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UNITED STATESSECURITIES
AND EXCHANGE COMMISSIONWashington, D.C. 20549

FORM 20-F

(Mark One)

[   ] Registration Statement Pursuant to Section 12(b)
or (g) of the Securities Exchange Act of 1934.

or

[X] Annual Report Pursuant to Section 13 OR 15(d) of the
Securities Exchange Act of 1934

for the Fiscal Year Ended December 31, 2009.

or

[   ] Transition Report Pursuant to Section 13 OR
15(d) of the Securities Exchange Act 0f 1934.

For the transition period from ________ to ________.

Commission file number000-52145

RAINCHIEF ENERGY INC.(Exact name of Registrant as specified in its charter)

_________________________________(Translation of
Registrant's name into English)

Business Corporations Act (British Columbia)(Jurisdiction of incorporation or organization)

Suite 2550  555 West Hastings Street, Vancouver, BC,
Canada, V6B 4N5(Address of principal executive offices)

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
|------------------- | -----------------------------------------

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

Common Stock, without par value(Title
of Class)

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

_________________________________(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 annual report: 27,838,852 as at December 31, 2009.

1

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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 filed reports pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 [   ]
Yes    [X] 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) 
  [X] Yes    [   ] No; 
  and (2) has been subject to such filing requirements for the past 90 days. 
  [X] Yes    [   ] No.

Indicate which financial statement item the registrant elects to
follow: [X] Item 17    [   ] Item 18.

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]

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

2

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Rainchief Energy Inc.

Table of Contents

|PART
      I                                                                                       |   
|-------------------------------------------------------------------------------------------------- | --
|Item
      1. Identity of Directors, Senior Management and Advisors                                | 4 
|Item
      2. Offer Statistics and Expected Timetable                                              | 4 
|Item
      3. Key Information                                                                      | 5 
|Item
      4. Information on the Company                                                           | 11
|Item
      5. Operating and Financial Review                                                       | 12
|Item
      6. Directors, Senior Management and Employees                                           | 15
|Item
      7. Major Shareholders and Related Party Transactions                                    | 17
|Item
      8. Financial Information                                                                | 18
|Item
      9. The Offer and Listing                                                                | 19
|Item
      10. Additional Information.                                                             | 20
|Item
      11. Quantitative and Qualitative Disclosures About Market Risk                          | 29
|Item
      12. Description of Securities Other Than Equity Securities                              | 29
|                                                                                                   |   
|PART
      II                                                                                      |   
|Item
      13. Defaults, Dividend Arrearages and Delinquencies                                     | 30
|Item
      14. Material Modifications to the Rights of Security Holders and Use of
      Proceeds. | 30
|Item
      15T. Controls and Procedures                                                            | 30
|Item
      15. Controls and Procedures                                                             | 30
|Item
      16A. Audit Committee Financial Experts                                                  | 31
|Item
      16B. Code of Ethics                                                                     | 31
|Item
      16C. Principal Accountant Fees and Services                                             | 31
|Item
      16D. Exemptions from the Listing Standards for Audit Committees                         | 31
|Item
      16E. Purchases of Equity Securities by the Issuer and Affiliated
      Purchasers       | 31
|                                                                                                   |   
|PART
      III                                                                                     |   
|Item
      17. Financial Statements                                                                | 32
|Item
      18. Financial Statements                                                                | 32
|Item
      19. Exhibits                                                                            | 32
|SIGNATURES                                                                                         | 33

3

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PART I

Introduction. Rainchief Energy Inc. (referred to as
Rainchief, the Company), is a British Columbia corporation incorporated on
December 28, 2000. The business endeavor will seek to identify for evaluation
undervalued oil & gas assets worldwide for possible acquisition.

Item 1. Identity of Directors, Senior Management and
Advisors.

The President of the Company is Bradley J. Moynes, Suite 2550 -
555 West Hastings Street, Vancouver, BC, Canada, V6B 4N5; and the Interim CFO of
the Company is J. Robert Moynes, Unit #8-1063 West 7th Ave.
Vancouver, BC, Canada, V6H-1B2. See Item 6 for further information.

The Companys registered independent auditors are Watson
Dauphinee & Masuch, Chartered Accountants, Suite 420, 1501 West Broadway,
Vancouver, British Columbia, Canada, V6J-4Z6. For further information, see Item
16C and the consolidated financial statements under Item 8.

Item 2. Offer Statistics and Expected Timetable. Not
applicable.

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Item 3. Key Information

A.        Selected
Financial Data.

The following selected information should be read in
conjunction with the Companys financial statements, and notes, filed with this
Form 20-F. This information, and all other financial information in this Form
20-F, is stated in Canadian dollars unless otherwise noted.

The financial information is presented on the basis of
generally accepted accounting principles in Canada. With respect to the
Companys consolidated financial statements, there are no material differences
from applying these principles compared to applying United States generally
accepted accounting principles. Please see note 15 of the consolidated financial
statements.

Selected Consolidated Financial and Operating Data.

|                                          | Year Ended December 31,
|----------------------------------------- | -----------------------
|Operating Data                            | 2009                   
|                                          | $                      
|                                          |                        
|Sales                                     | 3,838                  
|Gross profit, net cost of sales           | 597                    
|                                          |                        
|(Net loss)                                | (480,025)              
|(Loss) per common share  basic & diluted | (0.02)                 
|                                          |                        
|Number of shares outstanding              | 27,838,852             
|                                          |                        
|                                          | As at December 31,     
|Balance Sheet Data                        | 2009                   
|                                          | $                      
|Current Assets                            | 13,843                 
|Current Liabilities                       | 282,429                
|Total assets                              | 14,284                 
|                                          |                        
|Share Capital                             | 2,241,445              
|Accumulated Shareholders deficit         | (2,881,762)            
|Dividends per common share                | 0.00                   

Exchange Rates.

The Companys consolidated financial statements are stated in
Canadian dollars. The Company realized gains on foreign exchange of $20,315, a
loss of $30,773 for the years ended December 31, 2009, 2008 and 2007
respectively. These gains, and the loss, were due to currency exchange rate
fluctuations between the Canadian and United States dollar.

In this Form 20-F/A, references to dollars, $ or Cdn$ are
to Canadian dollars, unless otherwise specified. Reference to US$ refers to
United States dollars. 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.

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The Bank of Canada closing exchange rate on December 31, 2009
was Cdn$0.9524 per US$1.00. For the past five fiscal years ended December 31,
and for the period between January 1, 2009 and December 31, 2009, the following
exchange rates were in effect for Canadian dollars exchanged for United States
dollars, expressed in terms of United States dollars (based on the nominal
exchange rates provided by the Bank of Canada):

|Year Ended        | Average per US$1
|----------------- | ----------------
|December 31, 2005 | $ 1.21          
|December 31, 2006 | $ 1.13          
|December 31, 2007 | $ 1.07          
|December 31, 2008 | $ 1.07          
|December 31, 2009 | $ 1.14          

|Month ended        | per US$1
|------------------ | --------
|                   | High    
|January 31, 2009   | $ 1.27  
|February 28, 2009  | $ 1.27  
|March 31, 2009     | $ 1.30  
|April 30, 2009     | $ 1.26  
|May 31, 2009       | $ 1.19  
|June 30, 2009      | $ 1.16  
|July 31, 2009      | $ 1.17  
|August 31, 2009    | $ 1.11  
|September 30, 2009 | $ 1.11  
|October 31, 2009   | $ 1.08  
|November 30, 2009  | $ 1.08  
|December 31, 2009  | $ 1.07  

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B.        Capitalization
and Indebtedness.

The following table sets forth our capitalization as of
December 31, 2009, using:

| |  | 27,838,852 shares outstanding on an actual basis; and                                               
| |  | ----------------------------------------------------------------------------------------------------
| |  | 26,953,908 shares outstanding on an as-adjusted basis to
      reflect changes through June 1, 2010.

| |                                                                           |  | December 31, |   |  | As adjusted  |  
| | ------------------------------------------------------------------------- |  | ------------ | - |  | ------------ | -
| |                                                                           |  | 2009         |   |  | June 1, 2010 |  
| |                                                                           |  | (audited)    |   |  | (unaudited)  |  
| |                                                                           |  | $            |   |  | $            |  
| | Cash and cash equivalents                                                 |  | (10,986      | ) |  | 58,373       |  
| | Long-term obligations, less current portion                               |  | -            |   |  | -            |  
| |                                                                           |  |              |   |  |              |  
| | Shareholders deficiency                                                  |  |              |   |  |              |  
| | Share capital, without par value (December
      31, 2008 $2,031,174 )    |  | 2,241,445    |   |  | 2,429,029    |  
| | Share Subscription Advance                                                |  | 5,384        |   |  | -            |  
| | Contributed Surplus                                                       |  | 366,788      |   |  | 366,788      |  
| | Accumulated deficit                                                       |  | (2,881,762   | ) |  | (2,927,065   | )
| | Shareholders deficiency                                                  |  | (268,145     | ) |  | (131,248     | )
| | Total Capitalization (long-term debt plus shareholders
      deficiency) |  | (268,145     | ) |  | (131,248     | )

On July 9, 2008, we completed a brokered private placement of
1,000,000 units at a price of US$0.15 per unit, raising gross proceeds of
$153,810 (US$150,000). One unit consists of one common share and one share
purchase warrant. One warrant entitles the holder to purchase one additional
common share of the Company exercisable at a price of US$0.25 per share until
June 15, 2009. We paid finders fees in the amount of $15,381 (US$15,000) and
issued 100,000 share purchase warrants to the finder.

