except as required by applicable law,
  we undertake no obligation to update any forward-looking statement to reflect
  events or circumstances after the date on which such statement is made or to
  reflect the occurrence of unanticipated events. New factors emerge from time to
  time, and it is not possible for management to predict all of such factors and
  to assess in advance the impact of such factor on our business or the extent to
  which any factor, or combination of factors, may cause actual results to differ
  materially from those contained in any forward-looking statement.

Unless otherwise indicated, all dollar amounts referred to herein
  are in Canadian dollars.

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TABLE OF CONTENTS

|PART I  | 6                                                                                   
|------- | ------------------------------------------------------------------------------------
|        | ITEM 1	Identity of Directors, Senior Management and Advisers                        
|        | ITEM 2	Offer Statistics and Expected Timetable                                      
|        | ITEM 3	Key Information                                                              
|        | ITEM 4	Information on HIP Energy Corporation                                        
|        | ITEM 5	Operating and Financial Review and Prospects                                 
|        | ITEM 6	Directors, Senior Management and Employees                                   
|        | ITEM 7	Major Shareholders and Related Party Transactions                            
|        | ITEM 8	Financial Information                                                        
|        | ITEM 9	The Offer and Listing                                                        
|        | ITEM 10	Additional Information                                                      
|        | ITEM 11	Quantitative and Qualitative Disclosures About Market Risk                  
|        | ITEM 12	Description of Securities Other Than Equity Securities                      
|PART II | 43                                                                                  
|        | ITEM 13	Defaults, Dividend Arrearages and Delinquencies                             
|        | ITEM 14	Material Modifications to the Rights of Security Holders and Use of Proceeds
|        | ITEM 15	Controls and Procedures                                                     
|        | ITEM 15T           Controls and Procedures                                          
|        | ITEM 16	[Reserved]                                                                  
|        | ITEM 16A	Audit Committee Financial Expert                                           
|        | ITEM 16B	Code of Ethics                                                             
|        | ITEM 16C	Principal Accountant Fees and Services                                     
|        | ITEM 16D	Exemption from the Listing Standards for Audit Committees                  
|        | ITEM 16E	Purchases of Equity Securities the Company and Affiliated Purchasers       
|        | ITEM 16F	Change in Registrant's Certifying Accountant                               
|        | ITEM 16G	Corporate Governance                                                       
|        | ITEM 17	Financial Statements                                                        
|        | ITEM 18	Financial Statements                                                        
|        | ITEM 19	Exhibits                                                                    
|

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PART I

ITEM
  1              
  Identity of Directors, Senior Management and Advisers

A              
  Directors and Senior Management

The names, business addresses and functions of our directors
  and senior management are as follows.

|Name             | Business Address                                  | Function              
|---------------- | ------------------------------------------------- | ----------------------
|Richard Coglon   | Suite 404  999 World Trade Centre                | President, Secretary, 
|                 | Vancouver, British Columbia, Canada V6E 3E2       | Chief Executive       
|                 |                                                   | Officer, and Director,
|                 |                                                   |                       
|Peter Noonan     | Suite 404  999 World Trade Centre                | Director (Chairman)   
|                 | Vancouver, British Columbia, Canada
      V6E 3E2 |                       
|                 |                                                   |                       
|James Chui       | Suite 404  999 World Trade Centre                | Director, Executive   
|                 | Vancouver, British Columbia, Canada V6E 3E2       | VP Business           
|                 |                                                   | Development           
|                 |                                                   |                       
|Carlos Contreras | Suite 404  999 World Trade Centre                | Director, Executive   
|                 | Vancouver, British Columbia, Canada V6E 3E2       | VP Operations         

B              Advisers

Not Applicable.

C               Auditors

The name, address, and membership in professional bodies of our
  auditor for the preceding three years are as follows.

|Name and
      Address      | Governing Professional Body                   | Period               
|--------------------------- | --------------------------------------------- | ---------------------
|                            |                                               |                      
|BDO Canada LLP              | Institute of Chartered Accountants of British | Auditor for Financial
|600-925 West Georgia Street | Columbia Registered with the Canadian Public  | statements ended     
|Vancouver, BC V6C 3L2       | Accountability Board (Canada) and the Public  | November 30, 2009,   
|                            | Company Accounting Oversight Board (US)       | 2008, and 2007       

ITEM
  2               Offer
  Statistics and Expected Timetable

Not applicable.

ITEM
  3               Key
  Information

*A.*              *Selected
  Financial Data*

The following financial data summarizes selected financial data
  for our company prepared in accordance with Canadian generally accepted
  accounting principles for the five fiscal years ended November 30, 2009.
  Additional information is presented to show the differences which would result
  from the application of United States generally accepted accounting principles
  to our financial information. The information presented below for the five year
  period ended November 30, 2009 is derived from our audited financial statements
  which were examined by our independent auditor. The information set forth below
  should be read in conjunction with our audited financial statements and related
  notes included in this shell company report and with the information appearing
  under the heading Item 5 Operating and Financial Review and Prospects.

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Selected Financial Data(Stated in
    Canadian Dollars Calculated in accordance with Canadian GAAP)

Fiscal Year Ended November 30 (Audited)

|CANADIAN GAAP                                                                                 | 2009       | 2008       | 2007       | 2006       | 2005      
|--------------------------------------------------------------------------------------------- | ---------- | ---------- | ---------- | ---------- | ----------
|                                                                                              |            |            |            |            |           
|Net Sales or Operating Revenue                                                                | $-         | $-         | $-         | $-         | $-        
|Total Expenses                                                                                | $66,143    | $47,508    | $61,980    | $58,145    | $71,186   
|Other Income                                                                                  | $-         | $-         | $-         | $-         | $-        
|Loss from Continuing Operations                                                               | $(66,143)  | $(47,508)  | $(61,980)  | $(58,145)  | $(71,186) 
|Net Loss and Comprehensive Loss for the
      Year                                            | $(66,143)  | $(47,508)  | $(61,980)  | $(58,145)  | $(71,186) 
|Net Loss and comprehensive loss per Common Share                                              | $(0.02)    | $(0.04)    | $(0.05)    | $(0.05)    | $(0.05)   
|Total Assets                                                                                  | $13,588    | $4,733     | $6,236     | $18,020    | $80,120   
|Total Stockholders Equity (Deficiency)                                                       | $(98,119)  | $(95,267)  | $(52,759)  | $9,221     | $67,366   
|Capital Stock                                                                                 | $4,337,789 | $4,279,498 | $4,279,498 | $4,279,498 | $4,279,498
|Weighted Average Number of Common Shares 
           (adjusted to reflect changes in capital) | 3,978,774  | 1,211,651  | 1,211,651  | 1,211,651  | 1,211,651 
|Basic and Diluted Net Loss per Common Share                                                   | $(0.02)    | $(0.04)    | $(0.05)    | $(0.05)    | $(0.05)   
|Long-Term Debt                                                                                | $-         | $-         | $-         | $-         | $-        
|Cash Dividends per Common Share                                                               | $-         | $-         | $-         | $-         | $-        

Selected Financial Data(Stated in
    Canadian Dollars - Calculated in accordance with US GAAP)

Fiscal Year Ended November 30 (Audited)

|UNITED STATES GAAP                                                                       | 2009       | 2008       | 2007       | 2006       | 2005      
|---------------------------------------------------------------------------------------- | ---------- | ---------- | ---------- | ---------- | ----------
|                                                                                         |            |            |            |            |           
|Net Sales or Operating Revenue                                                           | $-         | $-         | $-         | $-         | $-        
|Total Expenses                                                                           | $66,143    | $47,508    | $61,980    | $58,145    | $71,186   
|Income (Loss) From Operations                                                            | $-         | $-         | $-         | $-         | $-        
|Other Income                                                                             | $-         | $-         | $-         | $-         | $-        
|Loss from Continuing Operations                                                          | $(66,143)  | $(47,508)  | $(61,980)  | $(58,145)  | $(71,186) 
|Net loss and comprehensive loss for the year                                             | $(66,143)  | $(47,508)  | $(61,980)  | $(58,145)  | $(71,186) 
|Basic and Diluted Loss per Common Share                                                  | $(0.02)    | $(0.05)    | $(0.05)    | $(0.05)    | $(0.05)   
|Total Assets                                                                             | $13,588    | $4,733     | $6,236     | $18,020    | $80,120   
|Total Stockholders Equity (Deficiency)                                                  | $(98,119)  | $(95,267)  | $(52,759)  | $9,221     | $67,366   
|Capital Stock                                                                            | $4,337,789 | $4,279,498 | $4,279,498 | $4,279,498 | $4,279,498
|Weighted Average Number of Common Shares 
      (adjusted to reflect changes in capital) | 3,978,774  | 1,211,651  | 1,211,651  | 1,211,651  | 1,211,651 
|Diluted Net Income per Common Share                                                      | $(0.02)    | $(0.05)    | $(0.05)    | $(0.05)    | $(0.05)   
|Long-term Debt                                                                           | $-         | $-         | $-         | $-         | $-        
|Cash Dividends per Common Share                                                          | $-         | $-         | $-         | $-         | $-        

Reconciliation to United States Generally Accepted
  Accounting Principles

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There are no material differences between Canadian generally
  accepted accounting principles and United States generally accepted accounting
  principles on the balance sheets and statements of operations and comprehensive
  loss and cash flows of our company.

Disclosure of Exchange Rate History

Since June 1, 1970, the government of Canada has permitted a
  floating exchange rate to determine the value of the Canadian dollar as compared
  to the United States dollar. On March 31, 2010, the exchange rates in effect
  for Canadian dollars exchanged for United States dollars, expressed in terms
  of Canadian dollars (based on the noon buying rates listed with the Bank of
  Canada) was $1.0156. For the past five fiscal years ended November 30, 2009
  and for the six monthly periods between October 2009 and March 2010, the following
  exchange rates were in effect for Canadian dollars exchanged for United States
  dollars, expressed in terms of Canadian dollars (based on the noon buying rates
  in New York City, for cable transfers in Canadian dollars, as certified for
  customs purposes by the Federal Reserve Bank of New York). As the Federal Reserve
  Bank has discontinued the publication of foreign exchange rates on December
  31, 2008 the rates for listed after December 31, 2008 are based on the exchange
  rates in effect for Canadian dollars exchanged for United States dollars, expressed
  in terms of Canadian dollars (based on the intra-day high/low rates between
    08:00 (ET) and 16:00 (ET) listed with the Bank of Canada):

|Year Ended        | Average
|----------------- | -------
|November 30, 2005 | $1.2163
|November 30, 2006 | $1.1347
|November 30, 2007 | $0.9661
|November 30, 2008 | $1.2360
|November 30, 2009 | $1.1644

|Month Ended   | Low/High       
|------------- | ---------------
|October 2009  | $1.0292/$1.0845
|November 2009 | $1.0460/$1.0774
|December 2009 | $1.0445/$1.0748
|January 2010  | $1.0278/$1.0695
|February 2010 | $1.0420/$1.0692
|March 2010    | $1.0113/$1.0421

*B.*              *Capitalization
  and Indebtedness*

As at November 30, 2009 the Company has no guaranteed or
  secured indebtedness. As at November 30, 2009, the Company owes $50,000 (2008 -
  $50,000) to a director for advances, which is unsecured, non-interest bearing
  and payable on demand. A statement of the Companys capitalization is included
  in the accompanying audited financial statements for the year ended November 30,
  2009. Also see ITEM 10 Additional Information  Capitalization, below.

*C.*              *Reasons
  for the Offer and Use of Proceeds*

Not applicable

*D.*              *Risk
  Factors*

Much of the information included in this shell company report
  includes or is based upon estimates, projections or other forward looking
  statements. Such forward looking statements include any projections or
  estimates made by our company and our management in connection with our business
  operations. While these forward-looking statements, and any assumptions upon
  which they are based, are made in good faith and reflect our current judgment
  regarding the direction of our business, actual results will almost always vary,
  sometimes materially, from any estimates, predictions, projections, assumptions
  or other future performance suggested herein.

Such estimates, projections or other forward looking statements
  involve various risks and uncertainties as outlined below. We caution the reader
  that important factors in some cases have affected and, in the future, could
  materially affect actual results and cause actual results to differ materially
  from the results expressed in any such estimates, projections or other forward
  looking statements.

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The common shares of our company are considered speculative.
  You should carefully consider the following risks and uncertainties in addition
  to other information in this shell company report in evaluating our company and
  our business before purchasing shares of our companys common stock. Our
  business, operating and financial condition could be harmed due to any of the
  following risks.

Risks Relating to our Business

We are an early-stage oil and gas development company
  without revenues. Our ability to continue in business depends upon our continued
  ability to obtain significant financing from external sources and the success of
  the HIP Downhole Process Technology and any production resulting therefrom, none
  of which can be assured.

We are an early-stage oil and gas technology development
  company without any revenues, and there can be no assurance of our ability to
  develop and operate our projects profitably. We have historically depended
  entirely upon capital infusion from the issuance of equity securities and loans
  from insiders to provide the cash needed to fund our operations, but we cannot
  assure you that we will be able to continue to do so. Our ability to continue in
  business depends upon our continued ability to obtain significant financing from
  external sources and the success of our development efforts and any production
  efforts resulting therefrom. Any reduction in our ability to raise equity
  capital in the future would force us to reallocate funds from other planned uses
  and could have a significant negative effect on our business plans and
  operations, including our ability to continue our current development
  activities.

Our auditors opinion on our November 30, 2009 financial
  statements includes an explanatory paragraph in respect of there being
  substantial doubt about our ability to continue as a going concern.

We have incurred a net loss of $4,445,908 for the period from
  June 22, 1983 (inception) to November 30, 2009. We anticipate generating losses
  for at least the next 12 months. Therefore, there is substantial doubt about our
  ability to continue operations in the future as a going concern as described by
  our auditors with respect to the financial statements for the year ended
  November 30, 2009. Our financial statements do not include any adjustments
  relating to the recoverability and classification of recorded assets, or the
  amounts of and classification of liabilities that might be necessary in the
  event that we cannot continue in existence. Our business operations may fail if
  our actual cash requirements exceed our estimates and we are not able to obtain
  further financing. If we cannot continue as a viable entity, our shareholders
  may lose some or all of their investment in our company.

We will require significant capital to complete the ongoing
  development of the HIP Downhole Process Technology and any resulting application
  of the HIP Downhole Process Technology on the Well Bores.

We anticipate that we will have to seek additional financing to
  fund the development of the HIP Downhole Process Technology and any resulting
  application of the HIP Downhole Process Technology on any of the Well Bores. We
  cannot assure you that our actual cash requirements will not exceed our
  estimates, and in any case we will require additional financing to bring our
  interests into commercial operation, finance working capital, and pay for
  operating expenses and capital requirements until we achieve a positive cash
  flow. Additional capital also may be required in the event we incur any
  significant unanticipated expenses.

In light of our operating history, and under the current
  capital and credit market conditions, we may not be able to obtain additional
  equity or debt financing on acceptable terms if and when we need it. Even if
  financing is available, it may not be available on terms that are favorable to
  us or in sufficient amounts to satisfy our requirements.

If we require, but are unable to obtain, additional financing
  in the future, we may be unable to implement our business plan and our growth
  strategies, respond to changing business or economic conditions, withstand
  adverse operating results, and compete effectively. More importantly, if we are
  unable to raise further financing when required, our planned development of the
  Well Bores may have to be scaled down or even ceased, and our ability to
  generate revenues in the future would be negatively affected.

The economic viability of the HIP Downhole Process
  Technology is unproven and may not achieve commercialization, widespread market
  acceptance or economic viability. If the HIP Downhole Process Technology does
  not prove to be economically viably, our business will suffer and may fail in
  its entirety.

Although we have performed initial testing on the viability of
  the HIP Downhole Process Technology, our assessment of the HIP Downhole Process
  Technology is primarily based upon historical data provided by the vendors
  relating to past test results. Further, the HIP Downhole Process Technology has
  not been proven in a commercial context over any significant period of time.
  Even if our HIP Downhole Process Technology is proven to be economically viable,
  it may not achieve widespread market acceptance. Our success will depend on our
  ability

9

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to prove that the HIP Downhole Process Technology is economically
  viable. We believe that the economic viability of the HIP Downhole Process Technology
  will depend on many factors, including:

- the effectiveness of the HIP Downhole Process Technology to enhance oil or
      gas recovery on any one or a series of wells or well bores;
- the safety and efficacy of the HIP Downhole Process Technology generally
      and on a well or series of well bores;
- direct cost savings resulting from the use or application of the HIP
      Downhole Process Technology has not been proven on a sustained and ongoing
      well or well bore;
- direct affect of any long term application of the HIP Downhole Process
      Technology on a well or series of well bore;
- the pricing and cost effectiveness of the HIP Downhole Process Technology;
      and
- our ability to respond to changes in regulations.

We are dependent on a single technology, and if it cannot
  compete or find market acceptance, our business will suffer.

Our strategy is dependent on the success of a single
  technology. Our strategy will be to focus our development on the HIP Downhole
  Process Technology and the commercialization of the technology on a well or
  series of well bores. Focus on this single technology leaves us vulnerable to
  competing products and alternative secondary oil and gas enhancement methods. If
  the HIP Downhole Process Technology is not proven to be commercially viable or
  we cannot find market acceptance or cannot compete against other technologies,
  our business will suffer and may fail in its entirety.

We rely on patents and proprietary rights to protect our
  technology.

We rely on a combination of trade secrets, confidentiality
  agreements and procedures and patents to protect our proprietary technologies.
  We have been granted a patent in the U.S. covering the HIP Downhole Process
  Technology. Additional patent applications will need to be made the U.S. from
  time to time. The claims contained in any patent application may not be
  allowed, or any patent or our patents collectively may not provide adequate
  protection for our products and technology. In the absence of patent protection,
  we may be vulnerable to competitors who attempt to copy our products or gain
  access to our trade secrets and know-how. In addition, the laws of foreign
  countries may not protect our proprietary rights to this technology to the same
  extent as the laws of the U.S.

The HIP Downhole Process Technology may infringe or be
  challenged for infringement on other technology.

We have attempted to ensure that our products do not infringe
  the proprietary rights of others. If a dispute arises concerning our technology,
  we could become involved in litigation that might involve substantial cost. Such
  litigation might also divert substantial management attention away from our
  operations and into efforts to enforce our patents, protect our trade secrets or
  know-how or determine the scope of the proprietary rights of others. If a
  proceeding resulted in adverse findings, we could be subject to significant
  liabilities to third parties. We might also be required to seek licenses from
  third parties in order to manufacture or sell our products. Our ability to
  manufacture and sell our products might also be adversely affected by other
  unforeseen factors relating to the proceeding or its outcome.

Our lack of diversification increases the risk of an
  investment in us, and our financial condition and results of operations may
  deteriorate if we fail to diversify.

Our business focus is solely related to the ongoing development
  and application of the HIP Downhole Process Technology on oil and gas wells or
  well bores. As a result, we lack diversification, in terms of the nature of our
  business. We will likely be impacted more acutely by factors affecting our
  industry in which we operate than we would if our business were more
  diversified. If we cannot diversify our operations, our financial condition and
  results of operations could deteriorate.

The potential profitability of oil and gas operations and
  ventures depends upon factors beyond the control of our company.

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The potential profitability of oil and gas projects on which
  the HIP Downhole Process Technology is applied and the oil and gas industry
  generally is dependent upon many factors beyond our control. For instance, world
  prices and markets for oil and gas are unpredictable, highly volatile,
  potentially subject to governmental fixing, pegging, controls, or any
  combination of these and other factors, and respond to changes in domestic,
  international, political, social, and economic environments. Additionally, due
  to world-wide economic uncertainty, the availability and cost of funds for
  production and other expenses have become increasingly difficult, if not
  impossible, to project. These changes and events may materially affect our
  financial performance and the continued economic viability of our Company .

Adverse weather conditions can also hinder or affect the application
  or continued ability of the HIP Downhole Process Technology to operate or remain
  viable. A well on which the HIP Downhole Process Technology is applied may be
  productive but may become uneconomic as a result of severe or unseasonable weather
  conditions.The marketability of oil and gas which may be acquired or
  discovered will be affected by numerous factors beyond our control, including
  the proximity and capacity of oil and gas pipelines and processing equipment,
  market fluctuations of prices, taxes, royalties, land tenure, allowable production
  and environmental protection. The extent of these factors cannot be accurately
  predicted but the combination of these factors may result in our company not
  receiving an adequate return on invested capital.

Primary and secondary drilling or enhancement of oil and gas
  wells involves many risks and we may become liable for well abandonment,
  plugging, pollution or other liabilities which may have an adverse effect on our
  financial position.

Any enhanced recovery or drilling for oil and gas generally
  involve a high degree of risk. Hazards such as unusual or unexpected geological
  formations, power outages, labour disruptions, blow-outs, sour gas leakage,
  fire, inability to obtain suitable or adequate machinery, equipment or labour,
  and other risks are involved. We may become subject to liability for pollution
  or hazards against which we cannot adequately insure or which we may elect not
  to insure. Incurring any such liability may have a material adverse effect on
  our financial position and operations.

Oil and gas operations are subject to comprehensive
  regulation which may cause substantial delays or require capital outlays in
  excess of those anticipated causing an adverse effect on our company. Further,
  development and production activities are subject to certain environmental
  regulations which may prevent or delay the commencement or continuance of our
  operations.

Oil and gas operations in the United States and Canada are
  subject to federal, state and provincial laws and regulations relating to the
  protection of the environment, including, but not limited to, laws regulating
  removal of natural resources from the ground and the discharge of materials into
  the environment. Oil and gas operations in the United States and Canada are also
  subject to federal, state and provincial laws and regulations which seek to
  maintain health and safety standards by regulating the design and use of
  drilling and or enhanced recovery methods and equipment. Various permits from
  government bodies are required for drilling or secondary well enhancement
  operations to be conducted; no assurance can be given that such permits will be
  received. No assurance can be given that environmental standards imposed by
  federal, state and provincial authorities will not be changed or that any such
  changes would not have material adverse effects on our activities. Moreover,
  compliance with such laws may cause substantial delays or require capital
  outlays in excess of those anticipated, thus causing an adverse effect on us.
  Additionally, we may be subject to liability for pollution or other
  environmental damages which we may elect not to insure against due to
  prohibitive premium costs and other reasons. Our current and anticipated
  development and enhancement recovery activities are subject to the
  aforementioned environment regulations. When and if we enter into production we
  will become subject to additional regulations which do not currently pertain to
  us or affect our current operations.

Specifically, we are subject to legislation regarding emissions
  into the environment, water discharges and storage and disposition of hazardous
  wastes. In addition, legislation has been enacted which requires well and facility
  sites to be abandoned and reclaimed to the satisfaction of federal, state and
  provincial authorities. Such laws and regulations are frequently changed and
  we are unable to predict the ultimate cost of compliance.

We may not effectively manage the growth necessary to
  execute our business plan.

Any growth will place significant strain on our current
  personnel, systems and resources. We expect that we will be required to hire
  qualified consultants and employees to help us manage our growth effectively. We
  believe that we will also be required to improve our management, technical,
  information and accounting systems, controls and procedures. We may not be able
  to maintain the quality of our operations, control our costs, continue complying
  with all applicable regulations and expand our internal management, technical
  information and accounting systems

11

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to support our desired growth. If we fail to manage our
  anticipated growth effectively, our business could be adversely affected.

Risks Relating to our Management

As a majority of our directors and officers are residents of
  countries other than the United States, investors may find it difficult to
  enforce, within the United States, any judgments obtained against our company,
  directors and officers.

A majority of our directors and officers are nationals and/or
  residents of countries other than the United States, and all or a substantial
  portion of such persons' assets are located outside the United States. As a
  result, it may be difficult for investors to enforce within the United States
  any judgments obtained against our company, officers, and directors, including
  judgments predicated upon the civil liability provisions of the securities laws
  of the United States or any state thereof.

Key management employees may fail to properly carry out
  their duties or may leave which could negatively impact corporate operations
  and/or share pricing.

Our company's financial condition and the success of the HIP
  Downhole Process Technology on our oil and gas enhanced recovery operations is
  dependent on our ability to hire and retain highly skilled and qualified
  personnel. We face competition for qualified personnel from numerous industry
  sources, and there can be no assurance that we will be able to attract and
  retain qualified personnel on acceptable terms. The loss of service of any of
  our key personnel could have a material adverse effect on our operations or
  financial condition. We do not have key-man insurance on any of our employees.

