UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549



FORM 20-F/A



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



or



xAnnual Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act of 1934



for the Fiscal Year Ended December
31, 2012



or



oTransition Report Pursuant to Section 13 OR 15(d) of the Securities
Exchange Act pf 1934.



For the transition period from _______
to ________.





Commission file number 000-52145



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 1110 – 1185 West Georgia
Street, Vancouver, BC, Canada, V6E 4E6

(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: 38,157,242
as at December 31, 2012.



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



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 1934oYesxNo



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)xYesoNo;
and (2) has been subject to such filing requirements for the past 90 days.xYesoNo.



Indicate
which financial statement item the registrant elects to follow:xItem 17oItem 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 fileroAccelerated
fileroNon-accelerated
filerx



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).oYesxNo













Rainchief Energy Inc.

Table
of Contents



|PART I     |                                                                        |                                                                              | 1 
|---------- | ---------------------------------------------------------------------- | ---------------------------------------------------------------------------- | --
|Item 1.    | Identity of Directors, Senior Management and Advisors                  | 1                                                                           
|Item 2.    | Offer Statistics and Expected Timetable                                | 1                                                                           
|Item 3.    | Key Information                                                        | 1                                                                           
|Item 4.    | Information on the Company                                             | 6                                                                           
|Item 5.    | Operating and Financial Review                                         | 7                                                                           
|Item 6.    | Directors, Senior Management and Employees                             | 10                                                                          
|Item 7.    | Major Shareholders and Related Party Transactions                      | 12                                                                          
|Item 8.    | Financial Information                                                  | 13                                                                          
|Item 9.    | The Offer and Listing                                                  | 13                                                                          
|Item 10.   |                                                                        | Additional Information                                                       | 14
|Item 11.   |                                                                        | Quantitative and Qualitative Disclosures about Market Risk                   | 23
|Item 12.   |                                                                        | Description of Securities Other Than Equity Securities                       | 23
|PART II    |                                                                        |                                                                              | 23
|Item 13.   |                                                                        | Defaults, Dividend Arrearages and Delinquencies                              | 23
|Item 14.   |                                                                        | Material Modifications to the Rights of Security Holders and Use of Proceeds | 23
|Item 15T.  | Controls and Procedures                                                | 23                                                                          
|Item 15.   |                                                                        | Controls and Procedures                                                      | 23
|Item 16A.  | Audit Committee Financial Experts                                      | 25                                                                          
|Item 16B.  | Code of Ethics                                                         | 25                                                                          
|Item 16C.  | Principal Accountant Fees and Services                                 | 25                                                                          
|Item 16D.  | Exemptions from the Listing Standards for Audit Committees             | 25                                                                          
|Item 16E.  | Purchases of Equity Securities by the Issuer and Affiliated Purchasers | 25                                                                          
|Item 16F.  | Change in Registrants Certifying Accountant                           | 26                                                                          
|Item 16G.  | Corporate Governance                                                   | 26                                                                          
|Item 17.   |                                                                        | Financial Statements                                                         | 26
|Item 18.   |                                                                        | Financial Statements                                                         | 26
|Item 19.   |                                                                        | Exhibits                                                                     | 26
|SIGNATURES | 26                                                                    









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 energy assets worldwide for possible
development and / or acquisition.



Item 1.   Identity of Directors, Senior
Management and Advisors



The President of the Company is Brad
Moynes, and the directors of the Company are Brad Moynes and Paul E. Heney of Suite 1110 – 1185 West Georgia Street, Vancouver,
BC, Canada, V6E 4E6.  Mr. Heney also serves as our Chairman and Chief Executive Officer. See Item 6 for further information.



The Company’s registered independent
auditors are WDM 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.



Item 3.   Key Information



A.   Selected Financial
Data



The following selected information should
be read in conjunction with the Company’s consolidated 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 International Financial Reporting Standards.  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.



Selected Consolidated Financial and Operating Data

|                                         |  | Year Ended December 31,
|---------------------------------------- |  | -----------------------
|Operating Data                           |  | 2012                   
|                                         |  | $                      
|Sales                                    |  | -                      
|Gross Profit, Net of Cost of Sales       |  | -                      
|                                         |  |                        
|Net Loss                                 |  | (226,261)              
|Loss per Common Share – Basic & Diluted* |  | (0.301)                
|                                         |  |                        
|Number of Shares Outstanding*            |  | 751,051                
|                                         |  |                        



* Adjusted to reflect the consolidation of the Company’s
stock on (i) March 22, 2010 at a ratio of 1 new common share for 10 old common shares and (ii) April 3, 2013 at a ratio of 1 new
common share for 50 old common shares.