On November 14, 2008, we completed a non-brokered private
placement of 200,000 units at a price of US$0.10 per unit, raising gross
proceeds of $24,708 (US$20,000). One unit consists of one common share and one
share purchase warrant. One warrant entitles the holder to purchase one
additional common share of the Company exercisable at a price of US$0.15 per
share until November 14, 2009.

On December 19, 2008 we completed a non-brokered private
placement of 50,000 units at a price of US$0.10 per unit, raising gross proceeds
of $6,110 (US$5,000). One unit consists of one common share and one share
purchase warrant. One warrant entitles the holder to purchase one additional
common share of the Company exercisable at a price of US$0.15 per share until
December 1, 2009.

On June 26, 2009, we completed a non-brokered private placement
of 3,050,000 units at a price of US$0.05 per unit, raising gross proceeds of
$179,463 (US$152,500). One unit consists of one common share and one share
purchase warrant. Each warrant is exercisable into one common share at a price
of US$0.10 per share for a period of one year. We paid finders fees in the
amount of $3,300 and issued 200,000 share purchase warrants with a fair value of
$17,538 to the finder.

7

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On December 2, 2009, we completed a non-brokered private
placement of 970,000 units at a price of US$0.05 per unit, raising gross
proceeds of US$48,500. One unit consists of one common share and one share
purchase warrant. Each warrant is exercisable into one common share at a price
of US$0.10 per share for a period of one year

On March 19, 2010 we received regulatory approval for the
consolidation of our stock in the ratio of 1 new share for each 10 shares
held.

On March 25, 2010, we completed a non brokered private
placement of 9,110,000 units at US$0.02 for total amount of US$182,200. Each
unit comprises one common share and one non-transferable share purchase warrant.
Each one warrant will entitle the holder to purchase one additional common share
of the Company at an exercise price of US$0.02 for a period of five years.

On March 25, 2010, certain related parties assigned debts owed
by us to them totaling US$97,710 to other arms length parties (Assigned
Creditors) for a nominal consideration of $10. These Assigned Creditors agreed
to accept 15,000,000 post-consolidation common shares of the Company at a price
of US$0.006514 per share in settlement of these debts.

You should read this information together with our consolidated
financial statements, including the related notes, and Item 5, Operating and
Financial Review and Prospects.

None of the capitalization referred to above is secured or
guaranteed. All amounts in respect of capitalization including long term debt
are unsecured and not guaranteed.

C.        Reasons for the
Offer and Use of Proceeds. Not applicable.

8

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D.        Forward
Looking-Statements and Risk Factors.

Forward-looking Statements. In this document, we are
showing you a picture which is part historical (events which have happened) and
part predictive (events which we believe will happen). Except for the historical
information, all of the information in this document comprises "forward looking"
statements. Specifically, all statements (other than statements of historical
fact) regarding our financial position, business strategy and plans and
objectives are forward-looking statements. These forward-looking statements are
based on the beliefs of management, as well as assumptions made by, and
information currently available to management. These statements involve known
and unknown risks, including the risks resulting from economic and market
conditions, accurately forecasting operating and capital expenditures and
capital needs, successful anticipation of competition which may not yet be fully
developed, and other business conditions. Our use of the words "anticipate",
"believe", "estimate", "expect", "may", "will", "continue" and "intend", and
similar words or phrases, are intended to identify forward-looking statements
(also known as "cautionary statements"). These statements reflect our current
views with respect to future events. They are subject to the realization in fact
of assumptions, but what we now believe will occur may turn out to be inaccurate
or incomplete. We cannot assure you that our expectations will prove to be
correct. Actual operating results and financial performance may prove to be very
different from what we now predict or anticipate. The "risk factors" below
specifically address all of the factors now identifiable by us that may
influence future operating results and financial performance.

Risk Factors.

Risks Related to the Business.

We have a history of operating losses and need additional
capital to implement our business plan. For the year ended December 31,
2009, we recorded a net loss of $480,025 from operations compared to a net loss
of $485,973 for the year ended December 31, 2008 and a net loss of $524,780 for
the year ended December 31, 2007. The financial statements have been prepared
using Canadian generally accepted accounting principles applicable to a going
concern. However, as shown in note 1 to the consolidated financial statements,
our ability to continue operations is uncertain.

We continue to incur operating losses, and have a consolidated
deficit of $2,881,762 as at December 31, 2009. Operations for the year ended
December 31, 2009 have been funded primarily from the issuance of share capital
and the continued support of creditors. Historically, we have met working
capital needs primarily by selling equity to Canadian residents, and from loans
(including loans from relatives of principal shareholders).

We estimate that we will require at least $1,000,000 to begin a
series of undervalued oil and gas property acquisitions. A full implementation
of our business plan for these property acquisitions will be delayed until the
necessary capital is raised. See Item 5, Operating and Financial Review and
Prospects.

9

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Our entry into the oil and gas property acquisition business
may not be successful and there are risks attendant to these activities

The oil and gas property acquisition business is highly
competitive, and is populated with many companies, large and small, with the
capital and expertise to evaluate, purchase, and exploit producing and
non-producing opportunities. Even with capital and experience, the industry
risks of drilling dry holes and cost overruns are significant. Environmental
compliance is an increasingly complex and costly burden to entry for many new
exploration areas, and often times, and even if permits are obtained, they are
sufficiently restrictive that a property cannot be explored to its full
potential.

We may not be able to locate acquisition opportunities, or
finance those we can. We offer no assurance that our entry into this business
activity will be successful.

Risks Related to Our Stock.

If we have to raise capital by selling securities in the
future, your rights and the value of your investment in the Company could be
reduced. If we issue debt securities, the lenders would have a claim to our
assets that would be superior to the stockholder rights. Interest on the debt
would increase costs and negatively impact operating results. If we issue more
common stock or any preferred stock, your percentage ownership will decrease and
your stock may experience additional dilution, and the holders of preferred
stock (called preference securities in Canada) may have rights, preferences and
privileges which are superior to (more favorable) the rights of holders of the
common stock. It is likely the Company will sell securities in the future. The
terms of such future transactions presently are not determinable.

If the market for our common stock is illiquid in the
future, you could encounter difficulty if you try to sell your stock. Our
stock trades on the OTC.BB but it is not actively traded. If there is no
active trading market, you may not be able to resell your shares at any price,
if at all. It is possible that the trading market in the future will continue to
be "thin" or "illiquid," which could result in increased price volatility.
Prices may be influenced by investors' perceptions of us and general economic
conditions, as well as the market for beverage companies generally. Until our
financial performance indicates substantial success in executing our business
plan, it is unlikely that there will be coverage by stock market analysts will
be extended. Without such coverage, institutional investors are not likely to
buy the stock. Until such time, if ever, as such coverage by analysts and wider
market interest develops, the market may have a limited capacity to absorb
significant amounts of trading. As the stock is a penny stock, there are
additional constraints on the development of an active trading market  see the
next risk factor.

The penny stock rule operates to limit the range of
customers to whom broker-dealers may sell our stock in the market. In
general, "penny stock" (as defined in the SECs rule 3a51-1 under the Securities
Exchange Act of 1934) includes securities of companies which are not listed on
the principal stock exchanges, or the Nasdaq National Market or the Nasdaq
Capital Market, and which have a bid price in the market of less than $5.00; and
companies with net tangible assets of less than $2 million ($5 million if the
issuer has been in continuous operation for less than three years), or which has
recorded revenues of less than $6 million in the last three years.

As "penny stock" our stock therefore is subject to the SECs
rule 15g-9, which imposes additional sales practice requirements on
broker-dealers which sell such securities to persons other than established
customers and "accredited investors" (generally, individuals with net worth in
excess of $1 million or annual incomes exceeding $200,000, or $300,000 together
with their spouses, or individuals who are the officers or directors of the
issuer of the securities). For transactions covered by rule 15g-9, a
broker-dealer must make a special suitability determination for the purchaser and have received
the purchaser's written consent to the transaction prior to sale. This rule may
adversely affect the ability of broker-dealers to sell our stock, and therefore
may adversely affect our stockholders' ability to sell the stock in the public
market.

10

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Your legal recourse as a United States investor could be
limited. The Company is incorporated under the laws of British Columbia.
Most of the assets now are located in Canada. Our directors and officers and the
audit firm are residents of Canada. As a result, if any of our shareholders were
to bring a lawsuit in the United States against the officers, directors or
experts in the United States, it may be difficult to effect service of legal
process on those people who reside in Canada, based on civil liability under the
Securities Act of 1933 or the Securities Exchange Act of 1934. In addition, we
have been advised that a judgment of a United States court based solely upon
civil liability under these laws would probably be enforceable in Canada, but
only if the U.S. court in which the judgment were obtained had a basis for
jurisdiction in the matter. We also have been advised that there is substantial
doubt whether an action could be brought successfully in Canada in the first
instance on the basis of liability predicated solely upon the United States'
securities laws.

Item 4. Information on the Company.

A.History and Development of the Company.