Our Articles contain provisions indemnifying our officers
  and directors against all costs, charges and expenses incurred by them.

Our Articles contain provisions with respect to the
  indemnification of our officers and directors against all costs, charges and
  expenses, including an amount paid to settle an action or satisfy a judgment,
  actually and reasonably incurred by them in a civil, criminal or administrative
  action or proceeding to which they are made a party by reason of their being or
  having been a director or officer of our company.

Risks Relating to Our Stock

Our common stock is illiquid and shareholders may be unable
  to sell their shares.

Our common stock is currently quoted on the Over-the-Counter
  Bulletin Board and is thinly traded. In the past, our trading price has
  fluctuated widely, depending on many factors that may have little to do with our
  operations or business prospects. There is currently a limited market for our
  common stock and we can provide no assurance to investors that a market will
  develop. If a market for our common stock does not develop, our shareholders may
  not be able to re-sell the shares of our common stock that they have purchased
  and they may lose all of their investment. Public announcements regarding our
  company, changes in government regulations, conditions in our market segment and
  changes in earnings estimates by analysts may cause the price of our common
  shares to fluctuate substantially. In addition, the Over-the-Counter Bulletin
  Board is not an exchange and, because trading of securities on the
  Over-the-Counter Bulletin Board is often more sporadic than the trading of
  securities listed on an exchange, you may have difficulty reselling any of the
  shares you purchase from our selling shareholders.

Securities class-action litigation has often been instituted
  following periods of volatility in the market price of a companys securities.
  Such litigation, if instituted against our company, could result in substantial
  costs for our company and a diversion of managements attention and resources.

Investors interests in our company will be diluted and
  investors may suffer dilution in their net book value per share if we issue
  additional shares or raise funds through the sale of equity securities.

Our constating documents authorize the issuance of an unlimited
  number of common shares and an unlimited number of preference shares. In the
  event that we are required to issue additional shares or enter into private
  placements to raise financing through the sale of equity securities, investors
  interests in our company will be diluted and investors may suffer dilution in
  their net book value per share depending on the price at which such securities
  are sold. If we do issue additional shares, it will cause a reduction in the
  proportionate ownership and voting power of all existing shareholders.

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We have never declared or paid cash dividends on our common
  shares and do not anticipate doing so in the foreseeable future.

There can be no assurance that our board of directors will ever
  declare cash dividends, which action is exclusively within our discretion.
  Shareholders cannot expect to receive a dividend on our common shares in the
  foreseeable future, if at all.

Trading of our stock may be restricted by the Securities and
  Exchange Commissions Penny Stock regulations which may limit a stockholders
  ability to buy and sell our stock.

The United States Securities and Exchange Commission has
  adopted regulations which generally define penny stock to be any equity
  security that has a market price (as defined) less than $5.00 per share or an
  exercise price of less than $5.00 per share, subject to certain exceptions. Our
  securities are covered by the penny stock rules, which impose additional sales
  practice requirements on broker-dealers who sell to persons other than
  established customers and accredited investors. The term accredited investor
  refers generally to institutions with assets in excess of $5,000,000 or
  individuals with a net worth in excess of $1,000,000 or annual income exceeding
  $200,000 or $300,000 jointly with their spouse. The penny stock rules require a
  broker-dealer, prior to a transaction in a penny stock not otherwise exempt from
  the rules, to deliver a standardized risk disclosure document in a form prepared
  by the Securities and Exchange Commission which provides information about penny
  stocks and the nature and level of risks in the penny stock market. The
  broker-dealer also must provide the customer with current bid and offer
  quotations for the penny stock, the compensation of the broker-dealer and its
  salesperson in the transaction and monthly account statements showing the market
  value of each penny stock held in the customers account. The bid and offer
  quotations, and the broker-dealer and salesperson compensation information, must
  be given to the customer orally or in writing prior to effecting the transaction
  and must be given to the customer in writing before or with the customers
  confirmation. In addition, the penny stock rules require that prior to a
  transaction in a penny stock not otherwise exempt from these rules, the
  broker-dealer must make a special written determination that the penny stock is
  a suitable investment for the purchaser and receive the purchasers written
  agreement to the transaction. These disclosure requirements may have the effect
  of reducing the level of trading activity in the secondary market for the stock
  that is subject to these penny stock rules. Consequently, these penny stock
  rules may affect the ability of broker-dealers to trade our securities. We
  believe that the penny stock rules discourage investor interest in and limit the
  marketability of, our common stock.

The Financial Industry Regulatory Authority, or FINRA, has
  adopted sales practice requirements which may also limit a shareholders ability
  to buy and sell our stock.

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

ITEM
  4               Information
  on HIP Energy Corporation

*A.*              *History
  and Development of HIP Energy Corporation*

Name

Our legal and commercial name is HIP Energy Corporation.

Principal Office

In connection with our new business plan, we have recently
  moved our principal office from Suite 1680, 200 Burrard Street, Vancouver,
  British Columbia, Canada V6C 3L6 to Suite 404, 999 World Trade Centre,
  Vancouver, British Columbia, V6E 3E2. Our telephone number is 604.641.1367 and
  our facsimile number is 604.641.1214.

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Corporate Information

Our company was incorporated pursuant to the laws of the
  Province of British Columbia under the British Columbia Company Act in
  June 1983 under the name Bradner Resources Ltd.. On March 29, 2004, the
  British Columbia Business Corporations Act came into effect, replacing
  the British Columbia Company Act. As required by the Business
    Corporations Act, our company was transitioned under the Business
      Corporations Act, effective March 31, 2004.

Our company is currently a reporting issuer under the
  securities laws of British Columbia and Alberta.

Important Events

On December 13, 1999, our name was changed from Bradner
  Resources Ltd. to Bradner Ventures Ltd.

On December 17, 2001, we entered into a share exchange
  agreement (the Bestshot Agreement) with Bestshot.com Inc., Bestshot.com Corp.,
  John Davis, Richard Coglon and Mark Morrill, pursuant to which, we were to
  acquire 100% of the issued and outstanding shares (a total of 20,515,942 common
  shares) of Bestshot.com Inc. in exchange for 24,618,590 common shares in the
  capital of our company. We elected not to proceed with the completion of the
  share exchange due to the fact that Bestshot.com Inc. was unable to obtain
  shareholder approval with respect to its continuation from Wyoming, its current
  jurisdiction of incorporation, to the province of Alberta. Our obligation to
  consummate the transactions contemplated by the Bestshot Agreement was subject
  to the fulfilment of a number of conditions precedent, including the
  continuation of Bestshot.com Inc.

On March 31, 2004, our authorized and issued shares of common
  stock and preferred stock were consolidated on the basis of one (1)
  post-consolidated common share for each five (5) pre-consolidated common shares
  so that our authorized capital consisted of 15,000,000 common shares and
  5,000,000 preferred shares with 1,058,256 common shares issued and no preferred
  shares issued. Our authorized capital was then increased to 75,000,000 common
  shares and 25,000,000 preferred shares with 1,058,256 common shares issued and
  no preferred shares issued. The share consolidation was effective with the OTC
  Bulletin Board on April 21, 2004 and our trading symbol was changed to "BNVLF".

On November 17, 2009, we changed our name from Bradner
  Ventures Ltd. to HIP Energy Corporation and effected a five (5) for one (1)
  reverse stock split of our issued and outstanding common stock. The name change
  and reverse stock split were effected with the OTC Bulletin Board on November
  19, 2009. Our trading symbol was changed from BNVLF to HIPCF. Also effective October 20, 2009 we effected an increase in our authorized capital to an unlimited number of common shares and an unlimited number of preferred shares. We received approval for the increase in authorized capital, reverse split and name change at our annual general meeting of shareholders held on July 31, 2009.

On March 30, 2010, pursuant to the Asset Purchase Agreement,
  HIP Texas, a wholly-owned subsidiary of HIP, acquired from HIP Resources
  ownership of the Well Bores. The Well Bores are described in detail under the
  heading Asset Purchase Agreement. The consideration for the sale and transfer
  of the Well Bores was the issuance of 20 million common shares of HIP to
  EEL.

On March 30, 2010, pursuant to the License Agreement, HIP
  Nevada, a wholly-owned subsidiary of HIP, acquired from HIP Tech an exclusive
  worldwide license for use of the HIP Downhole Process Technology. The HIP
  Downhole Process Technology is described in detail under the heading Business
  Overview - HIP Downhole Process Technology. The consideration for the
  acquisition of the HIP Downhole Process Technology was the issuance of 30
  million common shares of HIP to Group Rich and a royalty payment, which is
  described in detailed under the heading Business Overview - License
  Agreement.

The acquisition of the Well Bores by HIP Texas and the
  exclusive worldwide right to the HIP Downhole Process Technology by HIP Nevada
  caused us to cease to be a shell company, as defined in Rule 12b-2 of the
  Exchange Act.

Capital Expenditures

During the period from last three fiscal years ended November
  30, 2009, we did not undertake any capital expenditures.

Our planned capital expenditures for the next twelve months are
  summarized below under the heading Plan of Operation  Use of Funding. These
  anticipated expenditures relate to the development of the Well Bores and the
  implementation of the HIP Downhole Process Technology. Our planned capital
  expenditures are primarily located in Texas and Lousiana, the location of the
  Well Bores.

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Takeover offers

We are not aware of any indication of any public takeover
  offers by third parties in respect of our common shares during our last and
  current financial years.

*B.*              *Business Overview*

For the fiscal years ended November 30, 2009, 2008 and 2007, we
  incurred net losses of $66,143, $47,508, and $61,980 respectively. We did not
  generate any revenues during such periods.

Overview

Prior to the acquisition of the Well Bores and the exclusive
  worldwide license to the HIP Downhole Process Technology, our company did not
  have an operating business. Our sole business was to identify a suitable
  business opportunity or a suitable business with which to enter into a business
  combination. Our current business is to increase the recovery from oil wells
  using the HIP Downhole Process Technology.

Traditional oil exploration involves acquiring exploration or
  drilling rights, conducting seismic and other subsurface studies to estimate if
  oil and gas is present, and then drilling of the properties in order to attempt
  to discover and extract the oil and gas. The process can be extremely expensive
  and time consuming. Costs for drilling a single well have escalated dramatically
  and can run into the hundreds of thousands of dollars, Further, a significant
  percentage of all traditional exploration wells drilled each year end-up being
  dry holes. Our business is to increase the production of proven but unproductive
  wells, or to increase production from damaged, uneconomical, and stripper well
  bores using the HIP Downhole Process Technology.

Our initial focus will be to concentrate our operations on
  applying the HIP Downhole Process Technology to existing and proven well bores
  and reservoirs that have become non-commercial, uneconomic, depleted or damaged.
  We intend to demonstrate the value of the HIP Downhole Process Technology by
  improving the recovery of oil from well bores, after which we intend to acquire
  additional well bores that we believe could have an increase in production if
  the HIP Downhole Process Technology was applied to the well bores. We believe we
  can generate more revenues by participating in the development of the well
  bores, rather than by licensing the HIP Downhole Process Technology to third
  parties. We believe the Company will benefit from increased industry recognition
  of the HIP Downhole Process Technology, while generating an ongoing and
  sustained cash flow from the increased recovery of hydrocarbons.

HIP Downhole Process Technology

The HIP Downhole Process Technology was developed over a period
  of 28 years by Mr. Peter Noonan, who worked extensively with chemical engineers,
  scientists and oil and gas reservoirs and its associated field applications in
  the development of the areas in enhanced oil recovery systems. Over time,
  certain oil and gas wells will experience significant production decreases, as
  the remaining hydrocarbon molecules become heavier and attracts unwanted
  elements. The HIP Downhole Process stops and reverse the formation of these
  heavier molecules and prevents the production decrease.

When material from an oil or gas well is removed too rapidly or
  when too much material has been removed by production, the remaining hydrocarbon
  material in the reservoir can change in such a way to become heavier and more
  resistant to flow. The result is the formation of paraffinic and asphaltic
  compounds that cause solidification or increase in pour-point temperatures. The
  viscosity of the hydrocarbon material increases tremendously, as electrochemical
  potential differences increase molecular attraction. Increased viscosity
  attracts other elements and compounds, such as entrained water, salts, metallic
  and foreign materials (silicates, carbonates and oxides), which further
  increases resistance to flow and leads to decreased production. As the reservoir
  pressure decreases over time, many wells become blocked and the remaining
  hydrocarbon compounds become very large molecules that are heavier in weight. As
  a result, there is a build-up of large molecular structure material which
  consists of paraffinic, asphaltenes, salt residuals, calcites, sulfites and
  metallic residuals, which further reduces production output. In many instances
  the resultant build up of viscous material will completely shut down production
  before the full availability of proven recoverable reserves is recovered.

The HIP Process utilizes a constant injection of formulized
  heated gaseous fluids through a proprietary method of delivery This process
  causes a physical reaction of molecular exchange in such a way that promotes
  formation of simple hydrogen molecular relationships and eliminates large
  electrochemical potential differences. This inhibits formation of heavier
  hydrocarbon molecules. The process works best when the pressure, volume, and
  temperature of

15

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the well are maintained as constant as possible. Elemental and
  salt residues of the process remain in place in a reservoir since the technology
  is instrumental in producing molecular exchange to form lighter hydrocarbon
  molecules similar to those that have been removed from the reservoir formation
  by production.

The HIP Process is intended to increase both oil and gas
  production and decrease the lifting costs of the well. The decrease in lifting
  costs which is intended to result in an increased revenue stream.

The Well Bores

On March 30, 2010, following the closing of the Asset Purchase
  Agreement, HIP acquired all of HIP Resources rights, title and interest to 50
  well bores located in West Texas and 1 well bore located in Opal Ward
  (collectively, the Texas Well Bores). Figure 1  Location of Well Bores shows
  the general location of the Texas Well Bores.

Figure 1- Location of Well Bores

Figure 1  Location of
  Well Bores

In addition, under the terms of the Asset Purchase Agreement,
  HIP Resources agreed to transfer to HIP, all of HIP Resources rights, title and
  interest in 101 well bores located in East Texas and Louisiana (the Louisiana
  Well Bores together with the Texas Well Bores, the Well Bores).

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The following is a list of the Texas Well Bores including Oil
  Lease numbers, number of wells and total depth:

|Lease Name                            | Oil Lease Gas ID No. | Location                    | Number of Wells | Total Depth
|------------------------------------- | -------------------- | --------------------------- | --------------- | -----------
|West Texas                            |                      |                             |                 |            
|Cluster 1                             |                      |                             |                 |            
|Texaco 9-1 (Texaco "9")               | 33329                | Section 9 Block 56 Range 3  | 1               | 3,700      
|Texaco 9-2                            | 33329                | Section 9 Block 56 Range 3  | 1               | 3,700      
|Texaco 9-3                            | 33329                | Section 9 Block 56 Range 3  | 1               | 3,700      
|Texaco 9-4                            | 33329                | Section 9 Block 56 Range 3  | 1               | 3,700      
|Texaco 9-5                            | 33329                | Section 9 Block 56 Range 3  | 1               | 3,700      
|Phillips 66 #2 (Phillips 66)          | 32571                | Section 18 Block 56 Range 3 | 1               | 3,700      
|Phillips 66 #3 (Phillips 66 3A)       | 33149                | Section 18 Block 56 Range 3 | 1               | 3,700      
|Cluster 2                             |                      |                             |                 |            
|Arco State 14-1                       | 33585                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 #5                      | 33585                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 #2 (Arco State 14)      | 33585                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 #4                      | 33585                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 - A #1 (Arco State 14A) | 34155                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 - A #2 (Arco State 14A) | 34155                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 - A #3 (Arco State 14A) | 34155                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 14 - A #4 (Arco State 14A) | 34155                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State #2 Injection (dual Well)   | 25126                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State #3                         | 25126                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State #4                         | 25126                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State #5                         | 25126                | Section 14 Block 56 Range 3 | 1               | 3,700      
|Arco State 24 #2 (Arco State 24)      | 069586               | Section 24 Block 57 Range 3 | 1               | 3,400      
|Arco State 24 #3 (Arco State 24)      | 069779               | Section 24 Block 57 Range 3 | 1               | 3,400      
|Arco State 24 #4 (Arco State 24)      | 069912               | Section 24 Block 57 Range 3 | 1               | 3,400      
|Cluster 3                             |                      |                             |                 |            
|Reeves BK HD - 1 (Horizontal)         | 36100                | Section 15 Block 56 Range 3 | 1               | 4,900      
|Reeves BK FEE # 1                     | 32288                | Section 15 Block 56 Range 3 | 1               | 3,700      
|Reeves BK # 2 (Reeves-BK-FEE)         | 32288                | Section 15 Block 56 Range 3 | 1               | 3,700      
|Reeves BK # 3                         | 32288                | Section 15 Block 56 Range 3 | 1               | 3,700      
|Reeves BK FEE # 5                     | 32288                | Section 15 Block 56 Range 3 | 1               | 3,700      
|BK # 4 (Texaco Reeves BK)             | 33947                | Section 15 Block 56 Range 3 | 1               |            

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|Lease Name                                | Oil Lease Gas ID No. | Location                    | Number of Wells | Total Depth
|----------------------------------------- | -------------------- | --------------------------- | --------------- | -----------
|                                          |                      |                             |                 | 3,700      
|Texaco 23 #1 (Texaco "23")                | 33670                | Section 23 Block 56 Range 3 | 1               | 3,700      
|Texaco 23 #2                              | 33670                | Section 23 Block 56 Range 3 | 1               | 3,700      
|Texaco 23 #3                              | 33670                | Section 23 Block 56 Range 3 | 1               | 3,700      
|Texaco 13-1 HD Horizontal (Penwell)       | 12345                | Section 13 Block 56 Range 3 | 1               | 4,987      
|Cluster 4- Regular 57                     |                      |                             |                 |            
|Anadarko State 14 #5 (Anadarko State A)   | 34376                | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 14 #6 (Anadarko State R)   | 34463                | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 14 #1 (Anadarko State 14)  | 072948               | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 14 #2 (Anadarko State 14)  | 074167               | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 14 #3 (Anadarko State 14)  | 075491               | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 14 #4 (Anadarko State 14)  | 075724               | Section 14 Block 57 Range 3 | 1               | 3,200      
|Anadarko State 23 #4 (Anadarko State)     | 34313                | Section 14 Block 57 Range 3 | 1               | 3,200      
|Stack State 1                             | 34366                | Section 14 Block 57 Range 3 | 1               | 3,200      
|Stack State 2                             | 34366                | Section 14 Block 57 Range 3 | 1               | 3,200      
|Cluster 5                                 |                      |                             |                 |            
|Reeves AM 25 #1 (AM Reeves)               | 34146                | Section 25 Block 57 Range 3 | 1               | 6,200      
|Reeves AM 25 #1 (Reeves -AM- Fee)         | 036114               | Section 25 Block 57 Range 3 | 1               | 3,200      
|Reeves AM 25 #2 (Reeves -AM- Fee)         | 036115               | Section 25 Block 57 Range 3 | 1               | 3,200      
|State of Texas 23 # 5 (State 26)          | 34312                | Section 23 Block 56 Range 3 | 1               | 3,100      
|State of Texas 26 # 5 (State 23)          | 34464                | Section 26 Block 57 Range 3 | 1               | 3,100      
|State of Texas 26 # 1 (State of Texas 26) | 066070               | Section 26 Block 57 Range 3 | 1               | 3,100      
|State of Texas 26 # 3 (State of Texas 26) | 069567               | Section 26 Block 57 Range 3 | 1               | 3,100      
|State of Texas 26 # 4 (State of Texas 26) | 069568               | Section 26 Block 57 Range 3 | 1               | 3,100      
|State of Texas 26 # 7 (Robinson)          | 36098                | Section 26 Block 57 Range 3 | 1               | 3,100      
|Cluster 6                                 |                      |                             |                 |            
|Meeker 15 -1                              | 30942                | Section 15 Block 21 Range 3 | 1               | 3,700      
|Opal Ward # 1                             | 1 Leon               |                             | 1               | 9,475      
|TOTAL                                     |                      |                             | 52              |            

The following is a list of the Louisiana Well Bores including
  Oil Lease numbers, number of wells and total depth:

|Lease Name East Texas | **Oil 
      Lease** Gas ID No. | Location | Number of Wells | Total Depth
|--------------------- | ------------------------------- | -------- | --------------- | -----------
|                      |                                 |          |                 |            
|Cluster 1             |                                 |          |                 |            

18

---

|Lease Name     | Oil Lease Gas ID No. | Location | Number of Wells | Total Depth
|-------------- | -------------------- | -------- | --------------- | -----------
|Cowherd # 1    | 129107               |          | 2               | 6,180      
|Cowherd # 2    | 12629                |          | 2               | 6,622      
|Cowherd # 3    |                      |          | 1               | 2,500      
|Peggy Ashley 1 | 129114               |          | 1               | 6,174      
|Chevron # 1    |                      |          | 1               | 6,088      
|Chevron # 3    |                      |          | 1               | 6,150      
|Panola # 1     |                      |          | 1               | 2,500      
|Panola # 2     |                      |          | 1               | 2,500      
|Panola # 3     |                      |          | 1               | 2,500      
|Panola # 4     |                      |          | 1               | 2,500      
|Panola # 5     |                      |          | 1               | 2,500      
|Panola # 6     |                      |          | 1               | 2,500      
|Elysian # 1    |                      |          | 1               | 2,700      
|Elysian # 2    |                      |          | 1               | 2,700      
|Elysian # 3    |                      |          | 1               | 2,700      
|Elysian # 4    |                      |          | 1               | 2,700      
|Elysian # 5    |                      |          | 1               | 2,700      
|Elysian # 6    |                      |          | 1               | 2,700      
|Elysian # 7    |                      |          | 1               | 2,700      
|Elysian # 8    |                      |          | 1               | 2,700      
|Elysian # 9    |                      |          | 1               | 2,700      
|Elysian # 10   |                      |          | 1               | 2,700      
|Elysian # 11   |                      |          | 1               | 2,700      
|Elysian # 12   |                      |          | 1               | 2,700      
|Elysian # 13   |                      |          | 1               | 2,700      
|Elysian # 14   |                      |          | 1               | 2,700      
|Elysian # 15   |                      |          | 1               | 2,700      
|Elysian # 16   |                      |          | 1               | 2,700      
|Elysian # 17   |                      |          | 1               | 2,700      
|Elysian # 18   |                      |          | 1               | 2,700      
|Elysian # 19   |                      |          | 1               | 2,700      
|Elysian # 20   |                      |          | 1               | 2,700      
|Elysian # 21   |                      |          | 1               | 2,700      

19

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|Lease Name        | **Oil Lease** Gas ID No. | Location         | Number of Wells | Total Depth
|----------------- | ------------------------ | ---------------- | --------------- | -----------
|Elysian # 22      |                          |                  | 1               | 2,700      
|Laeke A-1         |                          |                  | 1               | 2,700      
|Laeke A-2         |                          |                  | 1               | 2,700      
|Laeke B-1         |                          |                  | 1               | 2,700      
|Laeke B-2         |                          |                  | 1               | 2,700      
|Laeke B-3         |                          |                  | 1               | 2,700      
|                  |                          | East Texas Total | 41              |            
|Louisiana         |                          |                  |                 |            
|Abney J. D. Lease | 1 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 2 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 3 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 4 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 5 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 6 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 7 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 8 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 9 Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 10Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 11Harrison               |                  | 1               | 2,475      
|Abney J. D. Lease | 12 Harrison              |                  | 1               | 2,475      
|Abney #1 (460)    | 103405                   |                  | 1               | 2,500      
|Abney #3          | 105607                   |                  | 1               | 2,500      
|Abney #4          | 105839                   |                  | 1               | 2,500      
|Abney #5          | 106853                   |                  | 1               | 2,500      
|Abney #6          | 107873                   |                  | 1               | 2,500      
|Abney #7          | 109040                   |                  | 1               | 2,500      
|Abney #8          | 110360                   |                  | 1               | 2,500      
|Abney #9          | 110361                   |                  | 1               | 2,500      
|Abney #10         | 113026                   |                  | 1               | 2,500      
|Abney #11         | 131636                   |                  | 1               | 2,500      
|Abney #12         | 129650                   |                  | 1               | 2,500      
|Abney #13         | 130786                   |                  | 1               | 2,500      
|Abney #14         | 133367                   |                  | 1               | 2,500      