1







|Balance Sheet Data         |  | 2012        |  | 2011       
|-------------------------- |  | ----------- |  | -----------
|                           |  | $           |  | $          
|                           |  |             |  |            
|Current Assets             |  | 40,765      |  | 59,408     
|Current Liabilities        |  | 473,071     |  | 187,128    
|Total Assets               |  | 150,014     |  | 60,805     
|                           |  |             |  |            
|Share Capital              |  | 2,993,514   |  | 2,922,923  
|Accumulated Deficit        |  | (3,592,881) |  | (3,366,620)
|Dividends per Common Share |  | 0.00        |  | 0.00       



Exchange Rates



The Company’s consolidated financial
statements are stated in Canadian dollars.  The Company realized losses on foreign exchange of $783, $8,454, and $9,917
for the years ended December 31, 2012, 2011, and 2010 respectively.  Foreign exchange gains and losses were due to currency
exchange rate fluctuations between the Canadian and United States dollar.



In this FORM 20-F, 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.



The Bank of Canada closing exchange rate
on December 31, 2012 was Cdn$0.9946 per US$1.00. For the past five fiscal years ended December 31, and for the period between January
1, 2012 and December 31, 2012, 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, 2008 |  | $                | 1.07
|December 31, 2009 |  | $                | 1.14
|December 31, 2010 |  | $                | 1.03
|December 31, 2011 |  | $                | 0.99
|December 31, 2012 |  | $                | 0.99



|Month ended        |  | per US$1 |     
|------------------ |  | -------- | ----
|                   |  | High     |     
|January 31, 2012   |  | $        | 1.02
|February 28, 2012  |  | $        | 1.00
|March 31, 2012     |  | $        | 1.00
|April 30, 2012     |  | $        | 1.00
|May 31, 2012       |  | $        | 1.01
|June 30, 2012      |  | $        | 1.03
|July 31, 2012      |  | $        | 1.02
|August 31, 2012    |  | $        | 0.99
|September 30, 2012 |  | $        | 0.98
|October 31, 2012   |  | $        | 0.99
|November 30, 2012  |  | $        | 1.00
|December 31, 2012  |  | $        | 0.99



2







B.   Capitalization and Indebtedness



The following table sets forth our capitalization as of December
31, 2012, using:



·38,157,242 shares outstanding on an actual basis; and



·963,145 shares outstanding on an as-adjusted basis to reflect changes
through April 30, 2013.



|                                            |              |  | As Adjusted
|------------------------------------------- | ------------ |  | -----------
|                                            | December 31, |  | April 30,  
|                                            | 2012         |  | 2013       
|                                            | (audited)    |  | (unaudited)
|                                            | $            |  | $          
|Cash and cash equivalents                   | (16)         |  | 14,364     
|Long-term obligations, less current portion | -            |  | -          
|                                            |              |  |            
|Shareholders’ (deficiency) equity           |              |  |            
|Share capital                               | 2,993,514    |  | 3,096,399  
|Share purchase warrants reserve             | 276,310      |  | 276,310    
|Accumulated deficit                         | (3,592,881)  |  | (3,627,351)
|Shareholders’ (deficiency) equity           | (323,057)    |  | (254,642)  





On January 17, 2012, the Company completed
a private placement of 1,330,000 units at US$0.03 per unit, raising gross proceeds of $41,064 (US$39,900).



During the year ended December 31, 2012,
the Company issued a total of 2,200,000 common shares upon the exercise of warrants at an exercise price of US$0.02 per share for
total gross proceeds of $44,137 (US$44,000).



On March 2, 2012, the Company repurchased
1,100,000 units at US$0.02 per unit for a total cost of US$22,000. These units were returned to treasury and cancelled.



On March 21, 2012, the Company issued
200,000 common shares to the President of the Company and a person related to the President. The related parties purchased these
shares in the Company in 2002. However, the share certificates evidencing the share subscription were not recorded by the share
transfer agent as a result of a clerical oversight. Accordingly, the Directors of the Company authorized the issuance of share
certificates to the related parties as evidence of their ownership of the shares and to accurately reflect the number of common
shares outstanding.