The Company is a British Columbia corporation (organized on
December 28, 2000, incorporation number BC 0619991, which is the incorporation
number reflecting transition to the new corporate statute (the British Columbia
Business Corporations Act)). The registered office is at Suite 2550  555 West
Hastings Street, Vancouver, British Columbia, V6B-4N5. We do not have an agent
in the United States.

The Companys legal name is Rainchief Energy Inc. and business
is carried on in this name in Canada at this time. On November 21, 2008 the
Company changed its corporate name from Black Diamond Brands Corporation to
Rainchief Energy Inc.

B.        Overview.

On November 14, 2008, through our wholly-owned subsidiary,
Point Grey Energy Inc., we entered into a purchase agreement to acquire a 10%
working interest in certain oil and gas interests in a property located in the
Province of Alberta, Canada (the Montag Property) for a total purchase price
of $40,500, payable as follows: $30,500 non-refundable cash paid to the vendor
and an additional consideration of $10,000 paid to the solicitor of the vendor
in satisfaction of a debt owed by the vendor to the solicitor.

The vendor is involved in a legal action with the underlying
owner and operator of the Montag Property with respect to the vendors
entitlement to a working interest in the property. Our interest in the Montag
Property was wholly derived from its purchase agreement with the vendor. On
December 31, 2008, we wrote down the Montag Property to a nominal amount and
recorded a writedown of $40,499 due to the uncertainty surrounding the ownership
of the working interest. On December 30, 2009, we disposed of our interest in
Point Grey Energy Inc. to a director for a nominal consideration See Item 7 B -
Related Party Transactions.

11

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On July 8, 2009, we acquired a 100% Working Interest in 256
hectares of petroleum and natural gas lands in the Peace River area of Alberta,
Canada for a total cost of $10,501. On December 30, 2009, we disposed of our
interest in this property in settlement of a promissory note issued to a
shareholder.

See Item 7 B - Related Party Transactions.

The Companys Organization Structure.

On September 30, 2009, we disposed of two subsidiaries, Black
Diamond Importers Inc., a British Columbia, Canada, corporation and Liberty
Valley Wines, LLC, a Delaware, U.SA., limited liability company.

On December 30, 2009, we disposed of our remaining subsidiary,
Point Grey Energy Inc., an Alberta, Canada corporation.

As of the date of this report we do not have any subsidiaries.

Commitments.

In April 2008, we entered into a licensing agreement with an
arms length party for the exclusive right to use copyrighted photographs on our
privately labeled wine bottles and for advertising and promotional use for a
term of 3 years.

Pursuant to the agreement, we paid a fee of US$30,000 in
consideration for prior uses of the copyrighted photographs. We also agreed to
pay a minimum royalty of US$22,500 per year to be applied against a royalty of
US$1.00 per case of certain wine products sold by us. Pursuant to the licensing
agreement, the royalty payments are secured by the personal guarantees of our
President and Vice-President.

In the first quarter of 2009, we were served a Notice of
Termination of the licensing agreement citing breach by us as a result of our
default on the royalty payment due on January 01, 2009 for the first quarter of
2009. The total amount of claim against us is US$50,625 which represents the
guaranteed royalty payments payable for the remaining term of the agreement. We
are pursuing a resolution to the dispute. As at December 31, 2009, we have
recorded a provision of $60,750 for this contingent liability. The outcome of
the legal claim is uncertain, and management is of the opinion that the claim
has no merit and seeks to recover all costs.

We own computer and office furniture and equipment with a
depreciated cost of $441 as at December 31, 2009. See note 4 to the consolidated
financial statements.

Item 5. Operating and Financial Review

Results of Operations

For the years ended December 31, 2009, 2008, and 2007,
respectively, we had net losses of $480,025, $485,973 and $524,780.

Accounting audit and legal fees for the year ended December 31,
2009 decreased by $38,858 to $51,226 from $90,084 for the year ended December
31, 2008, as a result of adjustments to accruals for professional services made
in 2008. Accounting audit and legal fees for the year ended December 31, 2008
increased by $39,976 from $50,108 for the year ended December 31, 2007 as a
result of the increased compliance costs incurred during the year ended December 31, 2008.

12

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Advertising and promotion costs for the year ended December 31,
2009 decreased by $36,744 to $1,816 from $38,560 for the year ended December 31,
2008, and by $12,614 for the year ended December 31, 2008 from $12,614 for the
year ended December 31, 2007 as a result of the discontinuance of our activities
in the wine and spirit business.

Consulting and investor relations expenses increased by $71,029
to $174,191 for the year ended December 31, 2009 from $103,162 for the year
ended December 31, 2008, as a result of additional business development and
investor relations activity during 2009. This category of expense decreased by
$152,494 from $255,656 for the year ended December 31, 2006 as a result of
reduced investor relations activity during the year ended December 31, 2008

Management fees charged by our President and Vice-President for
the year ended December 31, 2009, reduced by US$15,000 to US$105,000 as compared
with the year ended December 31, 2008 as a result of the early termination of
the management contract of our Vice-President. In addition, we paid management
fees in the amount of $3,100 to a company controlled by a director. Management
fees for the years ended December 31, 2008 and 2007, respectively, were fixed at
US$120,000. Other changes in the amounts recorded in the years ended December
31, 2009, 2008 and 2007 resulted from fluctuations in the exchange rate between
the US and Canadian Dollars.

Office and telephone expenses, and Office and warehouse rent
expense remained substantially unchanged for the periods ending December 31,
2009, 2008 and 2007, respectively.

Travel expenses for the year ended December 31, 2009 decreased
by $10,904 to $3,027 from $13,931 during the year ended December 31, 2008, and
increased by $5,092 from $8,839 for the year ended December 31, 2007. These
expenses were incurred in connection with our entry into the oil and gas sector.

We incurred foreign exchange gains of $20,315 for the year
ended December 31, 2009, and $31,803 for the year ended December 31, 2007, as
compared to a foreign exchange loss of $30,773 for the year ended December 31,
2008. The gains in the years ending December 31, 2009 and 2007 and the loss in
the year ended December 31, 2008, respectively, result from changes in the
foreign currency exchange rate between the Canadian and US Dollars. We also
realized a gain on settlement of debts of $21,505 for the year ended December
31, 2008 as compared with a loss on settlement of debts of $13,432 for the year
ended December 31, 2007.

During the year ended December 31, 2009 we disposed of our
loss-making subsidiaries realizing a gain of $222,555 and writing off $71,000 in
debts owed to us by one of the subsidiaries.

During 2009 we acquired a five-year petroleum and natural gas
lease in the Peace River area of Alberta, Canada for a total consideration of
$10,501. We subsequently disposed of our interest in the property to an arms
length party on December 30, 2009 for settlement of the outstanding principal
and interest totaling $7,783 of a short-term promissory note and recorded a loss
of $2,718 on the disposition of the lease.

During the year ended December 31, 2008, through our subsidiary
Point Grey Energy Inc., we entered into a purchase agreement to acquire a 10%
working interest in certain oil and gas interests in a property located in the
Province of Alberta, Canada for a total purchase price of $40,500. The vendor is
involved in a legal action with the underlying owner and operator of the
property with respect to the vendors entitlement to a working interest in the property. Our interest in the property was
wholly derived from the purchase agreement with the vendor, and in the event
that the vendors interest in the property should have been determined to be
nil, our interest would also have been determined to be nil. As such, we wrote
off $40,499 in acquisition costs due to the uncertainty over ownership of the
working interest.

13

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Financial position

For the year ended December 31, 2009 our working capital
deficiency was $268,586 as compared to a working capital deficiency of $281,225
as at December 31, 2008.

The decrease in working capital deficiency for the year ended
December 31, 2009 is due to reductions in accounts receivable of $11,050 and
inventory of $19,479, and increases in Amounts due to related parties of $58,220
and Bank indebtedness of $11,549. These amounts were offset by increases in GST
receivable of $10,730 and reduction in Accounts payable and accrued liabilities
of $102,207.

Total cash balances decreased by $11,549 from $563 as at
December 31, 2008 to an overdraft of $10,986 as at December 31, 2009.

Liquidity and Capital Resources

Cash provided from private placements, related parties and the
disposal of subsidiaries in the year ended December 31, 2009 was $287,638 (year
ended December 31, 2008  $315,085). Changes in working capital account provided
$53921 (year ended December 31, 2008  $105,822)

The uses of cash during the year ended December 31, 2009 were
$10,501 for the purchase of the oil and gas assets (year ended December 31, 2008
 $30,500); $352,325 to fund the Companys continuing operations (year ended
December 31, 2008  $397,158). We disposed of $283 in cash as a result of the
sale of our subsidiaries.

Subsequent events

On March 19, 2010 we received regulatory approval for the
consolidation of our stock in the ratio of 1 new share for each 10 shares
held.

On March 25, 2010, we completed a non brokered private
placement of 9,110,000 units at US$0.02 for total amount of US$182,200. Each
unit comprises one common share and one non-transferable share purchase warrant.
Each one warrant will entitle the holder to purchase one additional common share
of the Company at an exercise price of US$0.02 for a period of five years.
Concurrently with the completion of the private placement, certain of our
related party creditors agreed to accept 15 million shares in the Company in
settlement of amounts owing to them totaling $97,710.

On March 25, 2010, certain related parties assigned debts owed
by us to them totaling US$97,710 to other arms length parties (Assigned
Creditors) for a nominal consideration of $10. These Assigned Creditors agreed
to accept 15,000,000 post-consolidation common shares of the Company at a price
of US$0.006514 per share in settlement of these debts.