20

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|Lease Name       | Oil Lease Gas ID No. | Location | Number of Wells | Total Depth
|---------------- | -------------------- | -------- | --------------- | -----------
|Abney #15        | 133412               |          | 1               | 2,500      
|Abney #16        | 131635               |          | 1               | 2,500      
|Abney #17        | 130887               |          | 1               | 2,500      
|Abney #18        | 127779               |          | 1               | 2,500      
|Abney #19        | 131605               |          | 1               | 2,500      
|Abney #20        | 128716               |          | 1               | 2,500      
|Abney #21        | 127217               |          | 1               | 2,500      
|Abney #22        | 127385               |          | 1               | 2,500      
|Abney D #2 (150) | 130119               |          | 1               | 2,500      
|Abney D #3       | 130138               |          | 1               | 2,500      
|Abney D #4       | 130640               |          | 1               | 2,500      
|Abney D #5       | 130752               |          | 1               | 2,500      
|Abney D #6       | 130923               |          | 1               | 2,500      
|Abney D #7       | 131025               |          | 1               | 2,500      
|Abney D #8       | 131104               |          | 1               | 2,500      
|Abney D #9       | 133427               |          | 1               | 2,500      
|Abney D #10      | 136179               |          | 1               | 2,500      
|Abney D #11      | 133466               |          | 1               | 2,500      
|Abney D #12      | 136343               |          | 1               | 2,500      
|Abney D #14      | 136702               |          | 1               | 2,500      
|Atkinson A #001  |                      |          | 1               | 2,500      
|Atkinson A #002  |                      |          | 1               | 2,500      
|Atkinson A #003  |                      |          | 1               | 2,500      
|Atkinson B #001  |                      |          | 1               | 2,500      
|Atkinson B #002  |                      |          | 1               | 2,500      
|Atkinson B #003  |                      |          | 1               | 2,500      
|Abney Kirk #001  |                      |          | 1               | 2,500      
|Abney Kirk #002  |                      |          | 1               | 2,500      
|Abney Kirk #003  |                      |          | 1               | 2,500      
|Abney Kirk #004  |                      |          | 1               | 2,500      
|Abney Kirk #005  |                      |          | 1               | 2,500      
|Abney Kirk #006  |                      |          | 1               | 2,500      
|Abney Kirk #007  |                      |          | 1               | 2,500      

21

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|Lease Name      | **Oil Lease** Gas ID No. | Location | Number of Wells | Total Depth
|--------------- | ------------------------ | -------- | --------------- | -----------
|Abney Kirk #008 |                          |          | 1               | 2,500      
|Abney Kirk #009 |                          |          | 1               | 2,500      
|Total           |                          |          | 101             |            

In consideration for the Well Bores, HIP issued 20,000,000 of
  its common shares to EEL at a deemed price of $0.001 per share. As a condition
  of the Asset Purchase Agreement, on January 12, 2010, HIP, HIP Texas, and HIP
  Nevada entered into a joint operating agreement with TexLa Operating Company,
  whereby TexLa Operating Company (TexLa) agreed to develop the Well Bores using
  the HIP Downhole Process Technology. In consideration for their services, TexLa
  was granted a 10% working interest in any of the Well Bores that the HIP
  Downhole Process Technology is applied to. This structure is intended to ensure
  that TexLas interest is aligned with HIP, as TexLa will have an operating
  interest in the Well Bores. Also as a condition of the Asset Purchase Agreement,
  the parties agreed to enter into a Non-Competition Agreement dated March 14,
  2010 pursuant to which EEL and HIP Resources agreed, among other things, not to
  compete against the business of the Company for a period of four years from the
  date of the agreement. In addition, as the License Agreement grants HIP a
  worldwide exclusive license to the HIP Downhole Process Technology, EEL and HIP
  Resources will not be able to use the HIP Downhole Process Technology on any
  well or well bores, except as provided under the License Agreement.

Current Operations

According to data provided to us by HIP Tech under the License
  Agreement, the HIP Downhole Process Technology has dissipated the barrier of 23
  impediments that restricted or shut in the reservoirs located in the West Texas
  field, where the Texas Well Bores are located. According to data provided to us
  by HIP Tech, the HIP Process was applied on several of the Well Bores during the
  period from 1998 through 2004. These Well Bores experienced an increase in
  production after the HIP Downhole Process Technology was applied.

More recently, during 2008 to the present, the HIP Downhole
  Process has been applied on a single Well Bore, namely the Opal Ward 1 well,
  (the Opal Well) located in Opal Ward, Texas. The Opal Well was chosen
  specifically for its use as a central process unit, which, when fully
  operational, would serve as the central control and processing facility for an
  offset of up to 15 or more oil and gas wells located within the same reservoir.
  As at February 2010, the Opal Well was being operated for its increased
  production on a continuous flow basis using the HIP Downhole Process. The HIP
  Downhole Process has increased the down hole pressure to 3361 psi compared to
  down hole pressures of 431 psi in March 1993 when the Opal Well was shut in. If
  we are successful in replication these pressure and expected production
  increases as we expand out to offsetting wells, then we will be in a position to
  aggressively pursue the acquisition or leasing of additional well bores on which
  to apply the HIP Downhole Process Technology. Our ability to prove the
  commercial viability of the HIP Downhole Process Technology is the key to our
  business.

Plan of Operation

Financing

We plan to focus on those areas that will result in the
  production of oil and gas in the shortest time frame. In pursuing this
  objective, we plan to raise funds as required with the intent of minimizing
  dilution and maximizing return on funds deployed. Until such time as the HIP
  Downhole Process Technology is further developed and results in revenues from
  production of oil and gas from applied wells, we plan to primarily rely on
  traditional equity markets and if available, debt instruments to raise our
  required funding.

Use of Funding

Any funds received will, at the discretion of management, be
  allocated in part to establishing 5 to 8 test wells, which may include the
  expansion from the central unit at the Opal Well into 5 additional offset well
  locations within the same reservoir or development of any of the Well Bores. If
  oil and gas production is attained from these low production or problematic
  wells using the HIP Process, we will then continue to expand our
  commercialization of the HIP Downhole Process Technology.

22

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We plan on deploying monies in those prospect areas where we
  have the greatest understanding of the existing well bores and reservoirs. To
  this end, we plan to focus our initial efforts on using the HIP Process in well
  bores and basins in such regions as the Woodbine and Austin Chalk region of the
  U.S. These regions are low-risk and long-term energy producers. We will
  participate in such regions with landowners or companies that have access to
  leases located in geological trends that have demonstrated substantial
  historical production and have potential remaining reserves that can be
  exploited in a low-risk, systematic fashion.

We have an initial project plan and budget that envisages an
  investment approximately $1 million to fund a capital project and operating
  costs and are expected to be deployed as set out in the following table:

Project 1 - Budget for First
  FinancingSummarized Statement of Changes in Cash

Year 11st
        QTR
      2nd   QTR
      3rd
        QTR
      4th
        QTR
      Total YR 1Operating Costs:- License to HIP(T)
      19,515
      104,448
      193,974
      223,817
      541,754- Field operating costs
      50,700
      28,350
      26,850
      35,250
      141,150- Field Labor Costs
      3,600
      3,600
      3,600
      36,000
      46,800- Admin Operating Costs
      231,601
      246,302
      235,302
      103,100
      816,305- Admin CDN Costs
      129,900
      192,800
      192,800
      192,800
      708,300Total Costs
      435,316
      575,500
      652,526
      590,967
      2,254,309Capital Assets- Project Capital Costs
      (575,500)
      (250,000)
      
      
      (825,500)




Our sole tangible assets consist of the Well Bores and the
  exclusive worldwide license to the HIP Downhole Process Technology. It is
  however a requirement of the application of the HIP Downhole Process Technology
  that certain equipment and other fixed or other tangible assets be acquired or
  leased in order that any potential commercialization of the HIP Tech on any of
  the well bores can be realized. The equipment required as part of the HIP
  Downhole Process in part forms the basis of the application patent relating to
  the HIP Downhole Process Technology and in other cases is readily available
  oilfield equipment. The availability of any specific equipment may affect our
  ability to carry out its operations in a timely and cost effective manner. As
  stated earlier, our short-term plan is to apply and test the HIP Downhole
  Process Technology on a number of wells and wellbores acquired from HIP
  Resources. The results of these tests and the ongoing development and
  application of the HIP Downhole Process Technology will directly affect the
  Companies ability to generate revenue and raise additional capital to further
  expand its programs and acquire any ongoing plant and equipment. As with any new
  technology applications there is inherent risk that the technology itself may
  not prove commercially viable or result in any economic production.

China Joint Venture

We have been in preliminary discussions with China Jianghan Oilfield Company (JOC) to form a joint venture (a China Joint Venture). Our discussion to-date have focussed on the development of an initial pilot program to prove the economic viability of the HIP Downhole Process  Technology on an agreed number of beta test well bores within the Jianghan Oilfield in China. After the economic viability of the HIP Downhole Process Technology has been proven, the HIP Downhole Process Technology applied on a large scale. As of the date of this report, we have not signed any definitive agreements with JOC and they may cease discussions at any time. Further, although we are at an advanced stage of negotiations and agreement as to the financial terms, number of wells and contribution of the respective parties, we have not signed any letters of intent or memorandums of understanding regarding same at this time.

License Agreement

Under the License Agreement, HIP Nevada was granted a worldwide
  exclusive license to the HIP Downhole Process Technology for the purpose of
  developing, producing, using, selling or otherwise commercially exploiting all
  subject matter encompassed within the scope of the HIP Downhole Process
  Technology. The consideration for the acquisition of the HIP Downhole Process
  Technology was the issuance of 30 million common shares of HIP to Group Rich and
  the grant of an agreed royalty structure on certain non-China ventures by HIP.

The royalty payment varies depending on the project. HIP Tech
  and HIP, collectively, will split any proceeds from a non-China Joint Venture as
  follows:

(i)****On all Non-China joint venture related projects or operations on which
  the HIP Downhole Process Technology are being applied, HIP agrees subject to
  (ii) below, pay to Group

23

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Rich and HIP Tech (together the
  Licensor) a royalty fee equal to 25% of the gross revenue received by HIP from
  oil and gas wells where cumulative gross production per well exceeds more than
  20 barrels of oil equivalences per day (Bblsoepd) for each monthly period. In
  the event cumulative production per well is equal to or less than 20 Bblsoepd
  for each monthly period, then the royalty will be reduced to 20% of the gross
  revenue received by HIP for all such wells.

Gross Average Production Per Well Per 
        Day, calculated
        commencing from the day 
        immediately after Well bore 
        Commercialization
      Percentage Payable to LicensorUp to 20 barrels
        per well per day
      20%
        Gross RevenueGreater than 20
        barrels per well per day
      25%
        Gross Revenue


(ii). ****Immediately upon HIP completing an equity or debt financing of
  US$1,000,000 or more, the gross royalty set out in (i) will be reduced to a flat
  25% of all net revenue derived by HIP from projects on which the HIP Downhole
  Process Technology is being applied.

*C.*          *Organizational Structure*

Our organizational structure is as follows:



HIP Energy (Texas) Corp. (HIP Texas) is a wholly owned
  subsidiary that is governed by the laws of the state of Texas. HIP Texas was
  incorporated for the purposes of holding title to the Well Bores.

HIP Energy (Nevada) Corp. (HIP Nevada) is a wholly owned
  subsidiary that is governed by the laws of the state of Nevada. HIP Nevada was
  incorporated for the purposes of holding our license to the HIP Downhole Process
  Technology.

*D.*          *Property, Plant and Equipment*

We currently have an office located at Suite 404  999 World
  Trade Centre, Vancouver, British Columbia, Canada V6E 3E26. We believe that our
  current office arrangements provide adequate space for our foreseeable future
  needs.

We also have an interest in the Well Bores, as described in
  more detail under the heading Business Overview - The Well Bores.

ITEM
  4A        Unresolved Staff Comments

Not applicable.

ITEM
  5           Operating and
  Financial Review and Prospects

The information in this section is presented in accordance with
  Canadian generally accepted accounting principles and has not been reconciled to
  United States generally accepted accounting principles.

*A.*          *Operating Results*

Our company did not generate any revenues during fiscal 2009 or
  2008 as, during this period, our companys business was to seek out a suitable
  business opportunity or business combination.

24

---

Quarterly Financial Information

The following table provides selected quarterly financial
  information for 2009 for our company:

|                                 |   | 2009        |  
|-------------------------------- | - | ----------- | -
|                                 |   |             |  
|                                 |   | November 30 |  
|                                 |   | (Unaudited) |  
|Revenues                         | $ | Nil         |  
|                                 |   |             |  
|Net loss                         |   | (33,861     | )
|                                 |   |             |  
|Basic and Diluted loss per share |   | (0.01       | )

The following table provides selected quarterly financial
  information for 2008 for our company:

|                                 |   | 2008        |  
|-------------------------------- | - | ----------- | -
|                                 |   |             |  
|                                 |   | November 30 |  
|                                 |   | (Unaudited) |  
|Revenues                         | $ | Nil         |  
|                                 |   |             |  
|Net loss                         |   | (17,315     | )
|                                 |   |             |  
|Basic and Diluted loss per share |   | (0.01       | )

Yearly Financial Information

The following table provides selected yearly financial
  information for the last three years of our company:

|                                 |   | 2009    |   |   | 2008    |   |   | 2007    |  
|-------------------------------- | - | ------- | - | - | ------- | - | - | ------- | -
|                                 |   |         |   |   |         |   |   |         |  
|Revenues                         | $ | Nil     |   | $ | Nil     |   | $ | Nil     |  
|                                 |   |         |   |   |         |   |   |         |  
|Net loss                         |   | (66,143 | ) |   | (47,508 | ) |   | (61,980 | )
|                                 |   |         |   |   |         |   |   |         |  
|Basic and Diluted loss per share |   | (0.02   | ) |   | (0.04   | ) |   | (0.05   | )
|                                 |   |         |   |   |         |   |   |         |  
|Expenses                         |   | (66,143 | ) |   | (47,508 | ) |   | (61,980 | )
|                                 |   |         |   |   |         |   |   |         |  
|Cash Flow                        |   | 7,606   |   |   | 3,721   |   |   | (15,993 | )

The increase in the net loss of fiscal 2009 as compared to
  fiscal 2008 was due to an increase in professional fees and office and
  miscellaneous due to increased expenses associated with our public reporting
  obligations in Canada and the U.S.

Expenses incurred in the fiscal year ended November 30, 2009
  and in the fiscal year ended November 30, 2008 were primarily those required to
  maintain our continuous disclosure requirements as a public company while we
  seek to identify a suitable business opportunity or business combination.

The increase in cash inflow of our 2009 fiscal year end as
  compared to our 2008 fiscal year end was due primarily to $58,291 of private
  placement proceeds we received from a director during 2009.

25

---

*B.*          *Liquidity and Capital Resources*

We have cash of $12,229 as at November 30, 2009, compared to
  $4,623 as at November 30, 2008. During the year ended November 30, 2009, we
  spent $25,685 on operating activities, repaid $25,000 of advance payable, and
  received $58,291 from a private placement with the President of the Company,
  thereby increasing our cash position from $4,623 at November 30, 2008 to $12,229
  at November 30, 2009. Our companys operating expenses of $66,143 for the fiscal
  year ended November 30, 2009 included professional fees (accounting,
  administration and legal) of $50,575, transfer agent and regulatory fees of
  $5,191, office and miscellaneous fees of $7,172 and other expenses of $3,205.

We have cash of $4,623 as at November 30, 2008, compared to
  $902 as at November 30, 2007. During the year ended November 30, 2008, we spent
  $47,508 on operating activities, received $25,000 from a director and $15,000
  from a shareholder as advances and received a refund of $5,000 that was used as
  a deposit in connection with the general acquisition of an exploration permit,
  thereby increasing our cash position from $902 at November 30, 2007 to $4,623 at
  November 30, 2008. Our companys operating expenses of $47,508 for the fiscal
  year ended November 30, 2008 included professional fees (accounting,
  administration and legal) of $34,665, transfer agent and regulatory fees of
  $6,576, office and miscellaneous fees of $5,015 and other expenses of $1,252.

We presently believe that subject to obtaining additional
  financing of $1 million, we will have sufficient capital resources to fund our
  initial plan of operations for the next twelve months, as described in Item 4.B
  of this Form 20-F. However, if we are not successful in generating revenues from
  any associated or increased oil and gas production on the tested well bores
  during the initial period or we do not receive all the funds from equity
  financings we complete, then we will require additional funds to continue
  advanced development of the Well Bores and to undertake any additional
  operations.

Cash on hand is currently our only source of liquidity. We do
  not have any lending arrangements in place with banking or financial institutions
  and we do not anticipate that we will be able to secure these funding arrangements
  in the near future.

Operating Activities

Operating activities used cash of $25,685 for the year ended
  November 30, 2009 compared to $41,279 for the year ended November 30, 2008. This
  decrease was due to slower payment of the accounts payable and accrued
  liabilities balances.

Investing Activities

Investing activities provided cash of $nil for the year ended
  November 30, 2009, compared to providing cash $5,000 for the year ended November
  30, 2008. This decrease was due to therefund of deposit in mineral
  properties that the Company received in 2008.There was no equivalent
  amount in fiscal 2009.

Financing Activities

Financing activities provided net cash of $33,291 for the year
  ended November 30, 2009, compared to $40,000 for the year ended November 30,
  2008. This decrease in net cash was due to repayment of the advance payable in
  the year. We used part of the $58,291 proceeds from issuance of our common
  shares to repay $25,000 of advanced payable.

Capital Resources

We anticipate that we will incur approximately $2,254,309 for
  operating expenses over the next twelve months. These expenses include
  professional legal and accounting expenses associated with our company being a
  reporting issuer in the United States under the Securities Exchange Act of
    1934 and a reporting issuer in British Columbia.

Application of Critical Accounting Policies

The preparation of financial statements in conformity with
  Canadian generally accepted accounting principles requires our management to
  make estimates and assumptions that affect the reported amounts 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 periods. Significant areas requiring the use of management
  estimates relate to the impairment of mineral property interests and the
  determination of reclamation obligations. Actual

26

---

results could differ from those estimates. By their nature,
  such estimates are subject to measurement uncertainty and the effect on the
  financial statements of changes in such estimates in future periods could be
  significant.

The financial statements have, in managements opinion, been
  properly prepared within the framework of the significant accounting policies
  summarized below.

Foreign Currency Translation

Monetary items denominated in foreign currencies are translated
  into Canadian dollars at exchange rates prevailing at the balance sheet date and
  non-monetary items are translated at exchange rates prevailing when the assets
  were acquired or obligations incurred. Foreign currency denominated revenue and
  expense items are translated at exchange rates prevailing at the transaction
  date. Gains or losses arising from the translations are included in
  operations.

Stock-Based Compensation

Stock-based compensation is accounted for at fair value as
  determined by the Black-Scholes option pricing model using amounts that are
  believed to approximate the volatility of the trading price of our companys
  stock, the expected lives of awards of stock-based compensation, the fair value
  of our companys stock and the risk-free interest rate. The estimated fair value
  of awards of stock-based compensation is charged to expense as awards vest, with
  offsetting amounts recognized as contributed surplus.

Accounting Changes

The Company adopted CICA Handbook Section 1506 Accounting
  Changes which revises the standards on changes in accounting policy, estimates
  or errors to require a change in accounting policy to be applied retrospectively
  (unless doing so is impracticable or is specified otherwise by a new accounting
  standard), changes in estimates to be recorded prospectively, and prior period
  errors to be corrected retrospectively. Voluntary changes in accounting policy
  are allowed only when they result in financial statements that provide reliable
  and more relevant information. In addition, these revised standards call for
  enhanced disclosures about the effects of changes in accounting policies,
  estimates and errors on the financial statements. The impact of this new
  standard cannot be determined until such time as the Company makes a change in
  accounting policy, other than the changes resulting from the implementation of
  the new CICA Handbook standards discussed in this note.

Cash Distributions

The Company follows the CICA Handbook Section 1540, Cash Flow
  Statements, which has been amended to require additional disclosures where cash
  distributions are made in accordance with a contractual obligation for cash
  distributions. The adoption of this section has not resulted in any changes on
  the disclosure within the financial statements.

Capital Disclosures

Effective December 1, 2007, the Company adopted the new CICA
  guidelines of Section 1535, Capital Disclosures, which requires companies to
  disclose their objectives, policies and processes for managing capital,
  quantitative data about what the entity regards as capital, and whether
  companies have complied with externally imposed capital requirements and, if not
  in compliance, the consequences of such non-compliance.

In the management of capital, the Company includes cash in the
  definition of capital.The Company manages its capital structure and makes
  adjustments to it, based on the funds available to the Company, in order to seek
  and identify suitable business opportunities or business combinations in Canada.
  The board of directors does not establish quantitative return on capital
  criteria for management, but rather relies on the expertise of the Companys
  management to sustain future development of the business.

The Company places its cash with institutions of high credit
  worthiness. At November 30, 2009, the Company had cash of $12,229 compared to
  $4,623 as at November 30, 2008.

The Company has historically relied on the equity markets and
  advances from related parties to fund its activities. In order to carry out
  identifying business opportunities and pay for administrative costs, the Company
  will spend its existing working capital and raise additional funds as
  needed.

27

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Management reviews its capital management approach on an
  ongoing basis and believes that this approach, given the relative size of the
  Company, is reasonable. There have been no changes made to the capital
  management policy during the year.

Recently Adopted Accounting Pronouncements

The Canadian Accounting Standards Board (AcSB) issued CICA
  Handbook Section 3064 which replaces Section 3062, Goodwill and Other Intangible
  Assets, and Section 3450, Research and Development Costs. This new section
  establishes standards for the recognition, measurement, presentation and
  disclosure of goodwill subsequent to its initial recognition and of intangible
  assets. Standards concerning goodwill remain unchanged from the standards
  included in the previous Section 3062. The section applies to interim and annual
  financial statements relating to fiscal years beginning on or after October 1,
  2008. Effective December 1, 2008, the Company has applied this standard and the
  adoption of this did not have material impact on the financial statements.

The amended Section 1400 provides guidance related to
  managements assessment of the Companys ability to continue as a going concern.
  The additional requirement requires management to make an assessment of the
  Companys ability to continue as a going concern and to disclose any material
  uncertainties related to events or conditions that may cast significant doubt
  upon the entitys ability to continue as a going concern. Note 1 addresses the
  additional disclosure as required.

The CICA handbook Section 1000 has been amended to focus on the
  capitalization of costs that meet the definition of an asset and de-emphasizes
  the matching principle. The revised requirements are effective for annual and
  interim financial statements relating to fiscal years beginning on or after
  October 1, 2008. The amendment has not resulted in any changes on the financial
  position or results of the Company.

Recent Accounting Pronouncements

In 2006, the AcSB published a new strategic plan that will
  significantly affect financial reporting requirements for Canadian companies.
  The AcSB strategic plan outlines the convergence of Canadian GAAP with IFRS over
  an expected five year transitional period. In February 2008, the AcSB announced
  that 2011 is the changeover date for publicly-listed companies to use IFRS,
  replacing Canadas own GAAP. The date is for interim and annual financial
  statements relating to fiscal years beginning on or after January 1, 2011. The
  transition date of January 1, 2011 will require the restatement for comparative
  purposes of amounts reported by the Company for the year ended November 30,
  2011. While the Company has begun assessing the adoption of IFRS for 2011, the
  financial reporting impact of the transition to IFRS cannot be reasonably
  estimated at this time. The Company is currently assessing the impact of the
  above new accounting standards on the Companys financial positions and results
  of operations.

The CICA handbook Section 1601, Consolidated Financial
  Statements, and Section 1602, Non-controlling Interests, replaces Section
  1600. Section 1601 establishes standards for the preparation of consolidated
  financial statements. Section 1602 establishes standards for accounting, for a
  non-controlling interest in a subsidiary in consolidated financial statements,
  subsequent to a business combination. Section 1602 is equivalent to the
  corresponding provisions of International Financial Reporting Standard IAS 27,
  Consolidated and Separate Financial Statements. These standards are effective
  for the Company for interim and annual financial statements beginning on January
  1, 2011. Early adoption is permitted. The Company has not yet determined the
  impact of the adoption of these changes on its financial statements.