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.



3





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, 2012, we recorded a
net loss of $226,261 from operations compared to a net loss of $182,323 for the year ended December 31, 2011. The financial statements
have been prepared using International Financial Reporting Standards 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 $3,592,881 as at December 31, 2012. Operations for the year ended December 31, 2012 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 a minimum
of approximately $500,000 to commence a seismic program to provide the identification and evaluation of drill site locations
in pursuit of hydrocarbons. 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”.



Our entry into the energy property
acquisition business may not be successful and there are risks attendant on these activities.The energy 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, industry risks are
significant.  Environmental compliance is an increasingly complex and costly obstacle to many new projects, and often
times, and even if permits are obtained, they may be sufficiently restrictive that a property cannot be exploited to its full potential.



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



4





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 energy 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.



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.



5





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 1110 –
1185  West  Georgia  Street, Vancouver, British Columbia, V6E 4E6.  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



Rainchief Energy Inc. (the “Company”)
was incorporated on December 28, 2000 under the Company Act of the Province of British Columbia, Canada. We are engaged in the
identification, evaluation and financing the development of energy projects in New Mexico, United States.  Prior
to January 1, 2010, we had operations in oil and gas exploration in Alberta, Canada.



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



On December 22, 2010, we acquired all
of the issued and outstanding common shares of Jaydoc Capital Corp (“Jaydoc”), a company incorporated under the Business
Corporations Act of the Province of British Columbia, Canada. Jaydoc was acquired to facilitate our business venture in solar energy
development. The assets of Jaydoc are its business plan and strategic business relationship with operational partners that offer
experience and knowledge in the development, engineering and construction of solar energy projects in Italy and the European Union.



On December 18, 2010 we incorporated
a wholly-owned subsidiary, Rainchief Renewable-1 S.R.L under the laws of Italy.



Commitments.



In April 2008, we entered into a royalty
and licensing agreement with an arm’s length party for the exclusive right to use copyrighted photographs for a term of 3
years. 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.   We are pursuing a resolution to the dispute.
As at December 31, 2012, 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.



As at December 31, 2012, we own oil and
gas property acquired at a cost of $108,053, and computer and office furniture and equipment with a depreciated cost of $1,196.
See notes 6 and 7 to the consolidated financial statements.





6





Item 5.   Operating and Financial Review

For the years ended December 31, 2012,
2011, and 2010, the Company had net losses of $226,261, $182,323 and $398,327, respectively.



Accounting, Audit and Legal expenses decreased
by $5,014 to $51,624 for the year ended December 31, 2012 from $56,638 for the year ended December 31, 2011 as a result of reductions
in Accounting and Audit expenses for the period. Accounting, Audit and Legal expenses increased by $12,613 from $44,025 for the
year ended December 31, 2010 to $56,638 for the year ended December 31, 2011 as a result of increased legal fees related to corporate
activity, offset by a reversal of an over-accrual of accounting fees in the year ended December 31, 2010.



The Company did not incur any expenditure
on Advertising, Promotion and Website Development during the year ended December 31, 2012, a decrease of $6,000 over the year ended
December 31, 2011. Advertising, Promotion and Website Development costs during the year ended December 31, 2011 decreased by $10,500
to $6,000 from $16,500 expended in the year ended December 31, 2010 as web development work was completed and only maintenance
work was required.



Consulting expense for the year ended December
31, 2012 decreased by $5,668 to $75,000 for the year ended December 31, 2012 as compared with $80,668 in Consulting expense for
the year ended December 31, 2011. The decrease resulted from reduced use of consulting services by the Company during the year.



Consulting expense for the year ended December
31, 2011 increased by $38,435 as compared with $42,233 for the year ended December 31, 2010 as a result of additional management
and administration services procured during the year.



The Company did not incur any Development
costs during the year ended December31, 2012. During the year ended December 31, 2011, the Company incurred Development Costs of
$14,046 in connection with the evaluation of potential oil and gas project acquisition, as compared with $3,480 in connection with
its efforts to enter the solar energy market in Italy during the year ended December 31, 2010



Filing and Transfer Agents Fees for the
year ended December 31, 2012 amounted to $21,283, an increase of $1,019 from $20,264 incurred during the year ended December 31,
2011. The increase resulted from additional filings required by the United States Securities and Exchange Commission. Filing and
Transfer Agents Fees for the year ended December 31, 2011 decreased by $2,625 to $20,264 from $17,639 for the year ended December
31, 2010 as a result of reduced corporate activity during the year.