On May 1, 2010, Dr. William Pfaffenberger resigned as a
director of the Company.

14

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C.        Research and
Development, Patents and Licenses, Etc.Not applicable.

D.        Trend
Information.

Management is not aware of any trend, commitment, event or
uncertainty that is expected to have a material effect on our business,
financial condition or results of operations.

E.Off-Balance Sheet Arrangements. Not applicable.

F.Contractual Obligations.

On January 01, 2007, we entered into management agreements with
the President and the Vice President of the Company for general management and
operational services for combined management fees of US$120,000 per annum. On
January 01, 2008, the agreements were renewed for a term of 10 years. On
September 30, 2009, the management agreement with our Vice-President was
terminated by mutual agreement. On December 30, 2009 the management agreement
with our President was terminated by mutual agreement. Both the President and
Vice-President waived their entitlements to severance payments as provided for
in their management agreements.

Item 6. Directors, Senior Management and Employees

A.        Directors,
Senior Management, and Employees.

The following table sets forth the name, positions held and
principal occupation of each of our directors, senior management and employees
upon whose work the Company is dependent. Information on such persons share
ownership is under Item 7.

|Name and Positions Held                                                                  | Experience and Principal Business
      Activities                                                                                                                                                                                                          
|---------------------------------------------------------------------------------------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|                                                                                         |                                                                                                                                                                                                                                                             
|Bradley J. Moynes (40) President, Chief Executive
      Officer and Director             | President and CEO, and Secretary-Treasurer of the Company
      since December 2000. From June 2000 until he became an Officer and
      Director of the Company, Mr. Moynes was an Investment Advisor with a
      broker-dealer firm registered in Canada.
|                                                                                         |                                                                                                                                                                                                                                                             
|J. Robert Moynes (65) Vice President, Interim Chief
      Financial Officer and Director | Director of the Company since July 2008. Mr. Moynes is
      currently the interim CFO.                                                                                                                                                                     

15

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B.       
Compensation.

SUMMARY COMPENSATION TABLE

The following table sets forth the compensation paid to the two
  executive officers of the Company in each of the years ended December 31, 2009,
  2008 and 2007. The table includes compensation paid for service by such persons
  to subsidiaries. All amounts are stated in US dollars.

|                   | Annual Compensation | Long Term Compensation
|------------------ | ------------------- | ----------------------
|                   |                     |                       
|(a)                | (b)                 | (c)                   
|                   |                     |                       
|Name and Current   |                     |                       
|Principal Position | Year                | Salary                
|                   |                     | ($)                   
|                   |                     |                       
|Bradley J. Moynes, | 2009                | $60,000               
|President and CEO  | 2008                | $60,000               
|                   | 2007                | $60,000               
|                   |                     |                       
|J. Robert Moynes,  | 2009                | $45,000               
|Vice-President and | 2008                | $60,000               
|interim CFO        | 2007                | $60,000               

Executive Compensation Plans and Employment
Agreements.

Management Agreements.

On January 1, 2008, we signed ten-year Management Agreements
with Bradley J. Moynes and J. Robert Moynes. Under the Management Agreements, we
agreed to pay each officer US$60,000 annually.

On September 30, 2009, the management agreement with our
Vice-President was terminated by mutual agreement. On December 30, 2009 the
management agreement with our President was terminated by mutual agreement. Both
the President and Vice-President waived their entitlements to severance payments
as provided for in their management agreements.

Equity Compensation Plans. The Company has not
established any option or other equity compensation plan for officers and
employees, but may do so in the future.

C.        Board
Practices.

Each director holds office until the next annual general
meeting of the Company unless his office is earlier vacated in accordance with
the Articles of the Company or the Canada Business Corporations Act.

During the most recently completed fiscal year, there are no
arrangements (standard or otherwise) under which directors of the Company were
compensated by the Company or its subsidiaries for services rendered in their capacity as directors, nor were any amounts paid to
the directors for committee participation or special assignments, other than the
granting of stock options. There were no arrangements under which the directors
would receive compensation or benefits in the event of the termination of that
office.

16

---

The Company does not have audit, compensation, or corporate
governance committees at the present time. The Company is listed for trading on
the OTC.BB as a reporting issuer under registration statement Form 20-F (Foreign
Private Issuer) and as such we believe that we are not required to have such
committees.

D.        Employees.

The Company currently has two officers and no employees.
Employees will be added as required.

E.        Share
Ownership.

Our directors and officers own the indicated shares of common
stock as at the date hereof; percentages are based on 26,953,908 shares
outstanding on June 1, 2010.

|                     |  |               |  |  | Percentage of  | 
|-------------------- |  | ------------- |  |  | -------------- | 
|                     |  |               |  |  | outstanding at | 
|Name                 |  | No. of Shares |  |  | June 1, 2010   | 
|Bradley James Moynes |  | 651,586       |  |  | 2.42%          | 
|J. Robert Moynes     |  | 461,039       |  |  | 1.71%          | 

Item 7. Major Shareholders and Related Party
Transactions.

A.Major Shareholders

To our knowledge, no persons beneficially own, directly or
indirectly, or exercise control or direction over, common shares carrying more
than 5% of the voting rights attached to the 26,953,908 shares outstanding at
June 1, 2010.

The Company has approximately 128 shareholders of record at
June 1,2010. The number of shareholders holding securities beneficially through
street name nominees, as reflected in the record position of Cede & Co. and
other intermediaries, is approximately 2.42% . None of the major shareholders,
if any, have different voting rights.

To the best of our knowledge, approximately 15.90% of the
Companys common shares are owned by residents of Canada. The number of
shareholders holding securities beneficially through street name nominees, as
reflected in the record position of Cede & Co. and other intermediaries, who
may be residents of other countries, is approximately 84.10% . These assumptions
are based on our shareholder registry issued by Presidents Stock Transfer
Company as of June 1, 2010 that approximately 15.90% of the shares are owned by
Canadian residents.

To our knowledge, we are not owned or controlled directly or
indirectly by another corporation or by any foreign government, nor by any other
natural or legal person, nor are there any arrangements which may result in a
change of control of the Company. The directors of the Company own approximately
4.13% as a result of the March 22, 2010 share consolidation and the
subsequent private placement and debt settlement issues. As a direct result of
these treasury orders the percentage of shares controlled by the directors no
longer represents voting control of the Company.

17

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B.Related Party Transactions.

We had the following amounts due from (to) related parties as
at December 31, 2009 and 2008:

|                                                            |  | 2009    |   |  | 2008    |  
|----------------------------------------------------------- |  | ------- | - |  | ------- | -
|                                                            |  | $       |   |  | $       |  
|                                                            |  |         |   |  |         |  
|Due (to) from Directors and Officers                        |  | (81,896 | ) |  | 4,353   |  
|Due to Companies with Common Directors and Officers         |  | (4,414  | ) |  | (37,943 | )
|Due to a Person Related to the Directors
      and Officers |  | (5,500  | ) |  | -       |  
|                                                            |  |         |   |  |         |  
|                                                            |  | (91,810 | ) |  | (33,590 | )

Balances due from (to) related parties are unsecured,
non-interest bearing and have no specific terms of repayment.

We had the following transactions with related parties for the
years ended December 31, 2009, 2008 and 2007:

|                                                                                                                                            |  | 2009    |  |  | 2008    |  |  | 2007    | 
|------------------------------------------------------------------------------------------------------------------------------------------- |  | ------- |  |  | ------- |  |  | ------- | 
|                                                                                                                                            |  | $       |  |  | $       |  |  | $       | 
|Management fees charged by Officers of the
      Company for management, administration, supervision and company
      development services |  | 125,515 |  |  | 129,279 |  |  | 129,425 | 
|                                                                                                                                            |  |         |  |  |         |  |  |         | 
|Interest accrued to a person related to the
      Directors and Officers of the Company for cash advanced                                   |  | -       |  |  | -       |  |  | 17,990  | 
|                                                                                                                                            |  |         |  |  |         |  |  |         | 
|Bad debt on amount owed by a former
      subsidiary                                                                                        |  | 71,000  |  |  | -       |  |  | -       | 

C.Interest of Experts and Counsel. None.

Item 8. Financial Information. See the
consolidated financial statements under Item 18.

18

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Item 9. The Offer and Listing.

A.        Offer and
Listing Details.

The Company's common shares are traded on the OTC.BB under
the symbol RCFEF; the shares are not listed on any exchange or traded on any
other medium. Trading commenced in the first quarter 2004 on the Pink Sheets and
then became a reporting issuer and were listed for trading on the OTC.BB during
the second quarter of 2007.