The CICA handbook Section 1582, Business Combinations,
  which replaces Section 1581, Business Combinations, establishes
  standards for the accounting for a business combination. It is the Canadian
  GAAP equivalent to International Financial Reporting Standard IFRS 3, Business
  Combinations. This standard is effective for interim and annual financial
  statements beginning on January 1, 2011. Early adoption is permitted. The Company
  has not yet determined the impact of the adoption of these changes on its financial
  statements.

Recent New Accounting Standards under United States Generally
  Accepted Accounting Principles

In June 2009, FASB issued The FASB Accounting Standards
  Codification and the Hierarchy of Generally Accepted Accounting Principles  a
  replacement of FASB Statement No. 162. The FASB Accounting Standards
  Codification (Codification) will become the source of authoritative U.S.
  generally accepted accounting principles (GAAP) recognized by FASB to be
  applied by nongovernmental entities. Rules and interpretive releases of the
  Securities and Exchange Commission SEC under authority of federal securities
  laws are also sources of authoritative GAAP for SEC registrants. On the
  effective date of this statement, the Codification will supersede all
  then-existing non-SEC accounting and reporting standards. All other
  non-grandfathered non-SEC accounting literature not included in the Codification
  will become non-authoritative. This statement is effective for financial

28

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statements issued for interim and annual periods ending after
  September 30, 2009. Effective December 1, 2008, references made to FASB guidance
  throughout these financial statements have been updated for the Codification.

Effective December 1, 2008, the Company adopted a new
  accounting standard included in ASC 805, Business Combinations. The new standard
  applies to all transactions or other events in which an entity obtains control
  of one or more businesses. Additionally, the new standard requires the acquiring
  entity in a business combination to recognize all (and only) the assets acquired
  and liabilities assumed in the transaction; establishes the acquisition-date
  fair value as the measurement date for all assets acquired and liabilities
  assumed; and requires the acquirer to disclose additional information needed to
  evaluate and understand the nature and financial effect of the business
  combination. The Companys adoption of the new accounting standard did not have
  a material effect on the Companys financial statements.

In January 2010, FASB issued an Accounting Standard Update, ASU
  No. 2010-06, on codification, Fair value Measurements and Disclosures (Topic
  820-10), improving disclosures about fair value measurements. This update
  provides amendments to Topic 820 that will provide more robust disclosures about
  (1) the different classes of assets and liabilities measured at fair value, (2)
  the valuation techniques and inputs used, (3) the activity in Level 3 fair value
  measurements, and (4) the transfers between Levels 1, 2, and 3. The standard
  adds new disclosure and clarifies existing disclosure requirements. The new
  standard requires disclosures of the fair value of financial instruments for
  interim reporting periods of publicly traded companies in addition to the annual
  disclosure required at year-end. The provisions of the new standard are
  effective for the interim periods ending after June 15, 2009. The adoption of
  the new standard did not have a material on the Companys financial statements.

In September 2009, FASB issued an Accounting Standards Update,
  ASU No. 2009-06, Income Taxes (Topic 740)  Implementation Guidance on
  Accounting for Uncertainty in Income Taxes and Disclosure Amendments for
  Nonpublic Entities. This update is to address the need for additional
  implementation guidance on accounting for uncertainty in income taxes. The
  implementation guidance will apply to financial statements of nongovernmental
  entities that are presented in conformity with U.S. GAAP. The effective date is
  for entities that are currently applying the standards for accounting for
  uncertainty in income taxes, the guidance and disclosure amendments are
  effective for financial statements issued for interim and annual periods ending
  after September 15, 2009. For those entities that have deferred the application
  of accounting for uncertainty in income taxes in accordance with paragraph
  740-10-65-1(e), the guidance and disclosure amendments are effective upon
  adoption of those standards. The adoption of the new standard did not have a
  material on the Companys financial statements.

In May 2009, FASB issued ASC 855, Subsequent Events, which
  establishes general standards of for the evaluation, recognition and disclosure
  of events and transactions that occur after the balance sheet date. Although
  there is new terminology, the standard is based on the same principles as those
  that currently exist in the auditing standards. The standard, which includes a
  new required disclosure of the date through which an entity has evaluated
  subsequent events, is effective for interim or annual periods ending after June
  15, 2009. The adoption of ASC 855 did not have a material effect on the
  Companys financial statements.

In August 2009, FASB issued an Accounting Standards Update, ASU
  No. 2009-5 Fair Value of Measurements and Disclosure (Topic 820)  Measuring
  Liabilities at Fair Value. The new guidance, which is now part of ASC 820,
  provides clarification that in certain circumstances in which a quoted price in
  an active market for the identical liability is not available, a company is
  required to measure fair value using one or more of the following valuation
  techniques: the quoted price of the identical liability when traded as an asset,
  the quoted prices for similar liabilities or similar liabilities when traded as
  assets, or another valuation technique that is consistent with the principles of
  fair value measurements. The new guidance clarifies that a company is not
  required to include an adjustment for restrictions that prevent the transfer of
  the liability and if an adjustment is applied to the quoted price used in a
  valuation technique, the result is a Level 2 or 3 fair value measurement. The
  new guidance is effective for interim and annual periods beginning after August
  27, 2009. The adoption of this standard did not have a material effect on the
  Companys financial statements.

Accounting Standards Not Yet Effective

FASB issued a new accounting standard included in ASC 820, The
  new standard requires disclosures of the fair value of financial instruments for
  interim reporting periods of publicly traded companies in addition to the annual
  disclosure required at year-end. The provisions of the new standard were
  effective for the interim periods ending after December 15, 2009. The adoption
  of this standard is not expected to have a material effect on the Companys
  financial statements.

In September 2009, FASB issued an Accounting Standards Update,
  ASU No. 2009-12, Fair Value Measurement and Disclosures, Topic (820). This
  amendments to Subtopic 820-10, Fair Value Measurements and DisclosuresOverall,
  for the fair value measurement of investments in certain entities that calculate
  net asset value per share (or its equivalent). The amendments in this Update
  also require disclosures by major category of investment about the

29

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attributes of investments within the scope of the amendments in
  this Update. The amendments in this Update are effective for interim and annual
  periods ending after December 15, 2009. Early application is permitted in
  financial statements for earlier interim and annual periods that have not been
  issued. If an entity elects to early adopt the measurement amendments in this
  Update, the entity is permitted to defer the adoption of the disclosure
  provisions of paragraph 820-10-50-6A until periods ending after December 15,
  2009. The Company is evaluating the impact it would have to the Companys
  financial statements.

*C.*          *Research and Development, Patents and Licenses etc.*

We do not currently, and did not previously, have research and
  development policies in place. Over the past three fiscal years, no funds were
  expended by our company on research and development activities.

*D.*          *Trend Information*

As we have just implemented a new business plan, we do not
  currently know of any trends that would be material to our operations.

*E.*          *Off-Balance Sheet Arrangements*

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

*F.*          *Contractual Obligations*

We do not have any contractual obligations.

ITEM 6         
  Directors, Senior Management and Employees

*A.*          *Directors and Senior Management*

The following table sets forth the names and business
  experience of each of our directors and officers, as of the date hereof:

|                         |                                                                           | Date of                                    
|------------------------ | ------------------------------------------------------------------------- | -------------------------------------------
|                         |                                                                           | Commencement of                            
|                         |                                                                           | Office with our                            
|Name and Age             | Present Position with our Company                                         | Company                                    
|                         |                                                                           |                                            
|Richard Coglon(1)(49)    | Director, 
      President, and 
      Chief Executive Officer            | November 26, 2001 
      May 26,
      2004
|                         |                                                                           |                                            
|Peter Noonan(1) (68)     | Director (Chairman)                                                       | March 30, 2010                             
|                         |                                                                           |                                            
|James Chui(1)(46)        | Director, and 
      Executive
      Vice President, Business Development | November 19, 2009                          
|                         |                                                                           |                                            
|Carlos Contreras(1) (61) | Director, and 
      Executive
      VP Operations                        | March 30, 2010                             

(1)Member of our audit committee.

Richard Coglon

Mr. Coglon graduated from the University of Alberta in 1982
  with a Bachelor of Commerce degree. In 1983, he attended the University of
  Victoria and received his Bachelor of Laws degree in 1986. Mr. Coglon was called
  to the Bar in British Columbia, Canada in 1987 and practiced in the areas of
  corporate finance and securities law until January 1, 2003 when Mr. Coglon
  ceased the active practice of law to concentrate on his other business ventures.

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From 2003 to present, Mr. Coglon carries on business under a
  privately owned venture capital firm which is involved in initiating and funding
  early stage growth companies in energy, mining, technology and real estate sector.
  Over the past 10 years, Mr. Coglon has raised or assisted in raising in excess
  of $100 million for private and public early stage companies. During 1995 to
  2006, Mr. Coglon served as a director and officer of various reporting issuers
  including TransGlobe Energy Corp. where he was responsible for initiating TransGlobes
  transition in 1995 to 1997 from a junior mining company to an international
  oil exploration and production company. In 1999, Mr. Coglon co-founded and served
  as president and chief executive officer of Heartland Oil and Gas Corp. From
  September 18, 2002 to January 1, 2006, Mr. Coglon serves as president and a
  director of Heartland. During this period, Heartland turned its Kansas CBM projects
  into commercial production. In 1995, Mr. Coglon co-founded Velvet Exploration
  Ltd., a start-up oil exploration and production company. Velvet was listed on
  the Toronto Stock Exchange and sold for US$430 million in August of 2001 in a friendly takeover
  transaction with El Paso Energy.

Peter Noonan

Mr. Noonan went through private schools and graduated from one
  of the finest college preparatory schools in the United States. He continued his
  education in pre-mechanical engineering by attending South Texas College. He
  attended the U.S. Naval Academy and presently holds a position of inactive
  service as an Officer in the US Navy due to an injury that was suffered in the
  line of duty. He is a life-time alumnus with USNAA and the Disable American
  Veterans. He continued his education at the University of Houston, University of
  Texas of Austin and Nichols State University. Mr. Noonan has achieve numerous
  certificates from University of South Carolina in Management Seminars and
  Executive Management Seminars

Mr. Noonan has been working in the oil and gas sector for over
  40 years on the ongoing development of various industry inventions with
  particular focus on the Hydrogen Inducement (HIP) Process, which was originally
  referred to as the NooPar Process.

Mr. Noonan has been successful in developing technologies, such
  as a systems controller program for the merchandising inventory purchase
  control system for light manufacturing; the development and completion of an
  offshore logistics supply system for world-wide operation on 26 rigs; a vapor
  recovery system for oil and gas recovery; a high intensity heating and control
  unit for well, a innovated new gas lift injection system and/or pipelines
  operations; a desalinization unit, waste treatment units, and surface process in
  the primary cleanse of crude oil to very extreme high quality value, and a
  technical application program for spill prevention used by the EPA for oil field
  use. Mr. Noonan has acted as a director and officer of various private companies
  in the oil and gas sector and has been a consultant in this sector for some 35
  years in the areas of building and construction of roads, bridges, well site
  locations, workover, coil tubing units, land and off- shore drilling units which
  includes the drilling of numerous wells and there operations thereof.

Mr. Noonan holds the US Methods Patent to the HIP Processes and
  in addition to his vast oilfield experience, Mr. Noonan has been a presenter and
  speaker before the US Department of Energy Technology Centre, and the US
  Congress on hearings relating to various issues in the Oil and Gas sector as
  well a lecturer to market group at the University of Texas.

James Chui

Mr. Chui graduated from the Shanghai University of Science and
  Technology in 1985 with a bachelors degree in Applied Technology. In addition,
  he attended courses during 2004 to 2006 towards an Executive MBA from Beijing
  University and continues to attend numerous ongoing courses in Continuing
  Education from the University of British Columbia in the areas of law and
  business.

Mr. Chui currently serves as the co-founder and chief executive
  officer of HIP Energy Resource Limited and HIP Technology Limited. He is also
  currently the president and chief executive officer of HRJC Enterprises Inc.
  Mr Chui also served as the president and chief executive officer of various
  successful internationally based companies in the high-tech manufacturing and
  software design and application sectors. From 1988 to 1996, Mr. Chui was the
  president and chief executive officer of James-Contact Limited with
  offices in Hong Kong, Germany and Japan. From 1996 to 2006, he served as president
  of World Trade Development Limited (HK) and World Trade Electronics
  Limited with offices in Hong Kong and Japan. From 2006 to 2008, Mr. Chui
  served as the chief financial officer of Global Microgene Holdings Group
  Limited (HK) and as vice president of Digital Video Systems Inc.
  (USA)..

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Carlos Contreras

Mr. Contreras graduated from the University of Tulsa in 1970with a Bachelor of Science Degree in Chemical Engineering. Mr. Contreras
  also holds an associate degree in Engineering (Honors) from Middle George
  College. Mr. Contreras has done graduate work in Macromolecular Science at Case
  Western Reserve University. Mr. Contreras specialized field of study was the
  Masters Program in Polymer Science. He has completed the Executive Program in
  Management at the University of California. In addition, Mr. Contreras has
  successfully completed numerous formal courses including Performance Management,
  Executive Decision-Making, Professional Presentations and he is certified for
  Offshore Survival.

Mr. Contreras has been in the oil and gas industry for over 35
  years. Since June 2009, Mr. Contreras has been our chief operating officer .
  Mr. Contreras has acted as the director and chief operating officer of World
  GTL Trinidad Limited from February 2007 to August 2008 and he served as a Minister
  of Energy and Hydrocarbons in La Paz (Bolivia) from 1999-2001. During the mid
  1970s until 1999 Mr. Contreras was employed with Occidental Petroleum
  in which he served in many executive roles such as president, vice-president
  and general manager at Occidentals companys in various locations
  such as the Philippines, Columbia and California.

Relationships

There are no family relationships between any of the directors
  or executive officers of our company.

There are no arrangements or understandings between any of the
  directors and/or executive officers and any other person pursuant to which that
  director and/or executive officer was selected.

*B.*          *Compensation*

None of our directors or executive officers was paid or earned
  compensation for performing their respective duties during the fiscal year ended
  November 30, 2009.

No cash compensation was paid to any of our directors for
  services as a director during the fiscal year ended November 30, 2009. We have
  no plan for compensating our directors for their service in their capacity as
  directors, although such directors are expected in the future to receive stock
  options to purchase common shares as awarded by our board or a compensation
  committee which may be established. Directors are entitled to reimbursement for
  reasonable travel and other out-of-pocket expenses incurred in connection with
  attendance at meetings of our board. Our board may award special remuneration to
  any director undertaking any special services on our behalf other than services
  ordinarily required of a director. No director received and/or accrued any
  compensation for their services as a director, including committee participation
  and/or special assignments for the fiscal year ended November 30, 2009.

As at the fiscal year ended November 30, 2009, we have no
  options outstanding. We do not have a formal stock option plan or any informal
  plan to pay compensation to directors, officers or employees by way of options.
  Despite having no formal stock option plan, we have historically issued stock
  options to our officers and directors in lieu of cash compensation and as an
  incentive to continue to achieve the objectives of our shareholders.

As of the date of this shell company report, we have no
  compensatory plan or arrangement with respect to any officer that results or
  will result in the payment of compensation in any form from the resignation,
  retirement or any other termination of employment of such officers employment
  with our company, from a change in control of our company or a change in such
  officers responsibilities following a change in control.

*C.*          *Board Practices*

Our directors are re-elected and our officers are re-appointed
  at the annual general meeting of our shareholders. The last annual general
  meeting was held on July 31, 2009 and each of our current directors and officers
  will continue to hold his respective office until his successor is elected or
  appointed, unless his office is earlier vacated under any of the relevant
  provisions of our Articles or of the British Columbia Business Corporations
    Act.

There are no service contracts between our company and any of
  our officers, directors or employees providing for benefits upon termination of
  employment.

As of the date of this shell company report, our entire board
  functions as our audit committee. The audit committee reviews and approves the
  scope of the audit procedures employed by our independent auditors, reviews the
  results of

32

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the auditors examination, the scope of audits. The audit
  committee also recommends the selection of independent auditors.

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

*D.*          *Employees*

During the fiscal years ended November 30, 2009, 2008 and 2007,
  we did not have any employees other than our officers. We do not currently have
  any paid employees and we have not experienced a significant change in the
  number of people we employ.

*E.*          *Share Ownership*

As of March 31, 2010, and after giving effect to the issuance
  of the 50,000,000 common shares under each of the Asset Purchase Agreement and
  the License Agreement there are56,211,660 common shares of our company
  issued and outstanding. Upon the closing of the HIP Asset Agreement and the HIP
  License Agreement, and the resulting issuance of the shares required thereunder,
  as the case may be, our directors and officers owned, directly or indirectly,
  the following common shares:

|Name and
      Office Held                                                                | Number of Common Shares Beneficially Owned | Percentage(1)
|----------------------------------------------------------------------------------------- | ------------------------------------------ | -------------
|                                                                                          |                                            |              
|Richard Coglon 
      President, Chief
      Executive Officer                            | 5,484,511                                  | 9.8%         
|                                                                                          |                                            |              
|Peter Noonan 
      Director (Chairman)                                                   | 50,000,000(2)                              | 88.9%(2)     
|                                                                                          |                                            |              
|James Chui 
      Executive Vice-President
      Business 
      Development and Director | 50,000,000(2)                              | 88.9%(2)     
|                                                                                          |                                            |              
|Carlos Contreras 
      Executive
      Vice-President and Director                       | 40,000                                     | *            

Notes

| | *   | Less than 1%.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| | (1) | Based on 56,211,660 shares of common stock issued and
      outstanding as of March 31, 2010. Beneficial ownership is determined in
      accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Except as otherwise
      indicated, we believe that the beneficial owners of the common stock
      listed above, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable.                                                                                                                                                                                                                                                                                                   
| | (2) | In connection with the Asset Purchase Agreement, EEL received 20,000,000 shares of the Company and under the License Agreement Group Rich received 30,000,000 shares of the Company.  EEL is owned 100% by HIP Energy Resources Limited (HIP Resources) and Group Rich is owned 100% by HIP Technology Limited (HIP Tech).  Peter Noonan beneficially owns 40% of the voting securities of each of HIP Tech and HIP Resources. Speedy Growth Holding Limited owns 40% of the voting securities of each HIP Tech and HIP Resources. Mr. Chui has sole investment and voting power of with respect to the securities of Speedy Growth Holding Limited. Mr. Chui has 35% voting and investment power over the shares of the Company owned by EEL and Group Rich and Mr. Noonan has 45% voting and investment power over the shares of the Company owned by EEL and Group Rich.

ITEM
  7           Major Shareholders
  and Related Party Transactions

*A.*          *Major Shareholders*

As of March 31, 2010, there were 56,211,660 common shares of
  our company issued and outstanding, after giving effect to the Asset Purchase
  Agreement and the License Agreement. The following table sets forth persons
  known to us to be the beneficial owner of more than five (5%) of our common
  shares as of March 31, 2010:

33

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|                               | Number of Common Shares |              
|------------------------------ | ----------------------- | -------------
|Name                           | Beneficially Owned      | Percentage(1)
|Richard Coglon                 | 5,484,511(1)            | 9.8%         
|Equi Energy LLC                | 20,000,000(2)           | 35.6%(2)     
|Group Rich Development Limited | 30,000,000(2)           | 53.4%(2)     

Notes

|(1) | Based on 56,211,660  shares of common stock issued and
      outstanding as of March 31, 2010. Beneficial ownership is determined in
      accordance with the rules of the SEC and generally includes voting or
      investment power with respect to securities. Except as otherwise
      indicated, we believe that the beneficial owners of the common stock
      listed above, based on information furnished by such owners, have sole
      investment and voting power with respect to such shares, subject to
      community property laws where applicable.                                                                                                                                                                                                                                                                                                           
|--- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|(2) | In connection with the Asset Purchase Agreement, EEL
      received 20,000,000 shares of the Company and under the License Agreement
      Group Rich received 30,000,000 shares of the Company. EEL is owned 100% by
      HIP Energy Resources Limited (HIP Resources) and Group Rich is owned 100%
      by HIP Technology Limited (HIP Tech). Peter Noonan beneficially owns 40%
      of the voting securities of each of HIP Tech and HIP Resources. Speedy
      Growth Holding Limited owns 40% of each HIP Tech and HIP Resources. Mr. Chui has sole investment and voting power of with respect to the securities of Speedy Growth Holding Limited. Mr. Chui has 35% voting and investment power over the shares of the Company owned by EEL and Group Rich and Mr. Noonan has 45% voting and investment power over the shares of the Company owned by EEL and Group Rich.

The voting rights of our major shareholder do not differ from
  the voting rights of holders of our companys shares who are not major
  shareholders.

As of March 31, 2010, Computershare Trust Company, our
  registrar and transfer agent, reported that of our companys 56,211,660  common
  shares are held as follows:

|                       |                  |                      | Number of Registered      
|---------------------- | ---------------- | -------------------- | --------------------------
|Location               | Number of Shares | Percentage of Shares | **Shareholders of Record**
|Canada                 | 6,197,651        | 11%                  | 23                        
|United States          | 20,013,951       | 35.6%                | 14                        
|British Virgin Islands | 30,000,000       | 53.4%                | 1                         
|Other                  | 58               | *                    | 1                         
|Total                  | 56,211,660       | 100%                 | 39                        

*      Less than 1%.

We are directly controlled by Group Rich and EEL, as they are
  affiliated and collectively own 89% of our issued and outstanding common
  shares.

There are no arrangements known to us, the operation of which
  may at a subsequent date result in a change in the control of our company.

*B.*          *Related Party Transactions*

Other than as disclosed herein, to the best of our knowledge,
  there have been no material transactions or loans from November 30, 2007 up to
  the date of this shell company report between our company and: (a) enterprises
  that directly or indirectly through one or more intermediaries, control or are
  controlled by, or are under common control with, our company; (b) associates;
  (c) individuals owning, directly or indirectly, an interest in the voting power
  of our company that gives them significant influence over our company, and close
  members of any such individuals family; (d) key management personnel of our
  company, including directors and senior management of our company and close
  members of such individuals families; and (e) enterprises in which a
  substantial interest in the voting power is owned, directly or indirectly, by
  any person described in (c) or (d) or over which such a person is able to
  exercise significant influence.

34

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| | 1. | During the year ended November 30, 2009, the Company
      incurred $2,000 (2008 - $2,000; 2007 - $nil) for management fees to a
      company with a common director.                                                       
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                              
| | 2. | During the year ended November 30, 2009, the Company
      incurred $3,000 (2008 - $3,000; 2007 - $nil) for bookkeeping fees to a
      company with a common director.                                                      
| |    |                                                                                                                                                                                                                              
| | 3. | As at November 30, 2009, the Company owes $50,000 (2008 -
      $50,000) to a director for advances, which is unsecured, non-interest
      bearing and payable on demand.                                                   
| |    |                                                                                                                                                                                                                              
| | 4. | As at November 30, 2009, the Company owes $15,000 (2008 -
      $15,000) to a company owned by a shareholder for advances, which is
      unsecured, non-interest bearing and payable on demand.                             
| |    |                                                                                                                                                                                                                              
| | 5. | As at November 30, 2009, the Company owes $nil (2008 -
      $25,000) to a company owned by the President of the Company for advances,
      which are unsecured, non-interest bearing and no fixed term of
      repayments.
| |    |                                                                                                                                                                                                                              
| | 6. | The Company incurred $nil (2008 - $nil; 2007 - $5,245)
      for office rent to a company with a common director, which is included in
      office and miscellaneous expenses.                                              

These transactions were in the normal course of operations.

ITEM 8          
  Financial Information

*A.*          *Financial Statements and Other Financial Information*

Our financial statements are stated in Canadian dollars and are
  prepared in accordance with Canadian generally accepted accounting principles.
  In this shell company report, unless otherwise specified, all dollar amounts are
  expressed in Canadian dollars.