Interest and Bank Charges for the year
ended December 31, 2012 decreased by $25 to $459 from $484 for the year ended December 31, 2011. Interest and Bank Charges for
the year ended December 31, 2011 increased by $201 to $484 for the year ended December 31, 2011 from $283 for the year ended December
31, 2010. The changes are directly related to the levels of corporate activity during the years under review.



Management Fees for the year ended December
31, 2012 were unchanged from those incurred during the year ended December 31, 2011, at $60,000. Management Fees decreased by $45,817
from $105,817 in the year ended December 31, 2010 to $60,000 during the year ended December 31, 2011 following the termination
of the management agreement with the President of the Company during 2010.



Office, rent and telephone expense decreased
by $10,902 to $632 for the year ended December 31, 2012 as compared with $11,534 expended on these category of expenses during
the year ended December 31, 2011. The decrease resulted from management’s decision to share office space with another unrelated
company. Office, rent and telephone expense increased by $5,863 from $5,671 for the year ended December 31, 2010 to $11,534
for the year ended December 31, 2011 as a result of the relocation of the Company’s office.

7









The Company did not incur Property investigation
costs during the years ended December 31, 2012 and 2010, respectively. During the year ended December 31, 2011 the Company investigation
costs of $9,487 was incurred in connection with an oil and gas project.



Travel expenses for the year ended December
31, 2012 decreased by $11,153 to $649 from $11,802 during the year ended December 31, 2011 as a result of reduced project evaluation
activities during the year. Travel expenses for the year ended December 31, 2011 increased by $2,625 to $11,802 from $9,177 during
the year ended December 31, 2010. These expenses were incurred in connection with the Company’s evaluation of potential oil
and gas property acquisitions.



The Company incurred losses on foreign
exchange of $783, $8,454 and $9,917 for the years ended December 31, 2012, 2011 and 2010, respectively. These losses resulted from
changes in the foreign currency exchange rate between the Canadian and US Dollars.



During the year ended December 31, 2012,
the Company realized a net gain on the settlement of certain debts in the amount of $6,870. During the year ended December 31,
2010, the Company realized a net loss on the settlement of certain debts in the amount of $13,332.



During the year
ended December 31, 2010 the Company realized a gain of $97,336 in respect of shares issued in connection with the Jaydoc acquisition
and subsequently returned to Treasury in accordance with aStock Surrender, Settlement and Voluntary Pooling Agreement.



On December 31, 2010, the Company wrote
down the intangible asset acquired as a result of the acquisition of Jaydoc,due to the lack
of reliable measurement of the future cash flows of the solar energy projectand recorded a charge of
$98,600 and incurred acquisition costs of $25,646.



The Company is the respondent in a lawsuit
filed in the Supreme Court of British Columbia. The Plaintiff seeks damages in the amount of $60,750, claiming breach of a licensing
agreement relating to the Company’s use of certain photographs, the copyright to which is held by the plaintiff. The Company
recorded a contingent liability for this amount as at December 31, 2009. The outcome of this legal claim is uncertain, and management
is of the opinion that the claim has no merit.



Financial position



For the year ended December 31, 2012 the
Company had a working capital deficiency of $432,306 as compared with a working capital deficiency of $127,720 as at December 31,
2011, an increase of $304,586.



The increase in working capital deficiency
during the year ended December 31, 2012 is due to reductions in Cash of $34,196, acquisitions of an Oil and Gas Property in the
amount of $108,053 and increases in Accounts Payable and Promissory Notes of $137,433 and $155,364, respectively, offset by increase
in HST receivable of $15,537.



Liquidity and Capital Resources



Cash provided from private placements and
the issuance of shares pursuant to the exercise of share purchase warrants in the year ended December 31, 2012 was $29,124 (2011
- $98,502). In addition, the issuance of Promissory Notes provided $155,364 (2011 – $Nil).



8





Changes in working capital accounts during
the year ended December 31, 2012 provided $121,896 (2011 – provided $45,164).



The uses of cash during the year ended
December 31, 2012 were $88,534 to fund the Company's continuing operations, $108,053 to acquire an oil and gas property and $22,097
to repurchase certain common shares.