The following table sets forth the high and low closing prices
on the pink sheets and the OTC.BB for the periods indicated, adjusted for the
consolidation of the Companys stock on March 22, 2010. See Item 10A below.

|By Quarters in 2006, 2007, 2008 & 2009 | High Sales Price US$ | Low Sales Price US$
|-------------------------------------- | -------------------- | -------------------
|Fourth Quarter 2009                    | $ 1.00               | $ 0.20             
|Third Quarter 2009                     | $ 1.00               | $ 0.50             
|Second Quarter 2009                    | $ 1.20               | $ 0.50             
|First Quarter 2009                     | $ 1.20               | $ 0.30             
|Fourth Quarter 2008                    | $ 1.50               | $ 0.40             
|Third Quarter 2008                     | $ 2.50               | $ 0.90             
|Second Quarter 2008                    | $ 2.50               | $ 1.00             
|First Quarter 2008                     | $ 2.00               | $ 1.00             
|Fourth Quarter 2007                    | $ 1.40               | $ 1.00             
|Third Quarter 2007                     | $ 3.50               | $ 0.60             
|Second Quarter 2007                    | $ 3.80               | $ 0.70             
|First Quarter 2007                     | $ 3.00               | $ 2.60             
|Fourth Quarter 2006                    | $ 2.60               | $ 2.00             
|Third Quarter 2006                     | $ 2.50               | $ 1.60             
|Second Quarter 2006                    | $ 3.00               | $ 1.40             
|First Quarter 2006                     | $ 2.20               | $ 1.60             
|Fourth Quarter 2005                    | $ 3.00               | $ 1.00             
|Third Quarter 2005                     | $ 3.00               | $ 1.00             
|Second Quarter 2005                    | $ 3.00               | $ 1.00             
|First Quarter 2005                     | $ 3.00               | $ 1.00             

On December 31, 2009, the closing price was US$0.30 per share.

B.        Plan of
Distribution. Not applicable.

C.        Markets.
See "Offer and Listing Details" above.

19

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D.        Selling
Shareholders. Not applicable.

E.        Dilution.
Not applicable.

F.        Expenses of the
Issue. Not applicable.

Item 10. Additional Information.

A. ****Share Capital.

Authorized.

Unlimited number of common shares without par value

Issued and Outstanding.

|                                                                |  | Number of  |  |  |           | 
|--------------------------------------------------------------- |  | ---------- |  |  | --------- | 
|                                                                |  | Common     |  |  | Amount    | 
|                                                                |  | Shares     |  |  | $         | 
|                                                                |  |            |  |  |           | 
|Balance, December 31, 2007                                      |  | 17,418,852 |  |  | 1,567,600 | 
|                                                                |  |            |  |  |           | 
|Issued During the Year                                          |  |            |  |  |           | 
|For Cash  Private Placements, Net of
      Issuance Costs (i)  |  | 1,250,000  |  |  | 166,678   | 
|For Debt                                                        |  |            |  |  |           | 
|Promissory Note
      Payable to Arms Length Party             |  | 150,000    |  |  | 17,664    | 
|Amounts Owed to Related Parties                                 |  | 5,000,000  |  |  | 279,232   | 
|                                                                |  |            |  |  |           | 
|Balance, December 31, 2008                                      |  | 23,818,852 |  |  | 2,031,174 | 
|                                                                |  |            |  |  |           | 
|For Cash - Private
      Placements, Net of Issuance Costs (ii) |  | 4,020,000  |  |  | 210,271   | 
|                                                                |  |            |  |  |           | 
|Balance, December 31, 2009                                      |  | 27,838,852 |  |  | 2,241,445 | 

| | (i) | On July 9, 2008, we completed a brokered private
      placement of 1,000,000 units at a price of US$0.15 per unit, raising gross
      proceeds of $153,810 (US$150,000). One unit consists of one common share
      and one share purchase warrant. Each warrant is exercisable into one
      common share at a price of US$0.25 per share for a period of one year. We
      paid finders fees in the amount of $15,381 (US$15,000) and issued 100,000
      share purchase warrants with a fair value of $2,569 to the
  finder.
| | --- | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On November 14, 2008, we completed a non-brokered private
      placement of 200,000 units at a price of US$0.10 per unit, raising gross
      proceeds of $24,708 (US$20,000). One unit consists of one common share and
      one share purchase warrant. Each warrant is exercisable into one common
      share at a price of US$0.15 per share for a period of one year.                                                                                                                                                          
| |     |                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                                        
| |     | On December 19, 2008, we completed a non-brokered private
      placement of 50,000 units at a price of US$0.10 per unit, raising gross proceeds of $6,110
      (US$5,000). One unit consists of one common share and one share purchase
      warrant. Each warrant is exercisable into one common share at a price of
  US$0.15 per share for a period of one year.                                                                                                                                                                 

20

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| | (ii) | On June 26, 2009 we completed a non-brokered private
      placement of 3,050,000 units at a price of US$0.05 per unit, raising gross
      proceeds of $179,463 (US$152,500). One unit consists of one common share
      and one share purchase warrant. Each warrant is exercisable into one
      common share at a price of US$0.10 per share for a period of one year. We
      incurred finders fees in the amount of $3,300
| | ---- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |      |                                                                                                                                                                                                                                                                                                                                                                                                                                    
| |      | On October 20, 2009 we completed a non-brokered private
      placement of 970,000 units at a price of US$0.05 per unit, raising gross
      proceeds of $51,747 (US$48,500). One unit consists of one common share and
      one share purchase warrant. Each warrant is exercisable into one common
      share at a price of US$0.10 per share for a period of one
  year.                                                      

Share Purchase Warrants

We have the following warrants outstanding which expire on
various dates between March 27, 2010 and June 14, 2014:

|                                                    |  |            |   |  | Weighted       |  
|--------------------------------------------------- |  | ---------- | - |  | -------------- | -
|                                                    |  |            |   |  | Average        |  
|                                                    |  |            |   |  | Exercise Price |  
|                                                    |  | Number of  |   |  | Per Share      |  
|                                                    |  | Warrants   |   |  | US$            |  
|                                                    |  |            |   |  |                |  
|Balance, December 31, 2007                          |  | 1,220,000  |   |  | 0.34           |  
|                                                    |  |            |   |  |                |  
|Issued During the Year                              |  |            |   |  |                |  
|Private Placement                                   |  | 1,250,000  |   |  | 0.23           |  
|Finders Fees                                       |  | 100,000    |   |  | 0.25           |  
|Consulting Fees                                     |  | 1,300,000  |   |  | 0.11           |  
|Promissory Note Payable
      to Arms Length Party |  | 150,000    |   |  | 0.15           |  
|                                                    |  |            |   |  |                |  
|Expired During the Year                             |  | (1,220,000 | ) |  | 0.34           |  
|                                                    |  |            |   |  |                |  
|Balance, December 31, 2008                          |  | 2,800,000  |   |  | 0.17           |  
|                                                    |  |            |   |  |                |  
|Issued During the Year                              |  |            |   |  |                |  
|Private Placements                                  |  | 4,020,000  |   |  | 0.10           |  
|Consulting and Investor
      Relations Services    |  | 1,700,000  |   |  | 0.08           |  
|Management Service                                  |  | 1,500,000  |   |  | 0.08           |  
|                                                    |  |            |   |  |                |  
|Expired During the Year                             |  | (2,300,000 | ) |  | (0.19          | )
|                                                    |  |            |   |  |                |  
|Balance, December 31, 2009                          |  | 7,720,000  |   |  | 0.09           |  

As a consequence of the consolidation of the Companys share
capital on March 19, 2010, the outstanding warrants were also consolidated in the ratio of 1 new warrant
for 10 warrants issued. As of June 1, 2010, the Company had 772,000 warrants
outstanding at an average exercise price of US$0.90.

21

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B.        Memorandum and
  Articles of Association.

The Company is registered under the Canada Business
Corporations Act (BC 0619991).

With respect to directors, under the by-laws, a director who is
a party to a material contract or proposed material contract with us, or is a
director or officer of or has a material interest in any person who is a party
to a material contract or proposed material contract with us, must disclose to
us in writing the nature and extent of such interest. An interested director can
vote on only a limited number of such matters (securing a loan from the director
to the Company, his remuneration, indemnity or insurance, or a contract with an
affiliate) provided the interest is disclosed. Otherwise, even with disclosure
of the interest, such a director cannot vote on a material contract or proposed
material contract. A contract approved by the board of directors is not voidable
because one or more directors has a conflict of interest, if the conflict is
disclosed and the interested director(s) do not vote on the matter. Subject to
the conflict of interest provisions summarized above, there is no restriction in
the by-laws on the power of the board of directors to have the Company borrow
money, issue debt obligations, or secure debt or other obligations of the
Company. The by-laws contain no provision for the retirement or non-retirement
of directors under an age limit requirement. A director is not required to hold
any shares of the Company in order to be a director.

The Articles of the Company provide for the issuance of
unlimited number of shares of common stock, without par value. All holders of
common stock have equal voting rights, equal rights to dividends when and if
declared, and equal rights to share in assets upon liquidation of the
corporation. The common shares are not subject to any redemption or sinking fund
provisions. Directors serve from year to year, there being no provision for a
staggered board; cumulative voting for directors is not allowed. Between annual
general meetings, the existing board can appoint one or more additional
directors to serve until the next annual general meeting, but the number of
additional directors shall not at any time exceed one-third of the number of
directors who held office at the expiration of the last annual meeting. All
issued and outstanding shares are fully paid and non-assessable securities.

In order to change the rights of the holders of common stock,
the passing of a special resolution by such shareholders is required, being the
affirmative vote of not less than 2/3 of the votes cast in person or by proxy at
a duly called meeting of shareholders.

An annual meeting of shareholders must be called by the board
of directors not later than 15 months after the last annual meeting. The board
at any time may call a special meeting of shareholders. Notice of any meeting
must be sent not less than 21 and not more than 50 days before the meeting, to
every shareholder entitled to vote at the meeting. All shareholders entitled to
vote are entitled to be present at a shareholders meeting. A quorum is the
presence in person or by proxy of the holders of at least 5% of the issued and
outstanding shares of common stock.