Financial Statements filed as part of this Shell Company
  Report

| | 1. | Independent Auditors Report of BDO Canada LLP dated
        March 30, 2010 on the Financial Statements as at November 30, 2009, together
        with Comments by Auditor for US Readers in Canada  US Reporting
        Conflict
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                    
| | 2. | Balance Sheets at November 30, 2009 and 2008;                                                                                                                                                                                      
| |    |                                                                                                                                                                                                                                    
| | 3. | Statements of Operations and Comprehensive Loss for the
        years ended November 30, 2009, 2008 and 2007 and for the period June 22,
        1983 (Date of Inception) to November 30, 2009;                                    
| |    |                                                                                                                                                                                                                                    
| | 4. | Statements of Cash Flows for the years ended November 30,
        2009, 2008 and 2007 and for the period June 22, 1983 (Date of Inception)
        to November 30, 2009;                                                           
| |    |                                                                                                                                                                                                                                    
| | 5. | Statement of Shareholders Equity (Deficiency) from
        June 22, 1983 (Date of Inception) to November 30, 2009; and                                                                                                            
| |    |                                                                                                                                                                                                                                    
| | 6. | Notes to the Audited Financial Statements.                                                                                                                                                                                         

The audited financial statements for the years ended November
  30, 2009, 2008 and 2007 can be found under Item 17 Financial Statements.

Legal Proceedings

There are no pending legal proceedings to which we are a party
  or of which any of our property is the subject. There are no legal proceedings
  to which any director, officer or affiliate of our company or any associate of
  any such director, officer or affiliate of our company is a party or has a
  material interest adverse to us.

35

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Dividend Distributions

Holders of our common shares are entitled to receive such
  dividends as may be declared from time to time by our board, in its discretion,
  out of funds legally available for that purpose. We intend to retain future
  earnings, if any, for use in the operation and expansion of our business and do
  not intend to pay any cash dividends in the foreseeable future.

*B.*          *Significant Changes*

We have not experienced any significant changes since the date
  of the financial statements included with this Form 20-F except as disclosed in
  this Form 20-F.

ITEM
  9           The Offer and
  Listing

*A.*          *Offer and Listing Details*

Our common shares were traded on the TSX Venture Exchange until
  they were voluntarily delisted on June 20, 2001. Since April 19, 2001, our
  common shares have been quoted exclusively on the Over-the-Counter Bulletin
  Board, under the symbol BNVLF. On November 19, 2009, our symbol changed from
  BNVLF to HIPCF.

Our authorized capital consists of unlimited common shares
  without par value and unlimited preference shares without par value. Our
  preference shares may be issued in one or more series and our directors may fix
  the number of shares which is to comprise each series and the designation,
  rights, privileges, restrictions and conditions attaching to each series.

Holders of our common shares are entitled to vote at all
  meetings of shareholders, except meetings at which only holders of a specified
  class of shares are entitled to vote, receive any dividend declared by our
  companys board of directors and, subject to the rights, privileges,
  restrictions and conditions attaching to any other class of shares, receive the
  remaining property of our company upon dissolution.

The annual high and low market prices for our common shares for
  the five most recent full fiscal years were as follows:

|                   | OTC Bulletin Board
|------------------ | ------------------
|                   |                   
|Year Ended         | High              
|November 30, 2005* | US $5.00          
|November 30, 2006* | US $0.75          
|November 30, 2007* | US $2.50          
|November 30, 2008* | US $0.075         
|November 30, 2009* | US $0.05          

* After giving effect to the five (5) for one (1) reverse stock
  split of our issued and outstanding common stock on November 19, 2009

The high and low market prices for our common shares for each
  full financial quarter for the two most recent full fiscal years on the
  Over-the-Counter Bulletin Board were as follows:

|                  | OTC Bulletin Board
|----------------- | ------------------
|Quarter Ended     | High              
|February 28, 2008 | US $0.075         
|May 31, 2008      | US $0.075         
|August 31, 2008   | US $0.060         
|November 30, 2008 | US $0.060         
|February 29, 2009 | US $0.0025        
|May 31, 2009      | No trades         
|August 31, 2009   | US $0.0005        
|November 30, 2009 | US $0.0102        

The high and low market prices of our common shares for each of
  the most recent six months, from August, 2009 through January, 2010, on the
  Over-the-Counter Bulletin Board were as follows:

36

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|                | OTC Bulletin Board
|--------------- | ------------------
|Month           | High              
|September, 2009 | No trades         
|October, 2009   | US $0.01          
|November, 2009  | US $0.0102        
|December, 2009  | No trades         
|January, 2010   | US $0.02          
|February        | No trades         

*B.*          *Plan of Distribution*

Not applicable.

*C.*          *Markets*

Since April 19, 2001, our common shares have been quoted
  exclusively on the Over-the-Counter Bulletin Board.

*D.*          *Selling Shareholders*

Not applicable.

*E.*          *Dilution*

Not applicable.

*F.*          *Expenses of the Issue*

Not applicable.

ITEM
  10           Additional
  Information

*A.*          *Share Capital*

Our authorized capital consists of unlimited common shares
  without par value and unlimited preference shares without par value. Our
  preference shares may be issued in one or more series and our directors may fix
  the number of shares which is to comprise each series and the designation,
  rights, privileges, restrictions and conditions attaching to each series.

Holders of our common shares are entitled to vote at all
  meetings of shareholders, except meetings at which only holders of a specified
  class of shares are entitled to vote, receive any dividend declared by our
  companys board of directors and, subject to the rights, privileges,
  restrictions and conditions attaching to any other class of shares, receive the
  remaining property of our company upon dissolution.

The Company, from time to time, allows officers, key employees
  and non-employee directors to be granted options to purchase shares of the
  Companys authorized but un-issued common stock. Options currently expire no
  later than 10 years from the grant date and generally vest on the date of grant.
  These options are granted with an exercise price equal to the market price of
  the Companys common stock on the date of the grant. The Company had no options
  or warrants outstanding as at November 30, 2009 and 2008.

A summary of the changes to our share capital over the last
  three fiscal years to the date of this shell company report is as follows:

37

---

|                                                                                      | Number of Shares | Amount of Capital | Contributed
|------------------------------------------------------------------------------------- | ---------------- | ----------------- | -----------
|                                                                                      |                  |                   | Surplus    
|Balance as at November 30,
      2007                                                 | 1,211,651        | $4,279,498        | $0         
|Balance as at November 30, 2008                                                       | 1,211,651        | $4,279,798        | $5,000     
|Balance as at November 30,
      2009                                                 | 6,211,660        | $4,337,789        | $10,000    
|Issued in connection with
      acquisition of HIP Downhole 
      Process Technology | 30,000,000       | $30,000           | -          
|Issued in connection with 
      acquisition of Well Bores                            | 20,000,000       | $20,000           | -          
|Balance as at March 31,
      2010                                                    | 56,211,660       | $4,387,789        | $15,000    

We have not issued any preferred shares.

*B.*          *Memorandum and Articles of Association*

We are incorporated under the laws of the Province of British
  Columbia, Canada and have been assigned incorporation number 265693.

On March 29, 2004, the Business Corporations Act came
  into force in British Columbia. The new act impacted British Columbia companies
  by modernizing and streamlining company law in British Columbia. In order to
  take advantage of the provisions under the Business Corporations Act, our
  company sought and obtained shareholder approval at our shareholders meeting on
  April 21, 2005 for the removal of our pre-existing company provisions in our
  former Articles and the adoption of new Articles under the Business
    Corporations Act.

Our Articles do not contain a description of our objects and
  purposes.

Our Articles do not restrict a directors power to (a) vote on
  a proposal, arrangement or contract in which the director is materially
  interested, (b) to vote compensation to themselves or any other members of their
  body in the absence of an independent quorum, or (c) exercise borrowing powers.
  Under our Articles, there is no mandatory retirement age for our directors and
  our directors are not required to own securities of our company in order to
  serve as directors.

Our authorized capital consists of an unlimited number of
  common shares without par value and an unlimited number of preference shares
  without par value. Our preference shares may be issued in one or more series and
  our directors may fix the number of shares which is to comprise each series and
  the designation, rights, privileges, restrictions and conditions attaching to
  each series.

Holders of our common shares are entitled to vote at all
  meetings of shareholders, except meetings at which only holders of a specified
  class of shares are entitled to vote, receive any dividend declared by our
  companys board of directors and, subject to the rights, privileges,
  restrictions and conditions attaching to any other class of shares, receive the
  remaining property of our company upon dissolution.

Our Articles state that the rights attaching to our common
  shares and preference shares may be altered, amended, repealed, suspended or
  changed by the affirmative vote of the holders of not less than two-thirds of
  our common and preference shares.

At each annual general meeting of our company, all of our
  directors retire and the shareholders elect a new board of directors. Each
  director holds office until our next annual general meeting, or until his office
  is earlier vacated in accordance with our Articles or with the provisions of the
  British Columbia Business Corporations Act. A director appointed or
  elected to fill a vacancy on our board also holds office until our next annual
  general meeting.

Our Articles provide that our annual meetings of shareholders
  must be held at such time in each calendar year and not more than 15 months
  after the last annual general meeting and at such place as our board of
  directors may from time to time determine.

Under our Articles, the holders of not less than five percent
  of our issued shares that carry the right to vote at a meeting may requisition
  our directors to call a meeting of shareholders for the purposes stated in the
  requisition.

Under our Articles, and subject to the special rights and
  restrictions attached to the shares of any class or series of shares, the quorum
  for the transaction of business at a meeting of our shareholders is two persons
  who are, or who

38

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represent by proxy, shareholders who, in the aggregate, hold at
  least 5% of the issued shares entitled to be voted at the meeting.

Our Articles state that our directors, the President, the
  Secretary, and any lawyer or auditor of our company are entitled to attend any
  meeting of our shareholders.

Except as provided in the Investment Canada Act, there
  are no limitations specific to the rights of non-Canadians to hold or vote our
  common shares under the laws of Canada or British Columbia, or in our charter
  documents.

There are no provisions in our Articles that would have the
  effect of delaying, deferring or preventing a change in control of our company,
  and that would operate only with respect to a merger, acquisition or corporate
  restructuring involving our company.

Our Articles do not contain any provisions governing the
  ownership threshold above which shareholder ownership must be disclosed.
  Securities legislation in Canada, however, requires that we disclose in our
  annual general meeting proxy statement, holders who beneficially own more than
  10% of our issued and outstanding shares, and United States Federal securities
  laws require the disclosure in our shell company report on Form 20-F of holders
  who own more than 5% of our issued and outstanding shares.

*C.*          *Material Contracts*

The material contracts to which we are a party which were
  entered into during the last two years are as follows:

| | 1. | The Asset Purchase Agreement dated March 14, 2010 among
      HIP, HIP Texas, HIP Resources, and EEL, whereby HIP Texas, a wholly-owned
      subsidiary of HIP, acquired the Well Bores in consideration for the
      issuance of 20 million of our common shares. The Well Bores are described
      in detail under the heading The Well Bores                                                                                                                            
| | -- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 2. | The License Agreement dated March 14, 2010 among HIP, HIP
      Nevada, HIP Tech, and Great Rich, whereby HIP Nevada, a wholly-owned
      subsidiary of HIP, acquired the exclusive worldwide license for the HIP
      Downhole Process Technology in consideration for the issuance of 30
      million of our common shares. The HIP Downhole Process Technology is
      described in detail under the heading Business Overview - HIP Downhole
      Process Technology.
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 3. | Joint operating agreement dated January 12, 2010 among TexLa Operating Company, HIP, HIP Texas, and HIP Nevada, whereby TexLa will provide services relating to the application of the HIP Downhole Process Technology to the Well Bores and HIP’s oil and gas leases in consideration for a 10% operating working interest in the Well Bores and oil and gas leases.                                                                                                           
| |    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
| | 4. | Non-Competition Agreement between HIP Resources, EEL, HIP
      and HIP Texas dated March 14, 2010 pursuant to which EEL and HIP Resources
      agreed, among other things, not to compete against the business of the
      Company for a period of four years from the date of the
      agreement.                                                                                                                                                                          

*D.*          *Exchange Controls*

There are no government laws, decrees or regulations in Canada
  which restrict the export or import of capital or which affect the remittance of
  dividends, interest or other payments to non-resident holders of our common
  shares. Any remittances of dividends to United States residents and to other
  non-residents are, however, subject to withholding tax. See Taxation below.

*E.*          *Taxation Certain Canadian Federal Income Tax Consequences*

We consider that the following general summary fairly describes
  the principal Canadian federal income tax consequences applicable to a holder of
  our common shares who is a resident of the United States, who is not, will not
  be and will not be deemed to be a resident of Canada for purposes of the Income Tax Act (Canada) and any applicable tax treaty and who does not
  use or hold, and is not deemed to use or hold, his common shares in the capital
  of our company in connection with carrying on a business in Canada (a
  non-resident holder).

This summary is based upon the current provisions of the Income Tax Act (Canada), the regulations thereunder (the Regulations),
  the current publicly announced administrative and assessing policies of the
  Canada Customs and Revenue Agency and the Canada-United States Tax Convention as
  amended by the Protocols thereto (the Treaty).

39

---

This summary also takes into account the amendments to the Income Tax Act (Canada) and the Regulations publicly announced by the
  Minister of Finance (Canada) prior to the date hereof (the Tax Proposals) and
  assumes that all such Tax Proposals will be enacted in their present form.
  However, no assurances can be given that the Tax Proposals will be enacted in
  the form proposed, or at all. This summary is not exhaustive of all possible
  Canadian federal income tax consequences applicable to a holder of our common
  shares and, except for the foregoing, this summary does not take into account or
  anticipate any changes in law, whether by legislative, administrative or
  judicial decision or action, nor does it take into account provincial,
  territorial or foreign income tax legislation or considerations, which may
  differ from the Canadian federal income tax consequences described herein.

This summary is of a general nature only and is not intended
  to be, and should not be construed to be, legal, business or tax advice to any
  particular holder or prospective holder of our common shares, and no opinion or
  representation with respect to the tax consequences to any holder or prospective
  holder of our common shares is made. Accordingly, holders and prospective
  holders of our common shares should consult their own tax advisors with respect
  to the income tax consequences of purchasing, owning and disposing of our common
  shares in their particular circumstances.

Dividends

Dividends paid on our common shares to a non-resident holder
  will be subject under theIncome Tax Act (Canada) to withholding tax at a
  rate of 25% subject to a reduction under the provisions of an applicable tax
  treaty, which tax is deducted at source by our company. The Treaty provides that
  the Income Tax Act (Canada) standard 25% withholding tax rate is reduced
  to 15% on dividends paid on shares of a corporation resident in Canada (such as
  our company) to residents of the United States, and also provides for a further
  reduction of this rate to 5% where the beneficial owner of the dividends is a
  corporation resident in the United States that owns at least 10% of the voting
  shares of the corporation paying the dividend.

Capital Gains

A non-resident holder is not subject to tax under the Income
  Tax Act (Canada) in respect of a capital gain realized upon the disposition
  of a common share of our company unless such share represents taxable Canadian
  property, as defined in the Income Tax Act (Canada), to the holder
  thereof. Our common shares generally will be considered taxable Canadian
  property to a non-resident holder if:

|- | the non-resident holder;                                                                                  
|- | ----------------------------------------------------------------------------------------------------------
|  |                                                                                                           
|- | persons with whom the
      non-resident holder did not deal at arms length; or                          
|  |                                                                                                           
|- | the non-resident holder and
      persons with whom such non-resident holder did not deal at arms length,

owned, or had an interest in an option in respect of, not less
  than 25% of the issued shares of any class of our capital stock at any time
  during the 60 month period immediately preceding the disposition of such shares.
  In the case of a non-resident holder to whom shares of our company represent
  taxable Canadian property and who is resident in the United States, no Canadian
  taxes will generally be payable on a capital gain realized on such shares by
  reason of the Treaty unless the value of such shares is derived principally from
  real property situated in Canada.

Certain United States Federal Income Tax Consequences

The following is a general discussion of certain possible
  United States federal foreign income tax matters under current law, generally
  applicable to a U.S. Holder (as defined below) of our common shares who holds
  such shares as capital assets. This discussion does not address all aspects of
  United States federal income tax matters and does not address consequences
  peculiar to persons subject to special provisions of federal income tax law,
  such as those described below as excluded from the definition of a U.S. Holder.
  In addition, this discussion does not cover any state, local or foreign tax
  consequences. See Certain Canadian Federal Income Tax Consequences above.

The following discussion is based upon the Internal Revenue
  Code of 1986, as amended (the Code), Treasury Regulations, published Internal
  Revenue Service (IRS) rulings, published administrative positions of the IRS
  and court decisions that are currently applicable, any or all of which could be
  materially and adversely changed, possibly on a retroactive basis, at any time.
  In addition, this discussion does not consider the potential effects, both
  adverse and beneficial, of any recently proposed legislation which, if enacted,
  could be applied, possibly on a retroactive basis, at any time. No assurance can
  be given that the IRS will agree with such statements and conclusions, or will
  not take, or a court will not adopt, a position contrary to any position taken
  herein.

40

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The following discussion is for general information only and
  is not intended to be, nor should it be construed to be, legal, business or tax
  advice to any holder or prospective holder of our common shares, and no opinion
  or representation with respect to the United States federal income tax
  consequences to any such holder or prospective holder is made. Accordingly,
  holders and prospective holders of common shares should consult their own tax
  advisors with respect to federal, state, local, and foreign tax consequences of
  purchasing, owning and disposing of our common shares.

U.S. Holders

As used herein, a U.S. Holder includes a holder of less than
  10% of our common shares who is a citizen or resident of the United States, a
  corporation created or organized in or under the laws of the United States or of
  any political subdivision thereof, any entity which is taxable as a corporation
  for U.S. tax purposes and any other person or entity whose ownership of our
  common shares is effectively connected with the conduct of a trade or business
  in the United States. A U.S. Holder does not include persons subject to special
  provisions of federal income tax law, such as tax-exempt organizations,
  qualified retirement plans, financial institutions, insurance companies, real
  estate investment trusts, regulated investment companies, broker-dealers,
  non-resident alien individuals or foreign corporations whose ownership of our
  common shares is not effectively connected with the conduct of a trade or
  business in the United States and shareholders who acquired their shares through
  the exercise of employee stock options or otherwise as compensation.

Distributions

The gross amount of a distribution paid to a U.S. Holder will
  generally be taxable as dividend income to the U.S. Holder for U.S. federal
  income tax purposes to the extent paid out of our current or accumulated
  earnings and profits, as determined under U.S. federal income tax principles.
  Distributions which are taxable dividends and which meet certain requirements
  will be unqualified dividend income and taxed to U.S. Holders at a maximum
  U.S. federal rate of 15%. Distributions in excess of our current and accumulated
  earnings and profits will be treated first as a tax-free return of capital to
  the extent of the U.S. Holders tax basis in the common shares and, to the
  extent in excess of such tax basis, will be treated as a gain from a sale or
  exchange of such shares.

Capital Gains

In general, upon a sale, exchange or other disposition of
  common shares, a U.S. Holder will generally recognize a capital gain or loss for
  U.S. federal income tax purposes in an amount equal to the difference between
  the amount realized on the sale or other distribution and the U.S. Holders
  adjusted tax basis in such shares. Such gain or loss will be U.S. source gain or
  loss and will be treated as a long-term capital gain or loss if the U.S.
  Holders holding period of the shares exceeds one year. If the U.S. Holder is an
  individual, any capital gain will generally be subject to U.S. federal income
  tax at preferential rates if specified minimum holding periods are met. The
  deductibility of capital losses is subject to significant limitations.

Foreign Tax Credit

A U.S. Holder who pays (or has had withheld from distributions)
  Canadian income tax with respect to the ownership of our common shares may be
  entitled, at the option of the U.S. Holder, to either a deduction or a tax
  credit for such foreign tax paid or withheld. Generally, it will be more
  advantageous to claim a credit because a credit reduces United States federal
  income taxes on a dollar-for-dollar basis, while a deduction merely reduces the
  taxpayers income subject to tax. This election is made on a year-by-year basis
  and generally applies to all foreign income taxes paid by (or withheld from) the
  U.S. Holder during that year. There are significant and complex limitations
  which apply to the tax credit, among which are an ownership period requirement
  and the general limitation that the credit cannot exceed the proportionate share
  of the U.S. Holders United States income tax liability that the U.S. Holders
  foreign source income bears to his or its worldwide taxable income. In
  determining the application of this limitation, the various items of income and
  deduction must be classified into foreign and domestic sources. Complex rules
  govern this classification process. There are further limitations on the foreign
  tax credit for certain types of income such as passive income, high
  withholding tax interest, financial services income, shipping income, and
  certain other classifications of income. The availability of the foreign tax
    credit and the application of these complex limitations on the tax credit are
    fact specific and holders and prospective holders of our common shares should
    consult their own tax advisors regarding their individual circumstances.

*F.*          *Dividends and Paying Agents*

Not applicable.

41

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*G.*          *Statements by Experts*

Not applicable.

*H.*          *Documents on Display*

Documents concerning our company referred to in this shell
  company report may be viewed by appointment during normal business hours at our
  registered and records office at Suite 800 - 885 West Georgia Street, Vancouver,
  British Columbia, Canada, V6C 3H1.

*I.*          *Subsidiary Information*

Not applicable.

ITEM
  11           Quantitative and
  Qualitative Disclosures About Market Risk

Not applicable.

ITEM
  12           Description of
  Securities Other Than Equity Securities

Not applicable.

42

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PART II

ITEM
  13           Defaults,
  Dividend Arrearages and Delinquencies

Not applicable.

ITEM
  14           Material
  Modifications to the Rights of Security Holders and Use of Proceeds

Not applicable.

ITEM
  15           Controls and
  Procedures

Not Applicable.

ITEM
  15T        Controls and Procedures

Not Applicable.

ITEM
  16           [Reserved]

ITEM
  16A        Audit Committee Financial
  Expert

Not Applicable.

ITEM 16B        Code of
  Ethics

Not Applicable.

ITEM 16C        Principal
  Accountant Fees and Services

Not Applicable

ITEM 16D.       Exemption
  from the Listing Standards for Audit Committees

Not Applicable.

ITEM 16E        
  Purchases of Equity Securities the Company and Affiliated Purchasers

Not Applicable.

Item
  16F         Change in Registrants
  Certifying Accountant

Not Applicable.

Item
  16G         Corporate Governance

Not Applicable

43

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ITEM
  17           Financial
  Statements

Financial Statements Filed as Part of this
  Report:

|- | Independent Auditors Report of BDO
      Canada LLP dated March 31, 2010 on the Financial Statements as at November
      30, 2009 and 2008; together with Comments by Auditor for US Readers on
      Canada  US Reporting Conflict;
|- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|  |                                                                                                                                                                                                                                        
|- | Balance Sheets at November 30, 2009
      and 2008;                                                                                                                                                                                    
|  |                                                                                                                                                                                                                                        
|- | Statements of Operations and
      Comprehensive Loss for the years ended November 30, 2009, 2008 and 2007
      and for the period June 22, 1983 (Date of Inception) to November 30, 2009;                                            
|  |                                                                                                                                                                                                                                        
|- | Statements of Cash Flows for the
      years ended November 30, 2009, 2008 and 2007 and for the period June 22,
      1983 (Date of Inception) to November 30, 2009;                                                                   
|  |                                                                                                                                                                                                                                        
|- | Statement of Shareholders Equity
      (Deficiency) from June 22, 1983 (Date of Inception) to November 30, 2009;
      and                                                                                                            
|  |                                                                                                                                                                                                                                        
|- | Notes to Audited Financial
      Statements.                                                                                                                                                                                           



44

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HIP ENERGY CORPORATION
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company)

Audited Financial Statements 
  (Expressed in Canadian dollars)

November 30, 2009, 2008, 2007

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|                         | Tel: 604 688
      5421     | BDO Canada LLP
|------------------------ | --------------------------- | --------------
|Fax: 604  688
      5132 | 600 Cathedral Place        
|www.bdo.ca               | 925 West Georgia Street    
|                         | Vancouver BC V6C 3L2 Canada

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

To the Shareholders of
  HIP Energy Corporation
  (Formerly Bradner Ventures Ltd.)
  (A Development Stage Company)

We have audited the balance sheets of HIP Energy Corporation
  as at November 30, 2009 and 2008 and the statements of operations and comprehensive
  loss, cash flows and stockholders equity (deficiency) for the years ended
  November 30, 2009, 2008 and 2007 and for the cumulative period from June 22,
  1983 (Date of Inception) to November 30, 2009. 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 Canadian generally
  accepted auditing standards and the standards of the Public Company Accounting
  Oversight Board (United States of America). Those standards require that we
  plan and perform an audit to obtain reasonable assurance whether the financial
  statements are free of material misstatement. The Company is not required to
  have, nor were we engaged to perform, an audit of its internal control over
  financial reporting. Our audits included consideration of internal control over
  financial reporting as a basis for designing audit procedures that are appropriate
  in the circumstances, but not for the purpose of expressing an opinion on the
  effectiveness of the Companys internal control over financial reporting.
  Accordingly, we express no such opinion. An audit also includes examining, on
  a test basis, evidence supporting the amounts and disclosures in the financial
  statements, assessing the accounting principles used and significant estimates
  made 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, these financial statements present fairly, in
  all material respects, the financial position of the Company as at November
  30, 2009 and 2008 and the results of its operations and its cash flows for the
  years ended November 30, 2009, 2008 and 2007 and for the cumulative period from
  June 22, 1983 (Date of Inception) to November 30, 2009 in accordance with Canadian
  generally accepted accounting principles.