The uses of cash during the year ended
December 31, 2011 were $234,213 to fund the Company's continuing operations, and $1,346 to acquire certain fixed assets.



Subsequent events



| | a) | Debt Settlements
| | -- | ----------------

| | i) | In January 2013, the Company issued 10,000,000
common shares to a company controlled by the President of the Company to settle outstanding accounts payable of $10,000.
| | -- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | ii) | In April 2013, the Company entered into a
debt settlement agreement with an arm’s length party to settle outstanding accounts payable of $52,262. The Company paid
$15,000 in cash and agreed to issue 250,000 post-April 3, 2013 consolidation common shares.
| | --- | --------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | b) | Promissory Notes Payable
| | -- | ------------------------

In January and April 2013, the
Company received, respectively, US$8,000 and $11,982 from a non-arm’s length party. The Company issued promissory notes accordingly
with the same terms as the other promissory notes.



| | c) | Share Consolidation
| | -- | -------------------

Effective April 3, 2013,
the common shares of the Company are consolidated at the ratio of one new common share for every 50 old common shares.



As at December 31, 2012,
the number of issued and outstanding common shares of the Company would be 763,144 had the share consolidation been effected as
at December 31, 2012. The basic loss per share calculations disclosed in the consolidated statement of comprehensive loss for the
years ended December 31, 2012, 2011, and 2010 have been adjusted to reflect the subsequent share consolidation.



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



Not applicable.



9





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              
|-------------------------------------------------------------- | ----------------------------------------------------------
|                                                               |                                                           
|Paul Heney (51) Chairman, Chief Executive Officer and Director | Director of the Company since November 18, 2010.          
|                                                               |                                                           
|Bradley J. Moynes (42) President, and Director                 | President and Director of the Company since December 2000.



B.   Compensation



SUMMARY COMPENSATION TABLE



The following table sets forth the compensation
paid to the executive officers of the Company in each of the years ended December 31, 2011, 2010 and 2009.  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)                 |        |  | (d)                    |  
|Name and Current Principal Position | Year |   | Salary              |        |  | Bonus                  |  
|                                    |      |   | (US$)               |        |  | (US$)                  |  
|Paul Heney                          | 2012 |   | $                   | -      |  |                        | $
|Chairman and CEO                    | 2011 |   | $                   | -      |  |                        | $
|2010                                |      | $ | -                   |        |  | $                      | -
|                                    |      |   |                     |        |  |                        |  
|Bradley J. Moynes,                  | 2012 |   | $                   | 60,000 |  |                        | $
|President and former CEO            | 2011 |   | $                   | 60,000 |  |                        | $
|2010                                |      | $ | 60,000              |        |  | $                      | -





Executive Compensation Plans and Employment Agreements



Management Agreements



No management agreements were entered
into for the period commencing January 1, 2012 to December 31, 2012.



Equity Compensation Plans



Effective December 31, 2010, our Board
of Directors adopted the 2010 Stock Option Incentive Plan (“the Stock Option Plan”). The purpose of the Stock Option
Plan is to enhance the long-term stockholder value of the Company by offering opportunities to directors, officers, key employees
and eligible consultants of the Company to acquire and maintain stock ownership in the Company, in order to give these persons
the opportunity to participate in the Company's
growth and success, and to encourage them to remain in the service of the Company. A maximum of 10% of the issued and outstanding
shares of common stock are available for issuance under the Stock Option Plan.

10









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.



The Company does not have an audit committee
at the present time. Until the resignation of Robin Lecky as a director of the Company on August 9, 2012, the Company had an audit
committee comprised of Bradley J. Moynes and Robin Lecky.  The Company is currently seeking a suitable individual to replace
Mr. Lecky.



The
audit committee is responsible for selecting, evaluating and recommending the Company’s auditors to the Board of Directors
for shareholder approval; evaluating the scope and general extent of the auditors’ review; overseeing the work of the auditors;
recommending the auditors’ compensation to the Board of Directors; and assisting with the resolution of any disputes between
management and the auditors regarding financial reporting.  The audit committee is also responsible for reviewing the
Company’s annual and interim financial statements and recommending their approval to the Board of Directors; reviewing the
Company’s policies and procedures with respect to internal controls and financial reporting; and establishing procedures
for dealing with complaints regarding accounting, internal controls or auditing matters.