Except under the Investment Canada Act, there are no
limitations specific to the rights of non-Canadians to hold or vote our shares
under the laws of Canada or our charter documents. The Investment Canada Act
("ICA") requires a non-Canadian making an investment which would result in the
acquisition of control of a Canadian business, the gross value of the assets of
which exceed certain threshold levels or the business activity of which is
related to Canada's cultural heritage or national identity, to either notify, or
file an application for review with, Investment Canada, the federal agency
created by the ICA. The notification procedure involves a brief statement of
information about the investment on a prescribed form which is required to be filed with Investment Canada by the investor at
any time up to 30 days after implementation of the investment. It is intended
that investments requiring only notification will proceed without intervention
by government unless the investment is in a specific type of business related to
the scope of the ICA. If an investment is reviewable under the ICA, an
application for review in the prescribed form normally is required to be filed
with Investment Canada before the investment is made and it cannot be
implemented until completion of review and Investment Canada has determined that
the investment is likely to be of net benefit to Canada. If the agency is not so
satisfied, the investment cannot be implemented if not made, or if made, it must
be unwound.

22

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C.        Material
Contracts.

Except as otherwise disclosed in this Form 20-F, we have no
material contracts.

D.        Exchange
Controls.

There are no laws, decrees or regulations in Canada relating to
restrictions on the export or import of capital, or affecting the remittance of
interest, dividends or other payments to non-resident holders of our shares of
common stock.

E.        Taxation.

Canada.

Canadian Federal Income Tax Information for United States
Residents.

The following is a discussion of material Canadian federal
income tax considerations generally applicable to holders of our common shares
who acquire such shares in this offering and who, for purposes of the Income Tax
Act (Canada) and the regulations thereunder, or the Canadian Tax Act:

| |  | deal at arms length and are not affiliated with us;                                                                                                                       
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | hold such shares as capital property;                                                                                                                                      
| |  | do not use or hold (and will not use or hold) and are not
      deemed to use or hold our common shares, in or in the course of carrying
      on business in Canada;      
| |  | have not been at any time residents of Canada; and                                                                                                                         
| |  | are, at all relevant times, residents of the United
      States, or U.S. Residents, under the Canada- United States Income Tax
      Convention (1980), or the Convention.

TAX MATTERS ARE VERY COMPLICATED AND THE CANADIAN FEDERAL
INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON SHARES
WILL DEPEND UPON THE STOCKHOLDERS PARTICULAR SITUATION. THE SUMMARY OF MATERIAL
CANADIAN FEDERAL INCOME TAX CONSEQUENCES SET FORTH BELOW IS INTENDED TO PROVIDE
ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A COMPLETE ANALYSIS OR
DESCRIPTION OF ALL POTENTIAL CANADIAN FEDERAL INCOME TAX CONSEQUENCES.

THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF THE TAX
LAWS OF ANY PROVINCE OR TERRITORY WITHIN CANADA. ACCORDINGLY, HOLDERS AND
PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED TO CONSULTWITH THEIR OWN TAX ADVISERS ABOUT THE TAX CONSEQUENCES TO
THEM HAVING REGARD TO THEIR OWN PARTICULAR CIRCUMSTANCES, INCLUDING ANY
CONSEQUENCES OF PURCHASING, OWNING OR DISPOSING OF OUR COMMON SHARES ARISING
UNDER CANADIAN FEDERAL, CANADIAN PROVINCIAL OR TERRITORIAL, U.S. FEDERAL, U.S.
STATE OR LOCAL TAX LAWS OR TAX LAWS OF JURISDICTIONS OUTSIDE THE UNITED STATES
OR CANADA.

23

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This summary is based on the current provisions of the Canadian
Income Tax Act, proposed amendments to the Canadian Income Tax Act publicly
announced by the Minister of Finance (Canada) prior to the date hereof (the
Proposed Amendments), and the provisions of the Convention as in effect on the
date hereof. No assurance can be given that the Proposed Amendments will be
entered into law in the manner proposed, or at all. No advance income tax ruling
has been requested or obtained from the Canada Revenue Agency to confirm the tax
consequences of any of the transactions described herein.

This summary is not exhaustive of all possible Canadian federal
income tax consequences for U.S. Residents, and other than the Proposed
Amendments, does not take into account or anticipate any changes in law, whether
by legislative, administrative, governmental or judicial decision or action, nor
does it take into account Canadian provincial, U.S. or foreign tax
considerations which may differ significantly from those discussed herein. No
assurances can be given that subsequent changes in law or administrative policy
will not affect or modify the opinions expressed herein.

A U.S. Resident will not be subject to tax under the Canadian
Tax Act in respect of any capital gain on a disposition of our common shares
unless such shares constitute taxable Canadian property, as defined in the
Canadian Tax Act, of the U.S. Resident and the U.S. Resident is not eligible for
relief pursuant to the Convention. Our common shares will not constitute
taxable Canadian property if, at any time during the 60-month period
immediately preceding the disposition of the common shares, the U.S. Resident,
persons with whom the U.S. Resident did not deal at arms length, or the U.S.
Resident together with all such persons, did not own 25% or more of the issued
shares of any class or series of shares of our capital stock. In addition, the
Convention generally will exempt a U.S. Resident who would otherwise be liable
to pay Canadian income tax in respect of any capital gain realized by the U.S.
Resident on the disposition of our common shares, from such liability provided
that the value of our common shares is not derived principally from real
property situated in Canada. The Convention may not be available to a U.S.
Resident that is a U.S. LLC which is not subject to tax in the U.S.

Amounts in respect of our common shares paid or credited or
deemed to be paid or credited as, on account or in lieu of payment of, or in
satisfaction of, dividends to a U.S. Resident will generally be subject to
Canadian non-resident withholding tax at the rate of 25%. Currently, under the
Convention the rate of Canadian nonresident withholding tax will generally be
reduced to:

| |  | 5% of the gross amount of dividends if the beneficial
      owner is a company that is resident in the U.S. and that owns at least 10%
      of our voting shares; or
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | 15% of the gross amount of dividends if the beneficial
      owner is some other resident of the U.S.                                                                

24

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United States Federal Income Tax Information for United
States Holders.

The following is a general discussion of material U.S. federal
income tax consequences of the ownership and disposition of our common shares by
U.S. Holders (as defined below). This discussion is based on the United States
Internal Revenue Code of 1986, as amended, Treasury regulations promulgated
thereunder, and judicial and administrative interpretations thereof, all as in effect at
the date hereof and all of which are subject to change, possibly with
retroactive effect. This discussion only addresses the tax consequences for U.S.
Holders that will hold their common shares as a capital asset and does not
address U.S. federal income tax consequences that may be relevant to particular
U.S. Holders in light of their individual circumstances or U.S. Holders that are
subject to special treatment under certain U.S. federal income tax laws, such
as:

| |  | tax-exempt organizations and pension plans;                                                                                                                                
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | persons subject to alternative minimum tax;                                                                                                                                
| |  | banks and other financial institutions;                                                                                                                                    
| |  |                                                                                                                                                                            
| |  | insurance companies;                                                                                                                                                       
| |  | partnerships and other pass-through entities (as
      determined for United States federal income tax purposes);                                                          
| |  | broker-dealers;                                                                                                                                                            
| |  | persons who hold their common shares as a hedge or as
      part of a straddle, constructive sale, conversion transaction, and other
      risk management transaction; and
| |  | persons who acquired their common shares through the
      exercise of employee stock options or otherwise as compensation.                                                

As used herein, the term U.S. Holder means a beneficial owner
of our common shares that is:

| |  | an individual citizen or resident of the United
      States;                                                                                                                                                                                      
| |  | ---------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
| |  | a corporation, a partnership or entity treated as a
      corporation or partnership for U.S. federal income tax purposes, that is
      created or organized in or under the laws of the United States or any
      political subdivision thereof;
| |  | an estate the income of which is subject to U.S. federal
      income taxation regardless of its source; and                                                                                                                                       
| |  | a trust if both:                                                                                                                                                                                                                                   
| |  |                                                                                                                                                                                                                                                    
| |  |                                                                                                                                                                                                                                                    

TAX MATTERS ARE VERY COMPLICATED AND THE UNITED STATES
FEDERAL INCOME TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR
COMMON SHARES WILL DEPEND UPON THE STOCKHOLDERS PARTICULAR SITUATION. THE
SUMMARY OF MATERIAL UNITED STATES FEDERAL INCOME TAX CONSEQUENCES SET FORTH
BELOW IS INTENDED TO PROVIDE ONLY A GENERAL SUMMARY AND IS NOT INTENDED TO BE A
COMPLETE ANALYSIS OR DESCRIPTION OF ALL POTENTIAL UNITED STATES FEDERAL INCOME
TAX CONSEQUENCES.

NOTE THAT THIS DISCUSSION DOES NOT INCLUDE A DESCRIPTION OF
THE TAX LAWS OF ANY STATE OR LOCAL GOVERNMENT WITHIN THE UNITED STATES.
ACCORDINGLY, HOLDERS AND PROSPECTIVE HOLDERS OF OUR COMMON SHARES ARE ENCOURAGED
TO CONSULT THEIR TAX ADVISORS ABOUT THE U.S. FEDERAL, STATE, LOCAL, AND FOREIGN
TAX CONSEQUENCES OF PURCHASING, OWNING AND DISPOSING OF OUR COMMON
SHARES.