(signed) BDO Canada LLP

Chartered Accountants

Vancouver, Canada 
  March 30, 2010

COMMENTS BY AUDITOR FOR US READERS ON CANADA - US REPORTING CONFLICT

In the United States of America, reporting standards for auditors
  require the addition of an explanatory paragraph (following the opinion paragraph)
  when there is substantial doubt about a companys ability to continue as
  a going concern. The accompanying financial statements have been prepared on
  the basis of accounting principles applicable to a going concern which assumes
  the realization of assets and discharge of liabilities in the normal course
  of business. As discussed in Note 1 to the accompanying financial statements,
  the Company is in the development stage, has yet to identify suitable business
  opportunities and has a working capital deficiency, which raises substantial
  doubt about the Companys ability to continue as a going concern. The accompanying
  financial statements do not include any adjustments that might result from the
  outcome of these uncertainties.

Our report to the shareholders dated March 30, 2010 is expressed
  in accordance with Canadian reporting standards which do not permit a reference
  to such uncertainty in the auditors report when the uncertainty is adequately
  disclosed in the financial statements.

(signed) BDO Canada LLP

Chartered Accountants

Vancouver, Canada 
  March 30, 2010



BDO Canada LLP, a Canadian limited
  liability partnership, is a member of BDO International Limited, a UK company
  limited by guarantee, and forms part of theinternational BDO network of independent member firms.

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Balance Sheets 
  November 30, 2009 and 2008 
  (Expressed in Canadian dollars)

|                                                                                                                 |  | November 30, |   |  | November 30, |  
|---------------------------------------------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
|                                                                                                                 |  | 2009         |   |  | 2008         |  
|                                                                                                                 |  | $            |   |  | $            |  
|                                                                                                                 |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|ASSETS                                                                                                           |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|Current Assets                                                                                                   |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|Cash                                                                                                             |  | 12,229       |   |  | 4,623        |  
|GST recoverable                                                                                                  |  | 1,359        |   |  | 110          |  
|                                                                                                                 |  |              |   |  |              |  
|Total Assets                                                                                                     |  | 13,588       |   |  | 4,733        |  
|                                                                                                                 |  |              |   |  |              |  
|LIABILITIES AND STOCKHOLDERS DEFICIENCY                                                                         |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|Current Liabilities                                                                                              |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|Accounts payable and accrued liabilities                                                                         |  | 46,707       |   |  | 10,000       |  
|Advance payable (Note 5)                                                                                         |  | 65,000       |   |  | 90,000       |  
|                                                                                                                 |  |              |   |  |              |  
|Total Liabilities                                                                                                |  | 111,707      |   |  | 100,000      |  
|                                                                                                                 |  |              |   |  |              |  
|Stockholders Deficiency                                                                                         |  |              |   |  |              |  
|                                                                                                                 |  |              |   |  |              |  
|Capital Stock (Note 6)                                                                                           |  |              |   |  |              |  
|Authorized: unlimited common shares, without par value 
           unlimited preferred shares, without par value |  |              |   |  |              |  
|Issued: 6,211,660 common shares
      (2008: 1,211,660)                                                          |  | 4,337,789    |   |  | 4,279,498    |  
|                                                                                                                 |  |              |   |  |              |  
|Contributed Surplus (Note 8)                                                                                     |  | 10,000       |   |  | 5,000        |  
|                                                                                                                 |  |              |   |  |              |  
|Deficit Accumulated During the Development Stage                                                                 |  | (4,445,908   | ) |  | (4,379,765   | )
|                                                                                                                 |  |              |   |  |              |  
|Total Stockholders Deficiency                                                                                   |  | (98,119      | ) |  | (95,267      | )
|                                                                                                                 |  |              |   |  |              |  
|Total Liabilities and Stockholders Deficiency                                                                   |  | 13,588       |   |  | 4,733        |  
|                                                                                                                 |  |              |   |  |              |  
|Nature of operations and ability to continue
      as a going concern (Note 1)                                   |  |              |   |  |              |  
|Subsequent events (Note 12)                                                                                      |  |              |   |  |              |  

Approved on behalf of the Board:



|Richard Coglon |  | James
      Chui
|---------------- |  | ------------------
|Director         |  | Director          

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statements of Operations and Comprehensive Loss 
  For the years ended November 30, 2009, 2008 and 2007 
  And for the period June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                     |  | Accumulated from    |   |  |                          |   |  |           |   |  |           |  
|---------------------------------------------------- |  | ------------------- | - |  | ------------------------ | - |  | --------- | - |  | --------- | -
|                                                     |  | June 22, 1983       |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | (Date of Inception) |   |  | Years ended November 30, |  
|                                                     |  | to November 30,     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 2009                |   |  | 2009                     |   |  | 2008      |   |  | 2007      |  
|                                                     |  | $                   |   |  | $                        |   |  | $         |   |  | $         |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|EXPENSES                                             |  |                     |   |  |                          |   |  |           |   |  |           |  
|Amortization                                         |  | 2,095               |   |  |                         |   |  |          |   |  |          |  
|Bad debts                                            |  | 248                 |   |  |                         |   |  |          |   |  |          |  
|Bank charges and interest                            |  | 64,557              |   |  | 467                      |   |  | 290       |   |  | 292       |  
|Consulting and secretarial                           |  | 205,016             |   |  |                         |   |  |          |   |  |          |  
|Finders fees                                        |  | 180,727             |   |  |                         |   |  |          |   |  |          |  
|Foreign exchange (gain) loss                         |  | (1,631              | ) |  | 21                       |   |  | 15        |   |  | 6         |  
|Management fees (Note 5(a))                          |  | 346,781             |   |  | 2,000                    |   |  | 2,000     |   |  |          |  
|Mineral property expenses                            |  | 54,541              |   |  |                         |   |  |          |   |  | 3,921     |  
|Office and miscellaneous (Note 5(f))                 |  | 161,811             |   |  | 7,172                    |   |  | 5,015     |   |  | 9,757     |  
|Professional fees (Note 5(b))                        |  | 919,206             |   |  | 50,575                   |   |  | 32,665    |   |  | 39,996    |  
|Shareholder information                              |  | 92,944              |   |  | 717                      |   |  | 947       |   |  | 1,138     |  
|Transfer agent and regulatory fees                   |  | 181,049             |   |  | 5,191                    |   |  | 6,576     |   |  | 5,790     |  
|Travel and promotion                                 |  | 78,032              |   |  |                         |   |  |          |   |  | 1,080     |  
|Write-down of mineral property                       |  | 1,456,807           |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 3,742,183           |   |  | 66,143                   |   |  | 47,508    |   |  | 61,980    |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|OTHER ITEMS                                          |  |                     |   |  |                          |   |  |           |   |  |           |  
|Interest income                                      |  | (25,440             | ) |  |                         |   |  |          |   |  |          |  
|Gain on settlement of debt                           |  | (1,303              | ) |  |                         |   |  |          |   |  |          |  
|Gain on option                                       |  | (1,187,500          | ) |  |                         |   |  |          |   |  |          |  
|Loss on sale of computer equipment                   |  | 344                 |   |  |                         |   |  |          |   |  |          |  
|Loss on sale of long-term investment                 |  | 630,397             |   |  |                         |   |  |          |   |  |          |  
|Write-down of advances to affiliate                  |  | 637,768             |   |  |                         |   |  |          |   |  |          |  
|Write-down of
      long-tem investment              |  | 649,459             |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  | 703,725             |   |  |                         |   |  |          |   |  |          |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss and
      Comprehensive Loss for the Period |  | (4,445,908          | ) |  | (66,143                  | ) |  | (47,508   | ) |  | (61,980   | )
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Net Loss Per Share  Basic and Diluted               |  |                     |   |  | (0.02                    | ) |  | (0.04     | ) |  | (0.05     | )
|                                                     |  |                     |   |  |                          |   |  |           |   |  |           |  
|Weighted Average Number of Shares Outstanding        |  |                     |   |  | 3,978,774                |   |  | 1,211,651 |   |  | 1,211,651 |  

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statements of Cash Flows 
  For the years ended November 30, 2009, 2008 and 2007 
  And for the period June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                                                              |  | Accumulated from    |   |   |                          |   |   |         |   |   |         |  
|--------------------------------------------------------------------------------------------- |  | ------------------- | - | - | ------------------------ | - | - | ------- | - | - | ------- | -
|                                                                                              |  | June 22, 1983       |   |   |                          |   |   |         |   |   |         |  
|                                                                                              |  | (Date of Inception) |   |   | Years ended November 30, |  
|                                                                                              |  | to November 30,     |   |   |                          |   |   |         |   |   |         |  
|                                                                                              |  | 2009                |   |   | 2009                     |   |   | 2008    |   |   | 2007    |  
|                                                                                              |  | $                   |   |   | $                        |   |   | $       |   |   | $       |  
|NET INFLOW (OUTFLOW) OF CASH RELATED TO 
      THE FOLLOWING ACTIVITIES:                      |  |                     |   |   |                          |   |   |         |   |   |         |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|OPERATING                                                                                     |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net loss for the period                                                                       |  | (4,445,908          | ) |   | (66,143                  | ) |   | (47,508 | ) |   | (61,980 | )
|Adjustments to reconcile net loss to
      net cash used in 
           operating activities: |  |                     |   |   |                          |   |   |         |   |   |         |  
|Amortization                                                                                  |  | 2,095               |   |   |                         |   |   |        |   |   |        |  
|Bad debts                                                                                     |  | 248                 |   |   |                         |   |   |        |   |   |        |  
|Donated rent and services                                                                     |  | 10,000              |   |   | 5,000                    |   |   | 5,000   |   |   |        |  
|Finders fees                                                                                 |  | 114,932             |   |   |                         |   |   |        |   |   |        |  
|Gain on debt settlement                                                                       |  | (1,303              | ) |   |                         |   |   |        |   |   |        |  
|Gain on option                                                                                |  | (1,187,500          | ) |   |                         |   |   |        |   |   |        |  
|Loss on sale of computer equipment                                                            |  | 344                 |   |   |                         |   |   |        |   |   |        |  
|Loss on sale of investments                                                                   |  | 630,397             |   |   |                         |   |   |        |   |   |        |  
|Write-down of advances to affiliate                                                           |  | 637,768             |   |   |                         |   |   |        |   |   |        |  
|Write-down of mineral property                                                                |  | 1,468,807           |   |   |                         |   |   |        |   |   |        |  
|Write-down of long-term investment                                                            |  | 649,459             |   |   |                         |   |   |        |   |   |        |  
|Changes in non-cash working capital items
      related 
            to operations            |  |                     |   |   |                          |   |   |         |   |   |         |  
|Decrease (increase) in GST recoverable                                                        |  | (1,607              | ) |   | (1,249                   | ) |   | 224     |   |   | 791     |  
|Increase in accounts payable and accrued liabilities                                          |  | 468,554             |   |   | 36,707                   |   |   | 1,005   |   |   | 196     |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash used in operating activities                                                         |  | (1,653,714          | ) |   | (25,685                  | ) |   | (41,279 | ) |   | (60,993 | )
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|INVESTING                                                                                     |  |                     |   |   |                          |   |   |         |   |   |         |  
|Purchase of office equipment                                                                  |  | (3,038              | ) |   |                         |   |   |        |   |   |        |  
|Expenditures on mineral properties                                                            |  | (1,121,172          | ) |   |                         |   |   |        |   |   |        |  
|Proceeds from disposal of office equipment                                                    |  | 600                 |   |   |                         |   |   |        |   |   |        |  
|Purchase of investments                                                                       |  | (310,025            | ) |   |                         |   |   |        |   |   |        |  
|Mineral property deposit                                                                      |  |                    |   |   |                         |   |   | 5,000   |   |   | (5,000  | )
|Advances to affiliate                                                                         |  | (808,346            | ) |   |                         |   |   |        |   |   |        |  
|Proceeds on
      disposal of investments                                                     |  | 365,111             |   |   |                         |   |   |        |   |   |        |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash flows provided
      by (used in) investing activities                               |  | (1,876,870          | ) |   |                         |   |   | 5,000   |   |   | (5,000  | )
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|FINANCING                                                                                     |  |                     |   |   |                          |   |   |         |   |   |         |  
|Advance payable                                                                               |  | 65,000              |   |   | (25,000                  | ) |   | 40,000  |   |   | 50,000  |  
|Capital stock
      issued for cash                                                           |  | 3,477,813           |   |   | 58,291                   |   |   |        |   |   |        |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|Net cash flows provided
      by financing activities                                         |  | 3,542,813           |   |   | 33,291                   |   |   | 40,000  |   |   | 50,000  |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|NET CASH INFLOWS (OUTFLOWS)                                                                   |  | 12,229              |   |   | 7,606                    |   |   | 3,721   |   |   | (15,993 | )
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|CASH, BEGINNING OF
      PERIOD                                                               |  |                    |   |   | 4,623                    |   |   | 902     |   |   | 16,895  |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|CASH, ENDING OF PERIOD                                                                        |  | 12,229              |   |   | 12,229                   |   |   | 4,623   |   |   | 902     |  
|                                                                                              |  |                     |   |   |                          |   |   |         |   |   |         |  
|Cash paid for income
      taxes during the year                                              |  |                     |   | $ | Nil                      |   | $ | Nil     |   | $ | Nil     |  
|Cash paid for interest during the year                                                        |  |                     |   | $ | Nil                      |   | $ | Nil     |   | $ | Nil     |  

Non-cash transactions  Note 10

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statement of Stockholders Equity (Deficiency) 
  From June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                                                   |  |        |   |  |         |   |  |             |  |  | Deficit     |   |  |          |  
|---------------------------------------------------------------------------------- |  | ------ | - |  | ------- | - |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                                                   |  |        |   |  |         |   |  |             |  |  | Accumulated |   |  |          |  
|                                                                                   |  |        |   |  |         |   |  |             |  |  | During the  |   |  |          |  
|                                                                                   |  |        |   |  |         |   |  | Contributed |  |  | Development |   |  |          |  
|                                                                                   |  | Shares |   |  | Amount  |   |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                                                   |  | #      |   |  | $       |   |  | $           |  |  | $           |   |  | $        |  
|Balance  June 22, 1983 (Date of Inception)                                        |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Net loss for the
      period                                                      |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1983                                                        |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Shares issued for cash:                                                            |  |        |   |  |         |   |  |             |  |  |             |   |  |          |  
|- at $1.75 per
      share                                                         |  | 4,289  |   |  | 7,500   |   |  |            |  |  |            |   |  | 7,500    |  
|- at $26.25 per share                                                              |  | 1,257  |   |  | 33,000  |   |  |            |  |  |            |   |  | 33,000   |  
|Net loss for the year                                                              |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1984                                                        |  | 5,546  |   |  | 40,500  |   |  |            |  |  |            |   |  | 40,500   |  
|Shares issued for cash at $70.90 per share                                         |  | 2,856  |   |  | 202,500 |   |  |            |  |  |            |   |  | 202,500  |  
|Shares allotted for cash at $52.52 per share                                       |  | 1,428  |   |  | 75,000  |   |  |            |  |  |            |   |  | 75,000   |  
|Shares issued for acquisition of mineral
      property 
      at $26.41 per share |  | 142    |   |  | 3,750   |   |  |            |  |  |            |   |  | 3,750    |  
|Net loss for the
      year                                                        |  |       |   |  |        |   |  |            |  |  |            |   |  | (60,415  | )
|Balance  November 30, 1985                                                        |  | 9,972  |   |  | 321,750 |   |  |            |  |  | (60,415     | ) |  | 261,335  |  
|Share subscriptions refunded at $52.51 per share                                   |  | (554   | ) |  | (29,090 | ) |  |            |  |  |            |   |  | (29,090  | )
|Net loss for the year                                                              |  |       |   |  |        |   |  |            |  |  |            |   |  |         |  
|Balance  November 30, 1986                                                        |  | 9,418  |   |  | 292,660 |   |  |            |  |  | (60,415     | ) |  | 232,245  |  
|Shares issued for cash at $15.75 per share                                         |  | 2,429  |   |  | 38,250  |   |  |            |  |  |            |   |  | 38,250   |  
|Net loss for the
      year                                                        |  |       |   |  |        |   |  |             |  |  | (146,697    | ) |  | (146,697 | )
|Balance  November 30, 1987                                                        |  | 9,903  |   |  | 330,910 |   |  |            |  |  | (207,112    | ) |  | 123,798  |  
|Net loss for the
      year                                                        |  |       |   |  |        |   |  |            |  |  | (140,613    | ) |  | (140,613 | )
|Balance  November 30, 1988                                                        |  | 9,903  |   |  | 330,910 |   |  |            |  |  | (347,725    | ) |  | (16,815  | )
|Shares issued for settlement of debt at $94.55 per share                           |  | 257    |   |  | 24,300  |   |  |            |  |  |            |   |  | 24,300   |  
|Private placement at $52.45 per share                                              |  | 858    |   |  | 45,000  |   |  |            |  |  |            |   |  | 45,000   |  
|Exercise of options at $78.26 per share                                            |  | 69     |   |  | 5,400   |   |  |            |  |  |            |   |  | 5,400    |  
|Net loss for the year                                                              |  |       |   |  |        |   |  |            |  |  | (17,337     | ) |  | (17,337  | )
|Balance  November 30, 1989                                                        |  | 11,087 |   |  | 405,610 |   |  |            |  |  | (365,062    | ) |  | 40,548   |  

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corp. 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statement of Stockholders Equity (Deficiency) 
  From June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                                                    |  |        |  |  |           |  |  |             |  |  | Deficit     |   |  |           |  
|----------------------------------------------------------------------------------- |  | ------ |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | --------- | -
|                                                                                    |  |        |  |  |           |  |  |             |  |  | Accumulated |   |  |           |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  | During the  |   |  |           |  
|                                                                                    |  |        |  |  |           |  |  | Contributed |  |  | Development |   |  |           |  
|                                                                                    |  | Shares |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total     |  
|                                                                                    |  | #      |  |  | $         |  |  | $           |  |  | $           |   |  | $         |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1989                                                         |  | 11,087 |  |  | 405,610   |  |  |            |  |  | (365,062    | ) |  | 40,548    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral
      property 
      at $349.65 per share |  | 143    |  |  | 50,000    |  |  |            |  |  |            |   |  | 50,000    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fee:                                                     |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $87.41 per share                                                               |  | 286    |  |  | 25,000    |  |  |            |  |  |            |   |  | 25,000    |  
|- at $347.83 per share                                                              |  | 115    |  |  | 40,000    |  |  |            |  |  |            |   |  | 40,000    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                                              |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $61.19 per share                                                               |  | 572    |  |  | 35,000    |  |  |            |  |  |            |   |  | 35,000    |  
|- at $87.21 per
      share                                                         |  | 29     |  |  | 2,500     |  |  |            |  |  |            |   |  | 2,500     |  
|- at $122.38 per
      share                                                        |  | 286    |  |  | 35,000    |  |  |            |  |  |            |   |  | 35,000    |  
|- at $131.28 per share                                                              |  | 537    |  |  | 70,500    |  |  |            |  |  |            |   |  | 70,500    |  
|- at $194.74 per
      share                                                        |  | 57     |  |  | 11,100    |  |  |            |  |  |            |   |  | 11,100    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net loss for the
      year                                                         |  |       |  |  |          |  |  |            |  |  | (118,112    | ) |  | (118,112  | )
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1990                                                         |  | 13,112 |  |  | 674,710   |  |  |            |  |  | (483,174    | ) |  | 191,536   |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for acquisition of mineral property:                                  |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $314.69 per share                                                              |  | 572    |  |  | 180,000   |  |  |            |  |  |            |   |  | 180,000   |  
|- at $485.03 per
      share                                                        |  | 176    |  |  | 85,366    |  |  |            |  |  |            |   |  | 85,366    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Private placement at $273.00                                                        |  | 131    |  |  | 35,880    |  |  |            |  |  |            |   |  | 35,880    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Exercise of warrants at $70.00 per share                                            |  | 286    |  |  | 20,000    |  |  |            |  |  |            |   |  | 20,000    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                                              |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $122.81 per share                                                              |  | 114    |  |  | 14,000    |  |  |            |  |  |            |   |  | 14,000    |  
|- at $130.81 per
      share                                                        |  | 172    |  |  | 22,500    |  |  |            |  |  |            |   |  | 22,500    |  
|- at $271.48 per share                                                              |  | 338    |  |  | 91,760    |  |  |            |  |  |            |   |  | 91,760    |  
|- at $334.66 per
      share                                                        |  | 234    |  |  | 78,310    |  |  |            |  |  |            |   |  | 78,310    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fee:                                                     |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $262.24 per share                                                              |  | 143    |  |  | 37,500    |  |  |            |  |  |            |   |  | 37,500    |  
|- at $291.22 per
      share                                                        |  | 55     |  |  | 16,017    |  |  |            |  |  |            |   |  | 16,017    |  
|- at $480.23 per share                                                              |  | 22     |  |  | 10,565    |  |  |            |  |  |            |   |  | 10,565    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net income for the year                                                             |  |       |  |  |          |  |  |            |  |  | 445,784     |   |  | 445,784   |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1991                                                         |  | 15,355 |  |  | 1,266,608 |  |  |            |  |  | (37,390     | ) |  | 1,229,218 |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for exercise of options:                                              |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|- at $270.92 per
      share                                                        |  | 119    |  |  | 32,240    |  |  |            |  |  |            |   |  | 32,240    |  
|- at $332.48 per share                                                              |  | 27     |  |  | 8,977     |  |  |            |  |  |            |   |  | 8,977     |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Shares issued for finders fees at
      $262.50 per share                          |  | 143    |  |  | 37,500    |  |  |            |  |  |            |   |  | 37,500    |  
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Net loss for the year                                                               |  |       |  |  |          |  |  |            |  |  | (788,460    | ) |  | (788,460  | )
|                                                                                    |  |        |  |  |           |  |  |             |  |  |             |   |  |           |  
|Balance  November 30, 1992                                                         |  | 15,644 |  |  | 1,345,325 |  |  |            |  |  | (825,850    | ) |  | 519,475   |  