The
Company does not have a compensation or corporate governance committee at the present time. The Company is listed for trading on
the OTCBB as a reporting issuer under registration statement Form 20-F (Foreign Private Issuer) and as such it believes that it
is 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 966,544 shares outstanding on April 30, 2013.



|Name        |  | No. of Shares |         |  | Percentage of
        outstanding at
        April 30,
        2013 | 
|----------- |  | ------------- | ------- |  | ------------------------------------------------------------------- | 
|Paul Heney  |  |               | 25,000  |  |                                                                     | 
|Brad Moynes |  |               | 208,303 |  |                                                                     | 



11





Item 7.   Major Shareholders and Related
Party Transactions.



A.   Major Shareholders



To our knowledge, other than Brad Moynes,
President of the Company who owns 208,303 shares representing 21.55%, no other 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 966,544 shares
outstanding at April 30, 2013.



The Company has approximately 150 shareholders
of record at April 30, 2013.  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 42.74%.  None of the
major shareholders, if any, have different voting rights.



To the best of our knowledge, approximately
57.26% of the Company’s common shares are owned by residents of Canada or residents of countries other than residents of
the United States.  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 42.74%.
These assumptions are based on our shareholder registry issued by Presidents Stock Transfer Company as of April 30, 2013.



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 24.14% of the issued and outstanding shares following the March 22, 2010 and April 3, 2013 share
consolidations and the subsequent shares issued for debt settlement.



B.   Related Party Transactions



Trade and other payables



As at December 31, 2012, the
Company has $67,818 (2011 – $19,678) in trade and other payables owed to key management personnel. The amounts owed to key
management personnel arose from outstanding management fees, and are non-interest bearing, unsecured and have no specified terms
of repayment.



Promissory Notes



Included in promissory notes
as at December 31, 2012 was $32,102 (including US$17,000) owed to a company controlled by a Director (also an officer) of the Company.
There were no promissory notes issued to related parties in 2011.



The Company incurred management fees
and share-based payments for services provided by key management personnel for the years ended December 31, 2012, 2011 and 2010
as described below.  All related party transactions were in the ordinary course of business and were measured at their
exchange amount.



|                     | 2012   |  | 2011   |  | 2010   
|-------------------- | ------ |  | ------ |  | -------
|                     | $      |  | $      |  | $      
|Management Fees      | 60,000 |  | 60,000 |  | 105,817
|Share-Based Payments | 22,500 |  | -      |  | -      
|                     |        |  |        |  |        
|                     | 82,500 |  | 60,000 |  | 105,817





12











C.   Interest of Experts and Counsel



None.



Item 8.   Financial Information



See the consolidated financial statements under Item 18.





Item 9.   The Offer and Listing



A.   Offer and Listing Details



The Company's common shares are traded
on the “OTC.QB” 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 was 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 OTC Markets and the OTC.QB for the periods indicated, adjusted for the consolidations of the
Company’s stock on March 22, 2010 and April 3, 2013. See Item 10A below.



|By Quarters in 2012, 2011 & 2010 | High Sales Price | Low Sales Price
|-------------------------------- | ---------------- | ---------------
|US$                              | US$             
|Fourth Quarter 2012              | $1.15            | $0.26          
|Third Quarter 2012               | $2.10            | $0.75          
|Second Quarter 2012              | $9.00            | $0.78          
|First Quarter 2012               | $30.00           | $4.88          
|Fourth Quarter 2011              | $9.00            | $2.50          
|Third Quarter 2011               | $8.00            | $2.50          
|Second Quarter 2011              | $12.50           | $8.00          
|First Quarter 2011               | $11.25           | $10.00         
|Fourth Quarter 2010              | $15.00           | $5.00          
|Third Quarter 2010               | $11.00           | $6.50          
|Second Quarter 2010              | $10.00           | $10.00         
|First Quarter 2010               | $35.00           | $5.50          



On December 31, 2012, the closing price was US$0.375 per share,
adjusted for the consolidation of the Company’s stock on April 3, 2013.



B.   Plan of Distribution



Not applicable.



C.   Markets



See "Offer and Listing Details" above.