25

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Ownership of Shares.

The gross amount of any distribution received by a U.S. Holder
with respect to our common shares generally will be included in the U.S.
Holders gross income as a dividend to the extent attributable to our current
and accumulated earnings and profits (as determined under U.S. federal income
tax principles). To the extent a distribution received by a U.S. Holder is not a
dividend because it exceeds the U.S. Holders pro rata share of our current and
accumulated earnings and profits, it will be treated first as a tax-free return
of capital and reduce (but not below zero) the adjusted tax basis of the U.S.
Holders shares. To the extent the distribution exceeds the adjusted tax basis
of the U.S. Holders shares, the remainder will be taxed as capital gain (the
taxation of capital gain is discussed under the heading Sale of Shares
below).

For taxable years beginning before January 1, 2009, dividends
received by non-corporate U.S. Holders from a qualified foreign corporation are
taxed at the same preferential rates that apply to long-term capital gains. A
foreign corporation is a qualified foreign corporation if it is eligible for
the benefits of a comprehensive income tax treaty with the United States (the
income tax treaty between Canada and the United States is such a treaty) or the
shares with respect to which such dividend is paid is readily tradable on an
established securities market in the United States (such as the Nasdaq Capital
Market). Notwithstanding satisfaction of one or both of these conditions, a
foreign corporation is not a qualified foreign corporation if it is a passive
foreign investment company (PFIC) for the taxable year of the corporation in
which the dividend is paid or the preceding taxable year. (Whether a foreign
corporation is a PFIC is discussed below under the heading Passive Foreign
Investment Companies). A foreign corporation that is a PFIC for any taxable
year within a U.S. persons holding period generally is treated as a PFIC for
all subsequent years in the U.S. persons holding period. Although we have not
been, are not now, and do not expect to be a PFIC, and we dont expect to pay
dividends, you should be aware of the following matters in the event that we do
become a PFIC and do pay dividends.

If we were to become a PFIC, then U.S. Holders who acquire our
common shares may be treated as holding shares of a PFIC throughout their
holding period for the purpose of determining whether dividends received from us
are dividends from a qualified foreign corporation. As a consequence, dividends
received by U.S. Holders may not be eligible for taxation at the preferential
rates applicable to long-term capital gains.

If a distribution is paid in Canadian dollars, the U.S. dollar
value of such distribution on the date of receipt is used to determine the
amount of the distribution received by a U.S. Holder. A U.S. Holder who
continues to hold such Canadian dollars after the date on which they are
received, may recognize gain or loss upon their disposition due to exchange rate
fluctuations. Generally such gains and losses will be ordinary income or loss
from U.S. sources.

U.S. Holders may deduct Canadian tax withheld from
distributions they receive for the purpose of computing their U.S. federal
taxable income (or alternatively a credit may be claimed against the U.S.
Holders U.S. federal income tax liability as discussed below under the heading
Foreign Tax Credit). Corporate U.S. Holders generally will not be allowed a
dividend received deduction with respect to dividends they receive from us.

Foreign Tax Credit.

Generally, the dividend portion of a distribution received by a
U.S. Holder will be treated as income in the passive income category for foreign
tax credit purposes. Subject to a number of limitations, a U.S. Holder may elect
to claim a credit against its U.S. federal income tax liability (in lieu of a
deduction) for Canadian withholding tax deducted from its distributions. The
credit may be claimed only against U.S. federal income tax attributable to a U.S. Holders passive income that is from
foreign sources.

26

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If we were to become a qualified foreign corporation with
respect to a non-corporate U.S. Holder, dividends received by such U.S. Holder
will qualify for taxation at the same preferential rates that apply to long-term
capital gains. In such case, the dividend amount that would otherwise be from
foreign sources is reduce by multiplying the dividend amount by a fraction, the
numerator of which is the U.S. Holders preferential capital gains tax rate and
the denominator of which is the U.S. Holders ordinary income tax rate. The
effect is to reduce the dividend amount from foreign sources, thereby reducing
the U.S. federal income tax attributable to foreign source income against which
the credit may be claimed. Canadian withholding taxes that cannot be claimed as
a credit in the year paid may be carried back to the preceding year and then
forward 10 years and claimed as a credit in those years, subject to the same
limitations referred to above.

The rules relating to the determination of the foreign tax
credit are very complex. U.S. Holders and prospective U.S. Holders should
consult their own tax advisors to determine whether and to what extent they
would be entitled to claim a foreign tax credit.

Sale of Shares.

Subject to the discussion of the passive foreign investment
company rules below, a U.S. Holder generally will recognize capital gain or
loss upon the sale of our shares equal to the difference between: (a) the amount
of cash plus the fair market value of any property received; and (b) the U.S.
Holders adjusted tax basis in such shares. This gain or loss generally will be
capital gain or loss from U.S. sources, and will be long-term capital gain or
loss if the U.S. Holder held its shares for more than 12 months. Generally, the
net long-term capital gain of a non-corporate U.S. Holder from the sale of
shares is subject to taxation at a top marginal rate of 15%. A Capital gain that
is not long-term capital gain is taxed at ordinary income rates. The
deductibility of capital losses is subject to certain limitations.

Passive Foreign Investment
Companies.

We will be a PFIC if, in any taxable year either: (a) 75% or
more of our gross income consists of passive income; or (b) 50% or more of the
value of our assets is attributable to assets that produce, or are held for the
production of, passive income. Subject to certain limited exceptions, if we meet
the gross income test or the asset test for a particular taxable year, our
shares held by a U.S. Holder in that year will be treated as shares of a PFIC
for that year and all subsequent years in the U.S. Holders holding period, even
if we fail to meet either test in a subsequent year.

If we were a PFIC in the future, gain realized by a U.S. Holder
from the sale of PFIC Shares and certain dividends received on such shares would
be subject to tax under the excess distribution regime, unless the U.S. Holder
made one of the elections discussed below. Under the excess distribution regime,
federal income tax on a U.S. Holders gain from the sale of PFIC Shares would be
calculated by allocating the gain ratably to each day the U.S. Holder held its
shares. Gain allocated to years preceding the first year in which we were a PFIC
in the U.S. Holders holding period, if any, and gain allocated to the year of
disposition would be treated as gain arising in the year of disposition and
taxed as ordinary income. Gain allocated to all other years would be taxed at
the highest tax rate in effect for each of those years. Interest for the late
payment of tax would be calculated and added to the tax due for each of the PFIC
Years, as if the tax was due and payable with the tax return filed for that
year. A distribution that exceeds 125% of the average distributions received on
PFIC Shares by a U.S. Holder during the 3 preceding taxable years (or, if
shorter, the portion of the U.S. Holders holding period before the taxable year) would be
taxed in a similar manner.

27

---

A U.S. Holder may avoid taxation under the excess distribution
regime by making a qualified electing fund (QEF) election. For each year that
we would meet the PFIC gross income test or asset test, an electing U.S. Holder
would be required to include in gross income, its pro rata share of our net
ordinary income and net capital gains, if any. The U.S. Holders adjusted tax
basis in our shares would be increased by the amount of such income inclusions.
An actual distribution to the U.S. Holder out of such income generally would not
be treated as a dividend and would decrease the U.S. Holders adjusted tax basis
in our shares. Gain realized from the sale of our shares covered by a QEF
election would be taxed as a capital gain. U.S. Holders will be eligible to make
QEF elections, only if we agree to provide to the U.S. Holders, which we do, the
information they will need to comply with the QEF rules. Generally, a QEF
election should be made by the due date of the U.S. Holders tax return for the
first taxable year in which the U.S. Holder held our shares that includes the
close of our taxable year for which we met the PFIC gross income test or asset
test. A QEF election is made on IRS Form 8621.

A U.S. Holder may also avoid taxation under the excess
distribution regime by timely making a mark-to-market election. An electing U.S.
Holder would include in gross income the increase in the value of its PFIC
Shares during each of its taxable years and deduct from gross income the
decrease in the value of its PFIC Shares during each of its taxable years.
Amounts included in gross income or deducted from gross income by an electing
U.S. Holder are treated as ordinary income and ordinary deductions from U.S.
sources. Deductions for any year are limited to the amount by which the income
inclusions of prior years exceed the income deductions of prior years. Gain from
the sale of PFIC Shares covered by an election is treated as ordinary income
from U.S. sources while a loss is treated as an ordinary deduction from U.S.
sources only to the extent of prior income inclusions. Losses in excess of such
prior income inclusions are treated as capital losses from U.S. sources. A
mark-to-market election is timely if it is made by the due date of the U.S.
Holders tax return for the first taxable year in which the U.S. Holder held our
shares that includes the close of our taxable year for which we met the PFIC
gross income test or asset test. A mark-to-market election is also made on IRS
Form 8621.

As noted above, a PFIC is not a qualified foreign corporation
and hence dividends received from a PFIC are not eligible for taxation at
preferential long-term capital gain tax rates. Similarly, ordinary income
included in the gross income of a U.S. Holder who has made a QEF election or a
market-to-market election, and dividends received from corporations subject to
such election, are not eligible for taxation at preferential long-term capital
gain rates. The PFIC rules are extremely complex and could, if they apply, have
significant, adverse effects on the taxation of dividends received and gains
realized by a U.S. Holder. Accordingly, prospective U.S. Holders are strongly
urged to consult their tax adviser concerning the potential application of these
rules to their particular circumstances.