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corp. 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statement of Stockholders Equity (Deficiency) 
  From June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                                            |  |        |  |  |           |  |  |             |  |  | Deficit     |   |  |          |  
|--------------------------------------------------------------------------- |  | ------ |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                                            |  |        |  |  |           |  |  |             |  |  | Accumulated |   |  |          |  
|                                                                            |  |        |  |  |           |  |  |             |  |  | During the  |   |  |          |  
|                                                                            |  |        |  |  |           |  |  | Contributed |  |  | Development |   |  |          |  
|                                                                            |  | Shares |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                                            |  | #      |  |  | $         |  |  | $           |  |  | $           |   |  | $        |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1992                                                 |  | 15,644 |  |  | 1,345,325 |  |  |            |  |  | (825,850    | ) |  | 519,475  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral
      property:                    |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $69.93 per share                                                       |  | 143    |  |  | 10,000    |  |  |            |  |  |            |   |  | 10,000   |  
|- at $87.41 per
      share                                                 |  | 286    |  |  | 25,000    |  |  |            |  |  |            |   |  | 25,000   |  
|- at $104.90 per share                                                      |  | 143    |  |  | 15,000    |  |  |            |  |  |            |   |  | 15,000   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for finders fee at $52.56 per share                          |  | 254    |  |  | 13,350    |  |  |            |  |  |            |   |  | 13,350   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Private placement at $52.50 per share                                       |  | 2,857  |  |  | 150,000   |  |  |            |  |  |            |   |  | 150,000  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for settlement of debt at $54.22 
      per share             |  | 1,460  |  |  | 79,166    |  |  |            |  |  |            |   |  | 79,166   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of options:                                      |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $56.00 per
      share                                                 |  | 1,419  |  |  | 79,470    |  |  |            |  |  |            |   |  | 79,470   |  
|- at $108.49 per share                                                      |  | 884    |  |  | 95,901    |  |  |            |  |  |            |   |  | 95,901   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the
      year                                                 |  |       |  |  |          |  |  |            |  |  | (754,698    | ) |  | (754,698 | )
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1993                                                 |  | 23,090 |  |  | 1,813,212 |  |  |            |  |  | (1,580,548  | ) |  | 232,664  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for settlement of debt at $45.49 
      per share             |  | 2,474  |  |  | 112,553   |  |  |            |  |  |            |   |  | 112,553  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Exercise of options at $50.43 per share                                     |  | 115    |  |  | 5,800     |  |  |            |  |  |            |   |  | 5,800    |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Exercise of warrants at $52.73 per share                                    |  | 165    |  |  | 8,700     |  |  |            |  |  |            |   |  | 8,700    |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the
      year                                                 |  |       |  |  |          |  |  |            |  |  | (201,255    | ) |  | (201,255 | )
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1994                                                 |  | 25,844 |  |  | 1,940,265 |  |  |            |  |  | (1,781,803  | ) |  | 158,462  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of options:                                      |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $42.00 per
      share                                                 |  | 1,727  |  |  | 72,536    |  |  |            |  |  |            |   |  | 72,536   |  
|- at $50.75 per share                                                       |  | 650    |  |  | 32,986    |  |  |            |  |  |            |   |  | 32,986   |  
|- at $54.25 per
      share                                                 |  | 188    |  |  | 10,199    |  |  |            |  |  |            |   |  | 10,199   |  
|- at $57.62 per share                                                       |  | 315    |  |  | 18,150    |  |  |            |  |  |            |   |  | 18,150   |  
|- at $73.52 per
      share                                                 |  | 1,252  |  |  | 92,046    |  |  |            |  |  |            |   |  | 92,046   |  
|- at $87.44 per share                                                       |  | 589    |  |  | 51,500    |  |  |            |  |  |            |   |  | 51,500   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for exercise of warrants:                                     |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $49.00 per
      share                                                 |  | 1,714  |  |  | 84,000    |  |  |            |  |  |            |   |  | 84,000   |  
|- at $61.25 per share                                                       |  | 2,946  |  |  | 180,425   |  |  |            |  |  |            |   |  | 180,425  |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for private placements:                                       |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|- at $49.01 per
      share                                                 |  | 1,714  |  |  | 84,000    |  |  |            |  |  |            |   |  | 84,000   |  
|- at $78.81 per share                                                       |  | 571    |  |  | 45,000    |  |  |            |  |  |            |   |  | 45,000   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Shares issued for acquisition of mineral property 
      at 78.67 per share |  | 286    |  |  | 22,500    |  |  |            |  |  |            |   |  | 22,500   |  
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Net loss for the
      year                                                 |  |       |  |  |          |  |  |            |  |  | (304,564    | ) |  | (304,564 | )
|                                                                            |  |        |  |  |           |  |  |             |  |  |             |   |  |          |  
|Balance  November 30, 1995                                                 |  | 37,796 |  |  | 2,633,607 |  |  |            |  |  | (2,086,367  | ) |  | 547,240  |  

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corp. 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statement of Stockholders Equity (Deficiency) 
  From June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                                                                   |  |         |  |  |           |   |  |             |  |  | Deficit     |   |  |          |  
|---------------------------------------------------------------------------------- |  | ------- |  |  | --------- | - |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                                                                   |  |         |  |  |           |   |  |             |  |  | Accumulated |   |  |          |  
|                                                                                   |  |         |  |  |           |   |  |             |  |  | During the  |   |  |          |  
|                                                                                   |  |         |  |  |           |   |  | Contributed |  |  | Development |   |  |          |  
|                                                                                   |  | Shares  |  |  | Amount    |   |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                                                                   |  | #       |  |  | $         |   |  | $           |  |  | $           |   |  | $        |  
|Balance  November 30, 1995                                                        |  | 37,796  |  |  | 2,633,607 |   |  |            |  |  | (2,086,367  | ) |  | 547,240  |  
|Shares issued for acquisition of mineral property 
      at $105.26 per share      |  | 114     |  |  | 12,000    |   |  |            |  |  |            |   |  | 12,000   |  
|Exercise of warrants at $78.81 per share                                           |  | 571     |  |  | 45,000    |   |  |            |  |  |            |   |  | 45,000   |  
|Private placement at $61.26 per share                                              |  | 857     |  |  | 52,500    |   |  |            |  |  |            |   |  | 52,500   |  
|Shares issued for exercise of options:                                             |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|- at $87.55 per share                                                              |  | 948     |  |  | 82,998    |   |  |            |  |  |            |   |  | 82,998   |  
|- at $92.66 per
      share                                                        |  | 143     |  |  | 13,250    |   |  |            |  |  |            |   |  | 13,250   |  
|- at $103.15 per share                                                             |  | 572     |  |  | 59,000    |   |  |            |  |  |            |   |  | 59,000   |  
|Net loss for the year                                                              |  |        |  |  |          |   |  |            |  |  | (102,055    | ) |  | (102,055 | )
|Balance  November 30, 1996                                                        |  | 41,001  |  |  | 2,898,355 |   |  |            |  |  | (2,188,422  | ) |  | 709,933  |  
|Shares issued for acquisition of mineral
      property 
      at $43.75 per share |  | 143     |  |  | 6,250     |   |  |            |  |  |            |   |  | 6,250    |  
|Shares issued for exercise of options:                                             |  |         |  |  |           |   |  |             |  |  |             |   |  |          |  
|- at $45.71 per
      share                                                        |  | 1,514   |  |  | 68,900    |   |  |            |  |  |            |   |  | 68,900   |  
|- at $52.45 per share                                                              |  | 286     |  |  | 15,000    |   |  |            |  |  |            |   |  | 15,000   |  
|- at $54.26 per
      share                                                        |  | 857     |  |  | 46,500    |   |  |            |  |  |            |   |  | 46,500   |  
|Net loss for the
      year                                                        |  |        |  |  |          |   |  |            |  |  | (150,318    | ) |  | (150,318 | )
|Balance  November 30, 1997                                                        |  | 43,801  |  |  | 3,035,005 |   |  |            |  |  | (2,338,740  | ) |  | 696,265  |  
|Shares issued for cash at $26.23 per share                                         |  | 629     |  |  | 16,500    |   |  |            |  |  |            |   |  | 16,500   |  
|Shares issued for settlement of debt at
      $26.24 
      per share              |  | 2,025   |  |  | 53,144    |   |  |            |  |  |            |   |  | 53,144   |  
|Share issuance costs                                                               |  |        |  |  | (2,452    | ) |  |            |  |  |            |   |  | (2,452   | )
|Net loss for the year                                                              |  |        |  |  |          |   |  |            |  |  | (512,408    | ) |  | (512,408 | )
|Balance  November 30, 1998                                                        |  | 46,455  |  |  | 3,102,197 |   |  |            |  |  | (2,851,148  | ) |  | 251,049  |  
|Shares issued for settlement of debt at
      $26.25 
      per share              |  | 2,333   |  |  | 61,252    |   |  |            |  |  |            |   |  | 61,252   |  
|Net loss for the
      year                                                        |  |        |  |  |          |   |  |            |  |  | (369,731    | ) |  | (369,731 | )
|Balance  November 30, 1999                                                        |  | 48,788  |  |  | 3,163,449 |   |  |            |  |  | (3,220,879  | ) |  | (57,430  | )
|Shares issued for settlement of debt at $3.75 per 
      share                     |  | 24,689  |  |  | 92,581    |   |  |            |  |  |            |   |  | 92,581   |  
|Private placement at $4.75 per share                                               |  | 68,000  |  |  | 323,000   |   |  |            |  |  |            |   |  | 323,000  |  
|Share issuance costs                                                               |  |        |  |  | (1,498    | ) |  |            |  |  |            |   |  | (1,498   | )
|Net loss for the year                                                              |  |        |  |  |          |   |  |            |  |  | (91,248     | ) |  | (91,248  | )
|Balance  November 30, 2000                                                        |  | 141,477 |  |  | 3,577,532 |   |  |            |  |  | (3,312,127  | ) |  | 265,405  |  

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corp. 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Statement of Stockholders Equity (Deficiency) 
  From June 22, 1983 (Date of Inception) to November 30, 2009 
  (Expressed in Canadian dollars)

|                                          |  |           |  |  |           |  |  |             |  |  | Deficit     |   |  |          |  
|----------------------------------------- |  | --------- |  |  | --------- |  |  | ----------- |  |  | ----------- | - |  | -------- | -
|                                          |  |           |  |  |           |  |  |             |  |  | Accumulated |   |  |          |  
|                                          |  |           |  |  |           |  |  |             |  |  | During the  |   |  |          |  
|                                          |  |           |  |  |           |  |  | Contributed |  |  | Development |   |  |          |  
|                                          |  | Shares    |  |  | Amount    |  |  | Surplus     |  |  | Stage       |   |  | Total    |  
|                                          |  | #         |  |  | $         |  |  | $           |  |  | $           |   |  | $        |  
|Balance  November 30, 2000               |  | 141,477   |  |  | 3,577,532 |  |  |            |  |  | (3,312,127  | ) |  | 265,405  |  
|Shares issued for cash at $8.00 per share |  | 5,000     |  |  | 40,000    |  |  |            |  |  |            |   |  | 40,000   |  
|Exercise of warrants at $6.25 per share   |  | 31,193    |  |  | 194,947   |  |  |            |  |  |            |   |  | 194,947  |  
|Net loss for the
      year               |  |          |  |  |          |  |  |            |  |  | (489,432    | ) |  | (489,432 | )
|Balance  November 30, 2001               |  | 177,670   |  |  | 3,812,479 |  |  |            |  |  | (3,801,559  | ) |  | 10,920   |  
|Shares issued for cash at $7.89 per share |  | 5,000     |  |  | 39,435    |  |  |            |  |  |            |   |  | 39,435   |  
|Exercise of options at $5.25 per share    |  | 3,600     |  |  | 18,900    |  |  |            |  |  |            |   |  | 18,900   |  
|Exercise of warrants at $6.25 per share   |  | 25,390    |  |  | 158,684   |  |  |            |  |  |            |   |  | 158,684  |  
|Net loss for the year                     |  |          |  |  |          |  |  |            |  |  | (261,950    | ) |  | (261,950 | )
|Balance  November 30, 2002               |  | 211,660   |  |  | 4,029,498 |  |  |            |  |  | (4,063,509  | ) |  | (34,011  | )
|Net loss for the year                     |  |          |  |  |          |  |  |            |  |  | (27,840     | ) |  | (27,840  | )
|Balance  November 30, 2003               |  | 211,660   |  |  | 4,029,498 |  |  |            |  |  | (4,091,349  | ) |  | (61,851  | )
|Units issued for cash at $0.25 per unit   |  | 1,000,000 |  |  | 250,000   |  |  |            |  |  |            |   |  | 250,000  |  
|Net loss for the
      year               |  |          |  |  |          |  |  |            |  |  | (49,597     | ) |  | (49,597  | )
|Balance  November 30, 2004               |  | 1,211,660 |  |  | 4,279,498 |  |  |            |  |  | (4,140,946  | ) |  | 138,552  |  
|Net loss for the
      year               |  |          |  |  |          |  |  |            |  |  | (71,186     | ) |  | (71,186  | )
|Balance  November 30, 2005               |  | 1,211,660 |  |  | 4,279,498 |  |  |            |  |  | (4,212,132  | ) |  | 67,366   |  
|Net loss for the
      year               |  |          |  |  |          |  |  |            |  |  | (58,145     | ) |  | (58,145  | )
|Balance  November 30, 2006               |  | 1,211,660 |  |  | 4,279,498 |  |  |            |  |  | (4,270,277  | ) |  | 9,221    |  
|Net loss for the
      year               |  |          |  |  |          |  |  |            |  |  | (61,980     | ) |  | (61,980  | )
|Balance  November 30, 2007               |  | 1,211,660 |  |  | 4,279,498 |  |  |            |  |  | (4,332,257  | ) |  | (52,759  | )
|Net loss for the year                     |  |          |  |  |          |  |  |            |  |  | (47,508     | ) |  | (47,508  | )
|Donated services                          |  |          |  |  |          |  |  | 5,000       |  |  |            |   |  | 5,000    |  
|Balance  November 30, 2008               |  | 1,211,660 |  |  | 4,279,498 |  |  | 5,000       |  |  | (4,379,765  | ) |  | (95,267  | )
|Private placement at $0.01 per share      |  | 5,000,000 |  |  | 58,291    |  |  |            |  |  |            |   |  | 58,291   |  
|Donated services (Note 8)                 |  |          |  |  |          |  |  | 5,000       |  |  |            |   |  | 5,000    |  
|Net loss for the year                     |  |          |  |  |          |  |  |            |  |  | (66,143     | ) |  | (66,143  | )
|Balance  November 30, 2009               |  | 6,211,660 |  |  | 4,337,789 |  |  | 10,000      |  |  | (4,445,908  | ) |  | (98,119  | )

The accompanying notes are an integral part of these financial
  statements

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|1. | NATURE OF OPERATIONS AND ABILITY TO CONTINUE AS
      A GOING CONCERN                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company was incorporated on June 22, 1983, and
      is currently in the business of seeking and identifying suitable business
      opportunities or business combinations in Canada. On November 17, 2009,
      the Company changed its name from Bradner Ventures Ltd. to HIP Energy
      Corporation. The Company's common shares are listed on the OTC Bulletin
      Board under the trading symbol "HIPCF". The Company is a development stage
      company and accordingly, the statements of operations and comprehensive
      loss, and cash flows include a total of all expenditures and other income
      and expenses since inception, June 22, 1983 to November 30, 2009.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | These financial statements have been prepared in accordance
      with generally accepted accounting principles in Canada applicable to
      a going concern, which assumes that the Company will be able to meet its
      obligations and continue its operations for its next fiscal year. Realization
      values may be substantially different from carrying values as shown and
      these financial statements do not give effect to adjustments that would
      be necessary to the carrying values and classification of assets and liabilities
      should the Company be unable to continue as a going concern. At November
      30, 2009, the Company had not yet identified a suitable business, has
      accumulated losses of $4,445,908 since its inception, had a working
      capital deficiency of $98,119 and expects to incur further losses
      in the development of its business, all of which casts substantial doubt
      about the Company's ability to continue as a going concern. The Companys
      ability to continue as a going concern is dependent upon its ability to
      generate future profitable operations and/or to obtain the necessary financing
      to meet its obligations and repay its liabilities arising from normal
      business operations when they become due.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The operations of the Company have primarily been
      funded by the issuance of capital stock. Continued operations of the Company
      are dependent on the Company's ability to raise funds through debt financing,
      complete equity financings or generate profitable operations in the future.
      Management's plan in this regard is to secure additional funds through
      future equity financings. Such financings may not be available or may
      not be available on reasonable terms. The financial statements contain
      no adjustments which reflect the outcome of this uncertainty.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|2. | SIGNIFICANT ACCOUNTING POLICIES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The preparation of financial statements in conformity
      with Canadian generally accepted accounting principles requires management
      to make estimates and assumptions that affect the reported amounts 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 period. Actual results could differ from those
      estimates. By their nature, these estimates are subject to measurement
      uncertainty and the effect on the financial statements of changes in such
      estimates in future periods could be significant.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The financial statements have, in managements
      opinion, been properly prepared within the framework of the significant
      accounting policies summarized below:                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Foreign Currency Translation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Monetary items denominated in foreign currencies are
      translated into Canadian dollars at exchange rates prevailing at the balance
      sheet date and non-monetary items are translated at exchange rates prevailing
      when the assets were acquired or obligations incurred. Foreign currency
      denominated revenue and expense items are translated at exchange rates
      prevailing at the transaction date. Gains and losses arising from the
      translations are included in operations.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Income Taxes                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company follows the asset and liability method
      for determining income taxes. Under this method, future income tax assets
      and liabilities are recognized for temporary differences between the carrying
      amounts for financial statement purposes and the tax basis for certain
      assets and liabilities. Future income tax assets and liabilities are measured
      using enacted tax rates expected to apply to taxable income in the years
      in which these temporary differences are expected to be settled. The tax
      effects of changes in these temporary differences are recognized in income
      in the period in which they occur.                                                                                                                                                                                                                                                                                                         
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Stock  Based Compensation                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The value of stock options granted is estimated on
      the date of grant using the Black-Scholes option-pricing model. The Black-Scholes
      option-pricing model requires the input of subjective assumptions, including
      the expected term of the option and stock price volatility. The expected
      term of options granted is determined based on historical data on the
      average hold period before exercise, expiry or cancellation. Expected
      volatility is based on the historical volatility of the share price of
      the Company. These estimates involve inherent uncertainties and the application
      of management judgment. In addition, the Company is required to estimate
      the expected forfeiture rate and only recognizes expense for those options
      expected to vest. As a result, if other assumptions had been used, the
      recorded stock-based compensation expense could have been different from
      that reported.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Basic and Diluted Loss Per Share                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Basic loss per share is calculated by dividing the
      net loss available to common shareholders by the weighted average number
      of shares outstanding during the year. Diluted earnings per share reflect
      the potential dilution of securities that could share in earnings of an
      entity. In a loss year, potentially dilutive common shares are excluded
      from the loss per share calculation, as the effect would be anti-dilutive.
      Basic and diluted loss per share are the same for the years presented.                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | For the years ended November 30, 2009, 2008 and 2007,
      there were no potentially dilutive common shares relating to stock options
      and warrants outstanding at the year-end.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Mineral Properties                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Mineral properties consist of exploration and mining
      concessions, options and contracts. Acquisition and leasehold costs are
      capitalized and deferred until such time as the property is put into production
      or the properties are disposed of either through sale or abandonment.
      If mineral properties are put into production, the costs of acquisition
      will be amortized over the life of the property based on estimated economic
      reserves. Proceeds received from the sale of any interest in a property
      will first be credited against the carrying value of the property, with
      any excess included in operations for the period. If a property is abandoned,
      the property costs that are not recoverable will be written-off to operations.                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Mineral properties exploration costs are expensed
      when incurred. Recorded costs of mineral properties are not intended to
      reflect present or future values of mineral properties.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | Comprehensive Income                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|   | The Company follows CICA Handbook Section 1530 Comprehensive
      Income which establishes standards for reporting and presenting
      comprehensive income, which is defined as the change in equity from transactions
      and other events from non-owner sources. Other comprehensive income refers
      to items recognized in comprehensive income that are excluded from net
      income calculated in accordance with Canadian generally accepted accounting
      principles. At November 30, 2009, the Company does not have transactions
      and events which require the recognition of comprehensive income.                                                                                                                                                                                                                                                                                                                                                      

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                        
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Financial Instruments  Recognition and Measurement                                                                                                                                                                                                                                                                                                                                                                
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | This standard requires all financial instruments within
      its scope, including derivatives, to be included on the balance sheet
      and measured either at fair value or, in certain circumstances when fair
      value may not be considered most relevant, at cost or amortized cost.
      Changes in fair value are to be recognized in either the Statements of
      Operations or Comprehensive Loss.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | In accordance with this standard, the Company has classified
      its financial instruments as follows:                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company classifies and measures its financial instruments
      as follows:                                                                                                                                                                                                                                                                                                                                    

| | • | Cash is classified as held-for-trading
      which is measured at fair value initially and in subsequent periods;                                                                                                                                                   
| | - | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |   |                                                                                                                                                                                                                                                                       
| | • | Accounts payable, accrued liabilities
      and advances payable are classified as other financial liabilities and
      are measured at fair value at inception. Subsequent valuations are recorded
      at amortized cost using the effective interest rate method.

Financial Instruments  Presentation
  and Disclosures

Handbook Section 3862, Financial Instruments
   Disclosures, was amended in June 2009. It establishes revised standards
  for the disclosure of financial instruments. The standard establishes a three-tier
  hierarchy as a framework for disclosing fair value of financial instruments
  based on inputs used to value the Companys investments. The amended standard
  has no impact on the Companys financial statements.

See additional disclosures on financial
  instruments on Note 11.

Accounting Changes

The Company adopted CICA Handbook Section
  1506 Accounting Changes which revises the standards on changes in
  accounting policy, estimates or errors to require a change in accounting policy
  to be applied retrospectively (unless doing so is impracticable or is specified
  otherwise by a new accounting standard), changes in estimates to be recorded
  prospectively, and prior period errors to be corrected retrospectively. Voluntary
  changes in accounting policy are allowed only when they result in financial
  statements that provide reliable and more relevant information. In addition,
  these revised standards call for enhanced disclosures about the effects of changes
  in accounting policies, estimates and errors on the financial statements. The
  impact of this new standard cannot be determined until such time as the Company
  makes a change in accounting policy, other than the changes resulting from the
  implementation of the new CICA Handbook standards discussed in this note.

Cash Distributions

The Company follows the CICA Handbook
  Section 1540, Cash Flow Statements, which has been amended to require
  additional disclosures where cash distributions are made in accordance with
  a contractual obligation for cash distributions. The adoption of this section
  has not resulted in any changes on the disclosure within the financial statements.

Capital Disclosures

CICA Handbook Section 1535 Capital
  Disclosures: The new standard is effective for annual and interim periods
  beginning on or after October 1, 2007 and requires disclosure of the Companys
  objectives, policies, and processes for managing capital; quantitative data
  about what the Company regards as capital; whether the Company has complied
  with any capital requirements; and, if the Company has not complied, the consequences
  of such noncompliance. The new accounting standard covers disclosure only and
  had no effect on the financial position or results of the Company.