Controlled Foreign Corporation.

Special rules apply to certain U.S. Holders that own stock in a
foreign corporation that is classified as a controlled foreign corporation
(CFC). We do not expect to be classified as a CFC. However, future ownership
changes could cause us to become a CFC. Prospective U.S. Holders are urged to
consult their tax advisor concerning the potential application of the CFC rules
to their particular circumstances.

28

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Information Reporting and Backup Withholding.

United States information reporting and backup withholding
requirements may apply with respect to distributions to U.S. Holders, or the
payment of proceeds from the sale of shares, unless the U.S. Holder: (a) is an
exempt recipient (including a corporation); (b) complies with certain
requirements, including applicable certification requirements; or (c) is
described in certain other categories of persons. The backup withholding tax
rate is currently 28%. Any amounts withheld from a payment to a U.S. Holder
under the backup withholding rules may be credited against any U.S. federal
income tax liability of the U.S. Holder and may entitle the U.S. Holder to a
refund.

F.        Dividends and
Paying Agents. Not applicable.

G.        Statements by
Experts. Not applicable.

H.        Documents on
  Display. Not applicable.

I.        Subsidiary
Information. See the notes to the financial statements.

Item 11. Quantitative and Qualitative Disclosures About
Market Risk. Not applicable.

Item 12. Description of Securities Other Than Equity
Securities. Not applicable

29

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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 15T. Controls and Procedures.

Item 15. Controls and Procedures

Disclosure Controls and Procedures

Under the supervision and participation of the Chief Executive
Officer, the Interim Chief Financial Officer, has evaluated the effectiveness of
our disclosure controls and procedures (as defined in Rule 13a-15(e) and Rule
15d-15(e) of the Exchange Act) as of the end of the period covered by this
report. Based on that evaluation, the Chief Executive Officer and Chief
Financial Officer have concluded that, as of December 31, 2009, these disclosure
controls and procedures were not effective to ensure that all information
required to be disclosed by us in the reports that we file or submit under the
Exchange Act is: (i) recorded, processed, summarized and reported, within the
time periods specified in the Commissions rule and forms; and (ii) accumulated
and communicated to our management, including our Chief Executive Officer and
Interim Chief Financial Officer, as appropriate to allow timely decisions
regarding required disclosure, primarily due to the Companys minimal financial
staff which prevents us from segregating duties, which management believes is a
material weakness in our internal controls and procedures. We intend to address
such weakness and work with outside advisors to improve our controls and
procedures as and when the circumstances of the Company permit this.

Managements Annual Report on Internal Control Over
Financial Reporting

Management is responsible for establishing and maintaining
adequate internal control over financial reporting, as such term is defined in
Exchange Act Rules 13a-15(f) and 15d-15(f). Internal control over financial
reporting is a process designed by, or under the supervision of, our Chief
Executive Officer and Chief Financial Officer, and effected by our Board,
management and other personnel, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements
for external purposes in accordance with generally accepted accounting
principles.

Internal control over financial reporting includes those
policies and procedures that (1) pertain to the maintenance of records that, in
reasonable detail, accurately and fairly reflect the transactions and
dispositions of the assets of the Company; (2) provide reasonable assurance that
transactions are recorded as necessary to permit preparation of financial
statements in accordance with generally accepted accounting principles, and that
our receipts and expenditures are being made only in accordance with
authorizations of management and directors; and (3) provide reasonable assurance
regarding prevention or timely detection of unauthorized acquisition, use, or
disposition of our assets that could have a material effect on our financial
statements.

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

Management completed an assessment of the effectiveness of the
Companys internal control over financial reporting (ICFR) as of December 31,
2009, using the Committee of Sponsoring Organizations of the Treadway Commission
(COSO) framework as contemplated by Rule 13a-15(c). Based on this assessment,
the Company concluded that it did not have effective internal
controls over financial reporting as of December 31, 2009.

30

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The Companys assessment of the effectiveness of the ICFR as at
December 31, 2009 identified certain material weaknesses as of that date:

1.     
Weakness: It is not possible to adequately segregate incompatible duties
among the officers of the Company, because the Company has only two officers and
one accounting consultant. Remediation: Appoint a new Chief Financial
Officer, in addition to the current officers, to formally segregate the duties
of maintaining accounting records and preparing financial statements, from the
executive duties of the current officers. J. Robert Moynes, who has served as
Chief Financial Officer from July 2009, will cease to serve in that position
upon appointment of a new individual as Chief Financial Officer.

2.     
Weakness: The Company is small, with only two officers (who also are the
only directors), thereby creating a risk of override of existing controls by
management. Remediation: Require the new Chief Financial Officers
approval of all expenditures and other dispositions of assets.

3.     
Weakness: The Company maintains limited audit evidence in documentary
form which is used to test the operating effectiveness of control activities.
Remediation: Increase the documentation of expenditures and receipts,
under the joint supervision of the new Chief Financial Officer and the Chief
Executive Officer, to ensure received goods and third-party services conform to
contract terms.

The Company appointed a third director on June 9, 2009. This
director is independent as that term is defined by Rule 4200 (a) (15) of the
Marketplace Rules of NASDAQ and Canadian National Instrument 52-110, and will
not be involved in the day-to-day running of the Company. However, this
appointment will not result in the remediation of the weaknesses described
above. The Company intends to appoint additional levels of executive management
and personnel to remediate the weaknesses, in the specific manners described in
paragraphs 1 through 3 above, as and when the Company has sufficient financial
resources to effect the remediations.

This Annual Report does not include an attestation report of
the Companys registered public accounting firm regarding internal control over
financial reporting. Managements report was not subject to attestation by the
Companys registered public accounting firm pursuant to temporary rules of the
Securities and Exchange Commission that permit the Company to provide only
managements report in this Annual Report.

Changes in Internal Control over Financial Reporting

As disclosed above, the Company completed its assessment of its
ICFR in place for the year ended December 31, 2009, using the COSO framework.
There were no changes in ICFR during the 2009 fiscal year that have materially
affected, or are reasonably likely to materially affect, the Companys ICFR.

Item 16A. Audit Committee Financial Experts. Not
applicable.

Item 16B. Code of Ethics. Not applicable.

Item 16C. Principal Accountant Fees and Services. Not
applicable.

Item 16D. Exemptions from the Listing Standards for Audit
Committees. Not applicable.

Item 16E. Purchases of Equity Securities by the Issuer and
Affiliated Purchasers. None.

31

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PART III

Item 17. Financial Statements. Not applicable.

Item 18. Financial Statements

See the consolidated financial statements of the Company, the
notes thereto, and the auditors reports thereon, which are filed as Exhibit
99.1 with this Form 20-F. All of the financial information is presented in
accordance with Canadian GAAP; however, as stated in the notes, there are no
material differences between Canadian GAAP and United States GAAP as applied to
our financial statements.

Item 19. Exhibits.

|Exhibit No. | Description of Exhibit                                                                                                                                                        
|----------- | ------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|            |                                                                                                                                                                               
|3.(i)       | Articles of Incorporation
        (Notice of Articles and Transition Application)                                                                                             
|            |                                                                                                                                                                               
|3.(ii)      | By-laws (Schedule
        A)                                                                                                                                                
|            |                                                                                                                                                                               
|4. (1)      | Management Agreement
        of January 1, 2008 (Bradley James Moynes)                                                                                                        
|            |                                                                                                                                                                               
|4. (2)      | Management Agreement
        of January 1, 2008 (James Robert Moynes)                                                                                                         
|            |                                                                                                                                                                               
|4. (3)      | Form of Warrant
        dated May 23, 2007                                                                                                                                    
|            |                                                                                                                                                                               
|12.1        | Certification
        of Chief Executive Officer required by Rules 13a-14(a) and Rule 15d-14(a)
        under the Securities Exchange Act of 1934, as amended.*               
|            |                                                                                                                                                                               
|12.2        | Certification
        of Interim Chief Financial Officer required by Rules 13a-14(a) and Rule
        15d- 14(a) under the Securities Exchange Act of 1934, as amended.*      
|            |                                                                                                                                                                               
|13.1        | Certification
        of the Chief Executive Officer pursuant to 18 U.S.C Section 1350, as adopted
        pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*        
|            |                                                                                                                                                                               
|13.2        | Certification
        of the Interim Chief Financial Officer pursuant to 18 U.S.C Section 1350,
        as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.*
|            |                                                                                                                                                                               
|15.1        | Consent
        of Watson Dauphinee & Masuch, Chartered Accountants, independent registered
        accounting firm.*                                                         
|            |                                                                                                                                                                               
|99. (1)     | Consolidated
        Financial Statements for the years ended December 31, 2009 and 2008.*                                                                                    

* Filed herewith

32

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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 Annual Report.

|                   | Rainchief Energy Inc.          
|------------------ | -------------------------------
|                   |                                
|Date: June 9, 2010 | /s/ Bradley J. Moynes          
|                   | Bradley J. Moynes,             
|                   | Chief Executive Officer        
|                   |                                
|Date: June 9, 2010 | /s/ J. Robert Moynes           
|                   | J. Robert Moynes,              
|                   | Interim Chief Financial Officer

33

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