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|2. | SIGNIFICANT ACCOUNTING POLICIES (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Recently Adopted Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The Canadian Accounting Stardards Board (AcSB)
      issued CICA Handbook Section 3064 which replaces Section 3062, Goodwill
      and Other Intangible Assets, and Section 3450, Research and Development
      Costs. This new section establishes standards for the recognition, measurement,
      presentation and disclosure of goodwill subsequent to its initial recognition
      and of intangible assets. Standards concerning goodwill remain unchanged
      from the standards included in the previous Section 3062. The section
      applies to interim and annual financial statements relating to fiscal
      years beginning on or after October 1, 2008. Effective December 1, 2008,
      the Company has applied this standard and the adoption of this did not
      have material impact on the financial statements.                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The amended Section 1400 provides guidance related
      to managements assessment of the Companys ability to continue
      as a going concern. The additional requirement requires management to
      make an assessment of the Companys ability to continue as a going
      concern and to disclose any material uncertainties related to events or
      conditions that may cast significant doubt upon the entitys ability
      to continue as a going concern. Note 1 addresses the additional disclosure
      as required.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The CICA handbook Section 1000 has been amended to
      focus on the capitalization of costs that meet the definition of an asset
      and de-emphasizes the matching principle. The revised requirements are
      effective for annual and interim financial statements relating to fiscal
      years beginning on or after October 1, 2008. The amendment has not resulted
      in any changes on the financial position or results of the Company.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | Recent Accounting Pronouncements                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | In 2006, the AcSB published a new strategic plan that
      will significantly affect financial reporting requirements for Canadian
      companies. The AcSB strategic plan outlines the convergence of Canadian
      GAAP with IFRS over an expected five year transitional period. In February
      2008, the AcSB announced that 2011 is the changeover date for publicly-listed
      companies to use IFRS, replacing Canadas own GAAP. The date is for
      interim and annual financial statements relating to fiscal years beginning
      on or after January 1, 2011. The transition date of January 1, 2011 will
      require the restatement for comparative purposes of amounts reported by
      the Company for the year ended November 30, 2011. While the Company has
      begun assessing the adoption of IFRS for 2011, the financial reporting
      impact of the transition to IFRS cannot be reasonably estimated at this
      time. The Company is currently assessing the impact of the above new accounting
      standards on the Companys financial positions and results of operations.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The CICA handbook Section 1601, Consolidated
      Financial Statements, and Section 1602, Non-controlling Interests,
      replaces Section 1600. Section 1601 establishes standards for the preparation
      of consolidated financial statements. Section 1602 establishes standards
      for accounting, for a non-controlling interest in a subsidiary in consolidated
      financial statements, subsequent to a business combination. Section 1602
      is equivalent to the corresponding provisions of International Financial
      Reporting Standard IAS 27, Consolidated and Separate Financial Statements.
      These standards are effective for the Company for interim and annual financial
      statements beginning on January 1, 2011. Early adoption is permitted.
      The Company has not yet determined the impact of the adoption of these
      changes on its financial statements.                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|   | The CICA handbook Section 1582, Business Combinations,
      which replaces Section 1581, Business Combinations, establishes
      standards for the accounting for a business combination. It is the Canadian
      GAAP equivalent to International Financial Reporting Standard IFRS 3,
      Business Combinations. This standard is effective for interim
      and annual financial statements beginning on January 1, 2011. Early adoption
      is permitted. The Company has not yet determined the impact of the adoption
      of these changes on its financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|3. | CAPITAL DISCLOSURES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Effective December 1, 2007, the Company adopted
      the new CICA guidelines of Section 1535, Capital Disclosures,
      which requires companies to disclose their objectives, policies and processes
      for managing capital, quantitative data about what the entity regards
      as capital, and whether companies have complied with externally imposed
      capital requirements and, if not in compliance, the consequences of such
      non- compliance.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | In the management of capital, the Company
      includes cash in the definition of capital.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company manages its capital structure
      and makes adjustments to it, based on the funds available to the Company,
      in order to seek and identify suitable business opportunities or business
      combinations in Canada. The board of directors does not establish quantitative
      return on capital criteria for management, but rather relies on the expertise
      of the Companys management to sustain future development of the
      business.                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company places its cash with institutions
      of high credit worthiness. At November 30, 2009, the Company had cash
      of $12,229 (2008: $4,623).                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company currently has not identified business
      opportunities; as such the Company has historically relied on the equity
      markets and advances from related parties to fund its activities. In order
      to carry out identifying business opportunities and pay for administrative
      costs, the Company will spend its existing working capital and raise additional
      funds as needed. The Company will continue to assess new opportunities
      and seek to acquire business if it feels there are sufficient benefits
      to the Company and if it has adequate financial resources to do so.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | Management reviews its capital management
      approach on an ongoing basis and believes that this approach, given the
      relative size of the Company, is reasonable. There have been no changes
      made to the capital management policy during the year.                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|4. | MINERAL PROPERTY                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                            
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended November 30, 2007, the
      Company was in the process of acquiring an exploration permit to a mineral
      claim located in British Columbia, Canada for a term which expired on
      November 30, 2008. The Company paid a $5,000 security deposit and incurred
      $3,921 in exploration costs on the mineral claim.                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | During the year ended November 30, 2008, the
      Company abandoned the mineral claim and received a refund for the security
      deposit of $5,000.                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|5. | RELATED PARTY TRANSACTIONS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | The Company entered into the following transactions
      with related parties, which are measured at the exchange amount.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | a)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | b)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | c)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | d)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | e)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|   | f)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|6. | CAPITAL STOCK                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Common Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The common shares of the Company are all of the same
      class, are voting and entitle stockholders to receive dividends. Upon
      liquidation or wind-up, stockholders are entitled to participate equally
      with respect to any distribution of net assets or any dividends which
      may be declared.                                                                                                                                                                                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On May 12, 2009, the Company completed a private placement
      with a director of the Company for the purchase of 5,000,000 common shares
      for proceeds of $58,291 (US$50,000).                                                                                                                                                                                                                                                                                                                                                                             
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | On November 19, 2009, the Company effected a 5:1 reverse
      stock split of the authorized, issued and outstanding common and preferred
      stock. The
      issued and outstanding common stock decreased from 31,058,255 shares to
      6,211,660 shares. All share amounts have been retroactively adjusted for
      all periods presented.                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Preferred Shares                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The preferred shares of the Company may be issued in
      one or more series and may be designated as voting or non-voting and cumulative
      or non-cumulative. Upon liquidation or wind-up, stockholders are entitled
      to participate equally with respect to any distribution of net assets
      before any distribution is made to the holders of the common shares. The
      Company had no preferred shares outstanding at November 30, 2009, 2008
      and 2007.                                                                                 
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Stock Options                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The Company, from time to time, allows officers, key
      employees and non-employee directors to be granted options to purchase
      shares of the Companys authorized but un-issued common stock. Options
      currently expire no later than 10 years from the grant date and generally
      vest on the date of grant. These options are granted with an exercise
      price equal to the market price of the Companys common stock on
      the date of the grant. The Company had no options outstanding as at November
      30, 2009, 2008 and 2007.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | Warrants                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                    
|   | The following is a summary of the activity of the warrants
      issued for the fiscal years ended 2009, 2008, and 2007:                                                                                                                                                                                                                                                                                                                                                                                                                                           

| |                            |  | November 30, 2009 |  |  | November
      30, 2008 |  |  | November
      30, 2007 | 
| | -------------------------- |  | ----------------- |  |  | ----------------------- |  |  | ----------------------- | 
| |                            |  | Exercise          |  |  |                         |  |  |                         | 
| |                            |  | Number            |  |  | Price                   |  |  | Number                  | 
| |                            |  |                   |  |  |                         |  |  |                         | 
| | Balance, beginning of year |  |                  |  |  |                        |  |  |                        | 
| | Expired                    |  |                  |  |  |                        |  |  |                        | 
| |                            |  |                   |  |  |                         |  |  |                         | 
| | Balance, end of year       |  |                  |  |  |                        |  |  |                        | 

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|7. | INCOME TAXES                                                                                                         
|-- | ---------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                      
|   | A reconciliation of income tax recovery at statutory
      rates with the reported income tax recovery is as follows:

| |                                                                   |   | 2009    |   |   | 2008    |   |   | 2007     |  
| | ----------------------------------------------------------------- | - | ------- | - | - | ------- | - | - | -------- | -
| |                                                                   |   |         |   |   |         |   |   |          |  
| | Basic statutory and provincial income tax rate                    |   | 30.04%  |   |   | 31.30%  |   |   | 34.12%   |  
| |                                                                   |   |         |   |   |         |   |   |          |  
| | Net loss                                                          | $ | (66,143 | ) | $ | (47,508 | ) | $ | (61,980  | )
| |                                                                   |   |         |   |   |         |   |   |          |  
| | Expected income tax recovery on net loss,
      before income tax | $ | 20,000  |   | $ | 15,000  |   | $ | 21,000   |  
| | Differences due to recognition of items for tax purposes:         |   |         |   |   |         |   |   |          |  
| | Effects of reduction in statutory rate                            |   | (21,000 | ) |   | (2,000  | ) |   | (118,000 | )
| | Permanent differences                                             |   | (2,000  | ) |   | (2,000  | ) |   | -        |  
| | Expiry of non-capital loss carry forward                          |   | (42,000 | ) |   | (19,000 | ) |   | -        |  
| | Change in valuation allowance                                     |   | 45,000  |   |   | 8,000   |   |   | 97,000   |  
| |                                                                   |   |         |   |   |         |   |   |          |  
| | Total income tax recovery                                         | $ | -       |   | $ | -       |   | $ | -        |  

The significant components of the Companys
  future income tax assets and liabilities are as follows:

|                                       |   | 2009     |   |   | 2008     |  
|-------------------------------------- | - | -------- | - | - | -------- | -
|                                       |   |          |   |   |          |  
|Future estimated income tax assets:    |   |          |   |   |          |  
|Non-capital losses carried forward     | $ | 93,000   |   | $ | 126,000  |  
|Exploration expenses                   |   | 229,000  |   |   | 238,000  |  
|Capital
      loss carry-forwards      |   | 92,000   |   |   | 95,000   |  
|                                       |   | 414,000  |   |   | 459,000  |  
|Valuation allowance                    |   | (414,000 | ) |   | (459,000 | )
|Net future estimated income tax assets | $ | -        |   | $ | -        |  

As at November 30, 2009, the Company
  has accumulated Canadian and foreign exploration costs totaling $916,000 and
  non-capital losses totaling $373,000. The Company also has $734,000 of capital
  losses which may be applied to future capital gains, which may be carried forward
  to apply against future years income for Canadian income tax purposes.
  Potential benefits of these losses and exploration costs have not been recognized
  in these financial statements because the Company cannot be assured it is more
  likely than not they will be utilized in future years. The non-capital losses
  expire as follows:

|2011 |   | 28,000  | 
|---- | - | ------- | 
|2014 |   | 50,000  | 
|2015 |   | 71,000  | 
|2026 |   | 58,000  | 
|2027 |   | 62,000  | 
|2028 |   | 43,000  | 
|2029 |   | 61,000  | 
|     | $ | 373,000 | 

For income tax purposes, the Company
  reports certain transactions in different periods than reported for financial
  statement purposes. The Company has incurred operating losses since its inception
  and, therefore, no tax liabilities have been incurred for the years presented.

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|8. | CONTRIBUTED SURPLUS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                              
|-- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | During the year ended November 30, 2009, a Company
      with a common director provides bookkeeping services and management services
      at no cost. The fair value of the bookkeeping services of $3,000 (2008:
      $3,000) and the fair value of the management services of $2,000
      (2008: $2,000) have been recorded in the statement of operations and
      in contributed surplus.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                           
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | These financial statements have been prepared in accordance
      with generally accepted accounting principles (GAAP) in Canada.
      There are no material differences between Canadian GAAP and United States
      GAAP on the balance sheets and statements of operations and comprehensive
      loss, cash flows and stockholders equity (deficiency) for 2009,
      2008 and 2007.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Recent Accounting Pronouncement                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In June 2009, FASB issued The FASB Accounting
      Standards Codification and the Hierarchy of Generally Accepted Accounting
      Principles  a replacement of FASB Statement No. 162. The FASB
      Accounting Standards Codification (Codification) will become
      the source of authoritative U.S. generally accepted accounting principles
      (GAAP) recognized by FASB to be applied by nongovernmental
      entities. Rules and interpretive releases of the Securities and Exchange
      Commission SEC under authority of federal securities laws
      are also sources of authoritative GAAP for SEC registrants. On the effective
      date of this statement, the Codification will supersede all then-existing
      non-SEC accounting and reporting standards. All other non- grandfathered
      non-SEC accounting literature not included in the Codification will become
      non-authoritative. This statement is effective for financial statements
      issued for interim and annual periods ending after September 30, 2009.
      Effective December 1, 2008, references made to FASB guidance throughout
      this financial statements have been updated for the Codification.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | Effective December 1, 2008, the Company adopted a
      new accounting standard included in ASC 805, Business Combinations. The
      new standard applies to all transactions or other events in which an entity
      obtains control of one or more businesses. Additionally, the new standard
      requires the acquiring entity in a business combination to recognize all
      (and only) the assets acquired and liabilities assumed in the transaction;
      establishes the acquisition-date fair value as the measurement date for
      all assets acquired and liabilities assumed; and requires the acquirer
      to disclose additional information needed to evaluate and understand the
      nature and financial effect of the business combination. The Companys
      adoption of the new accounting standard did not have a material effect
      on the Companys financial statements.                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In January 2010, FASB issued an Accounting Standard
      Update, ASU No. 2010-06, on codification, Fair value Measurements and
      Disclosures (Topic 820-10), improving disclosures about fair value measurements.
      This update provides amendments to Topic 820 that will provide more robust
      disclosures about (1) the different classes of assets and liabilities
      measured at fair value, (2) the valuation techniques and inputs used,
      (3) the activity in Level 3 fair value measurements, and (4) the transfers
      between Levels 1, 2, and 3. The standard adds new disclosure and clarifies
      existing disclosure requirements. The new standard requires disclosures
      of the fair value of financial instruments for interim reporting periods
      of publicly traded companies in addition to the annual disclosure required
      at year-end. The provisions of the new standard are effective for the
      interim periods ending after June 15, 2009. The adoption of the new standard
      did not have a material on the Companys financial statements.                                                                                                              
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|   | In September 2009, FASB issued an Accounting Standards
      Update, ASU No. 2009-06, Income Taxes (Topic 740)  Implementation
      Guidance on Accounting for Uncertainty in Income Taxes and Disclosure
      Amendments for Nonpublic Entities. This update is to address the need
      for additional implementation guidance on accounting for uncertainty in
      income taxes. The implementation guidance will apply to financial statements
      of nongovernmental entities that are presented in conformity with U.S.
      GAAP. The effective date is for entities that are currently applying the
      standards for accounting for uncertainty in income taxes, the guidance
      and disclosure amendments are effective for financial statements issued
      for interim and annual periods ending after September 15, 2009. For those
      entities that have deferred the application of accounting for uncertainty
      in income taxes in accordance with paragraph 740-10-65-1(e), the guidance
      and disclosure amendments are effective upon adoption of those standards.
      The adoption of the new standard did not have a material on the Companys
      financial statements.     

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|9. | UNITED STATES GENERALLY ACCEPTED ACCOUNTING PRINCIPLES
      (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Recent Accounting Pronouncement (Continued)                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In May 2009, FASB issued ASC 855, Subsequent
      Events, which establishes general standards of for the evaluation,
      recognition and disclosure of events and transactions that occur after
      the balance sheet date. Although there is new terminology, the standard
      is based on the same principles as those that currently exist in the auditing
      standards. The standard, which includes a new required disclosure of the
      date through which an entity has evaluated subsequent events, is effective
      for interim or annual periods ending after June 15, 2009. The adoption
      of ASC 855 did not have a material effect on the Companys financial
      statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                     
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In August 2009, FASB issued an Accounting Standards
      Update, ASU No. 2009-5 Fair Value of Measurements and Disclosure
      (Topic 820)  Measuring Liabilities at Fair Value. The new
      guidance, which is now part of ASC 820, provides clarification that in
      certain circumstances in which a quoted price in an active market for
      the identical liability is not available, a company is required to measure
      fair value using one or more of the following valuation techniques: the
      quoted price of the identical liability when traded as an asset, the quoted
      prices for similar liabilities or similar liabilities when traded as assets,
      or another valuation technique that is consistent with the principles
      of fair value measurements. The new guidance clarifies that a company
      is not required to include an adjustment for restrictions that prevent
      the transfer of the liability and if an adjustment is applied to the quoted
      price used in a valuation technique, the result is a Level 2 or 3 fair
      value measurement. The new guidance is effective for interim and annual
      periods beginning after August 27, 2009. The adoption of this standard
      did not have a material effect on the Companys financial statements.
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | Accounting Standards Not Yet Effective                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                               
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | FASB issued a new accounting standard included in
      ASC 820, The new standard requires disclosures of the fair value of financial
      instruments for interim reporting periods of publicly traded companies
      in addition to the annual disclosure required at year-end. The provisions
      of the new standard were effective for the interim periods ending after
      December 15, 2009. The adoption of this standard is not expected to have
      a material effect on the Companys financial statements.                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                       
|   |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|   | In September 2009, FASB issued an Accounting Standards
      Update, ASU No. 2009-12, Fair Value Measurement and Disclosures,
      Topic (820). This amendments to Subtopic 820-10, Fair Value Measurements
      and DisclosuresOverall, for the fair value measurement of investments
      in certain entities that calculate net asset value per share (or its equivalent).
      The amendments in this Update also require disclosures by major category
      of investment about the attributes of investments within the scope of
      the amendments in this Update. The amendments in this Update are effective
      for interim and annual periods ending after December 15, 2009. Early application
      is permitted in financial statements for earlier interim and annual periods
      that have not been issued. If an entity elects to early adopt the measurement
      amendments in this Update, the entity is permitted to defer the adoption
      of the disclosure provisions of paragraph 820-10-50- 6A until periods
      ending after December 15, 2009. The Company is evaluating the impact it
      would have to the Companys financial statements.                                                                                                                                        

---

HIP Energy Corporation 
  (Formerly Bradner Ventures Ltd.) 
  (A Development Stage Company) 
  Notes to the Financial Statements 
  November 30, 2009, 2008 and 2007 
  (Expressed in Canadian dollars)

|10. | NON-CASH TRANSACTIONS
|--- | ---------------------

| |                                                   |  | Accumulated from    |  |  |                          |  |  |       |  |  |      | 
| | ------------------------------------------------- |  | ------------------- |  |  | ------------------------ |  |  | ----- |  |  | ---- | 
| |                                                   |  | June 22, 1983       |  |  |                          |  |  |       |  |  |      | 
| |                                                   |  | (Date of Inception) |  |  | Years ended November 30, | 
| |                                                   |  | to November 30,     |  |  |                          |  |  |       |  |  |      | 
| |                                                   |  | 2009                |  |  | 2009                     |  |  | 2008  |  |  | 2007 | 
| |                                                   |  | $                   |  |  | $                        |  |  | $     |  |  | $    | 
| |                                                   |  |                     |  |  |                          |  |  |       |  |  |      | 
| | Shares issued for settlement of debt              |  | 422,996             |  |  |                         |  |  |      |  |  |     | 
| | Shares issued for finders fee                    |  | 179,932             |  |  |                         |  |  |      |  |  |     | 
| | Shares issued for acquisition of mineral property |  | 409,866             |  |  |                         |  |  |      |  |  |     | 
| | Donated services
      (note 8)                   |  | 10,000              |  |  | 5,000                    |  |  | 5,000 |  |  |     | 

|11. | FINANCIAL INSTRUMENTS                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|--- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Financial Instrument Risk Exposure and Risk Management                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Companys risk management policies are established
      to identify and analyze the risks faced by the Company, to set appropriate
      risk limits and controls, and to monitor risks and adherence to market
      conditions and the Companys activities. The Company has exposure
      to credit risk, liquidity risk and market risk as a result of its use
      of financial instruments. This note presents information about the Companys
      exposure to each of the above risks and the Companys objectives,
      policies and processes for measuring and managing these risks.
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Financial instruments issued by the Company are treated
      as equity only to the extent that they do not meet the definition of a
      financial liability. The Companys common shares are classified as
      equity instruments.                                                                                                                                                                                                                                                                                                                                                                 
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Board of Directors has overall responsibility for
      the establishment and oversight of the Companys risk management
      framework. The Board has implemented and monitors compliance with risk
      management policies as set out herein:                                                                                                                                                                                                                                                                                                                                                  
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Credit Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company is primarily exposed to credit risk on its
      bank accounts. Credit risk exposure is limited through maintaining its
      cash with high-credit quality financial institutions.                                                                                                                                                                                                                                                                                                                                                                                                         
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Liquidity Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                          
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | The Company ensures that there is sufficient capital
      in order to meet short term business requirements, after taking into account
      the Companys holdings of cash. The Company believes that these sources
      will be sufficient to cover the expected short and long term cash requirements.                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Interest Rate Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                      
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Interest rate risk is the risk that future cash flows
      will fluctuate as a result of changes in market interest rates. The Company
      is not exposed to significant interest rate risk on its cash.                                                                                                                                                                                                                                                                                                                                                                                             
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Foreign Currency Risk                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                   
|    |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                         
|    | Foreign currency exchange rate risk is the risk that
      the fair value or future cash flows will fluctuate as a result of changes
      in foreign exchange rates. As significant transactions of the Company
      are denominated in Canadian dollars, the Company is not significantly
      exposed to foreign currency exchange risk at this time.                                                                                                                                                                                                                                              

---

|HIP Energy Corporation           
|---------------------------------
|(Formerly Bradner Ventures Ltd.) 
|(A Development Stage Company)    
|Notes to the Financial Statements
|November 30, 2009, 2008 and 2007 
|(Expressed in Canadian dollars)  

|12. | SUBSEQUENT EVENTS                                                                                      
|--- | -------------------------------------------------------------------------------------------------------
|    |                                                                                                        
|    | •                                                                                                      
|    |                                                                                                        
|    |                                                                                                        
|    |                                                                                                        
|    |                                                                                                        
|    |                                                                                                        
|    | •                                                                                                      
|    |                                                                                                        
|    | •                                                                                                      
|    |                                                                                                        
|    | •                                                                                                      
|    |                                                                                                        
|13. | COMPARATIVE FIGURES                                                                                    
|    |                                                                                                        
|    | Certain comparative figures have been reclassified
      to conform to the current years presentation.

---

ITEM
  18           Financial
  Statements

Refer to Item 17 Financial Statements.







45

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ITEM
  19           Exhibits

The following exhibits are being filed as part of this shell
  company report, or are incorporated by reference where indicated:

|1.   | Articles of Incorporation and By-laws:                                                                                                                                                                                                                                           
|---- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|     |                                                                                                                                                                                                                                                                                  
|1.1  | Articles of Incorporation, effective June 22, 1983
      (incorporated by reference from our Registration Statement on Form 20-F/A,
      filed on January 22, 2001).                                                                                                            
|     |                                                                                                                                                                                                                                                                                  
|1.2  | Altered Memorandum, dated December 13, 1999 (incorporated
      by reference from our Registration Statement on Form 20-F/A, filed on
      January 22, 2001).                                                                                                                   
|     |                                                                                                                                                                                                                                                                                  
|1.3  | Certificate of Change of Name, dated December 13, 1999
      (incorporated by reference from our Registration Statement on Form 20-F/A,
      filed on January 22, 2001).                                                                                                        
|     |                                                                                                                                                                                                                                                                                  
|1.4  | Notice of Alteration of Articles, effective March 31,
      2004 (incorporated by reference from our Registration Statement on Form
      20-F, filed on June 1, 2004).                                                                                                          
|     |                                                                                                                                                                                                                                                                                  
|1.5  | Notice of Alteration of Articles, effective March 31,
      2004 (incorporated by reference from our Registration Statement on Form
      20-F, filed on June 1, 2004).                                                                                                          
|     |                                                                                                                                                                                                                                                                                  
|1.6  | Notice of Articles, effective October 20, 2009 (incorporated by reference from our Registration Statement on Form 20-F, filed on April 5, 2010).                                                                                                                                 
|     |                                                                                                                                                                                                                                                                                  
|4.   | Material Agreements                                                                                                                                                                                                                                                              
|     |                                                                                                                                                                                                                                                                                  
|4.1  | Asset Purchase Agreement dated March 14, 2010 among HIP
      Energy Corporation, HIP Energy (Texas), Inc., HIP Energy Resource Limited,
    and Equi Energy LLC (incorporated by reference from our Registration Statement on Form 20-F, filed on April 5, 2010).               
|     |                                                                                                                                                                                                                                                                                  
|4.2  | License Agreement dated March 14, 2010 among HIP Energy
      Corporation, HIP Energy (Nevada) Corporation, HIP Technology Limited, and
    Group Rich Development Limited (incorporated by reference from our Registration Statement on Form 20-F, filed on April 5, 2010).     
|     |                                                                                                                                                                                                                                                                                  
|4.3. | Joint operating agreement dated January 12, 2010 among
      TexLa Operating Company, HIP Energy Corporation, HIP Energy (Texas), Inc.,
    and HIP Energy (Nevada) Corporation (incorporated by reference from our Registration Statement on Form 20-F, filed on April 5, 2010).
|     |                                                                                                                                                                                                                                                                                  
|4.4  | Non-Competition Agreement dated March 14, 2010 among HIP
      Energy Corporation, HIP Energy (Texas), Inc., HIP Energy Resource Limited
    and Equi Energy LLC (incorporated by reference from our Registration Statement on Form 20-F, filed on April 5, 2010).               
|     |                                                                                                                                                                                                                                                                                  
|11.  | Code of Ethics                                                                                                                                                                                                                                                                   
|     |                                                                                                                                                                                                                                                                                  
|11.1 | Code of Ethics (incorporated by reference from our
      Registration Statement on Form 20-F, filed on June 1, 2004).                                                                                                                                                            

46

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SIGNATURES

The registrant hereby certifies that it meets all of the
  requirements for filing on Form 20-F and that it has duly caused and authorized
  the undersigned to sign this shell company report on its behalf.

HIP ENERGY CORPORATION

*/s/ Richard L. Coglon*
  ______________________________________________
  Richard
  L. Coglon 
  Chief Executive Officer and Chief Financial Officer
  (Principal
  Executive Officer
  and Principal Financial Officer)

Date: August 3, 2011

47

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