D.   Selling Shareholders



13





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 Shares |  | Amount
        $
|-------------------------------------------------- | ----------------------- |  | ----------------
|                                                   |                        
|                                                   |                        
|Balance, December 31, 2009                         | 27,838,852              |  | 2,241,445       
|                                                   |                         |  |                 
|Share Consolidation                                | (25,054,944)            |  | -               
|                                                   |                         |  |                 
|Balance, March 22, 2010                            | 2,783,908               |  | 2,241,445       
|                                                   |                         |  |                 
|Shares Issued for Cash, Net of Share Issue Costs   | 10,660,000              |  | 198,215         
|Shares Issued for Debt                             | 15,130,000              |  | 152,600         
|Shares Issued for Exercise of Warrants             | 5,000,000               |  | 101,386         
|Fair Value of Warrants Exercised                   | -                       |  | 13,286          
|Shares Issued for Acquisition of Subsidiary        | 4,000,000               |  | 80,000          
|                                                   |                         |  |                 
|Balance, December 31, 2010                         | 37,573,908              |  | 2,786,932       
|                                                   |                         |  |                 
|Shares Issued for Cash, Net of Issuance Costs      | 1,703,334               |  | 233,327         
|Shares Surrendered and Cancelled                   | (4,500,000)             |  | (97,336)        
|                                                   |                         |  |                 
|Balance, December 31, 2011                         | 34,777,242              |  | 2,922,923       
|                                                   |                         |  |                 
|Shares issued for cash                             | 1,330,000               |  | 26,051          
|Shares repurchased and cancelled                   | (1,100,000)             |  | (22,097)        
|Shares issued pursuant to the exercise of warrants | 2,200,000               |  | 44,137          
|Shares reissued pursuant to a directors resolution | 200,000                 |  | -               
|Shares issued for services                         | 750,000                 |  | 22,500          
|                                                   |                         |  |                 
|Balance, December 31, 2012                         | 38,157,242              |  | 2,993,514       





14







i)	Private Placements in 2010



On March 22, 2010, the Company completed
a private placement of 50,000 units at US$0.10 per unit, raising total gross proceeds of $5,384 (US$5,000). Each unit consisted
of one common share and one warrant exercisable into one common share at US$1.00 per share until March 22, 2011.  The
subscription proceeds were received in 2009.



On May 19, 2010, the Company completed
a private placement of 9,110,000 units at US$0.02 per unit, raising gross proceeds of $191,505 (US$182,200). Each unit consisted
of one common share and one warrant exercisable into one common share at US$0.02 per share until March 30, 2015.



On October 5, 2010, the Company completed
a private placement of 500,000 units at US$0.04 per unit, raising gross proceeds of $20,276 (US$20,000).  Each unit consisted
of one common share and one warrant exercisable into one common share at US$0.04 per share until October 15, 2015.



On November 22, 2010, the Company completed
a private placement of 1,000,000 units at US$0.02 per unit, raising gross proceeds of $20,374 (US$20,000).  Each unit
consisted of one common share and one warrant exercisable into one common share at US$0.02 per share until October 28, 2015.  The
subscription proceeds owing by a Director of the Company was received subsequently in April 2011.



ii)	Shares Issued for Debt in 2010



On May 19, 2010, the Company issued 15,000,000
common shares with a fair value of $150,000 for settlement of debts totaling $97,710, and accordingly recorded a loss of $52,290
on debt settlement. These debts were owed, on the date of settlement, to arm’s length parties who acquired the debts from
related parties of the Company for a nominal consideration of $10.  Concurrent with the debt settlement, the Company
wrote off $5,900 in an amount owed by a related party.



On November 2, 2010, the Company paid
$5,000 in cash and issued 130,000 common shares with a fair value of $2,600 for settlement of accounts payable totaling $46,558
owing to arm’s length parties.  The Company recorded a gain of $38,958 on debt settlement.



iii)	Private Placements in 2011



On January 24, 2011, the Company completed
a private placement of 1,300,001 shares at US$0.15 per share, raising gross proceeds of $196,263 (US$195,000).  The subscription
proceeds were received in 2010.



On March 14, 2011, the Company completed
a private placement of 403,333 shares at US$0.15 per share, raising gross proceeds of $59,356 (US$60,500).



iv)	Private Placements in 2012



On January 17, 2012, the Company completed
a private placement of 1,330,000 units at US$0.03 per share, raising gross proceeds of $41,064 (US$39,900). Each unit consists
of one common share and one share purchase warrant exercisable into one common share at US$0.03 per share until December 31, 2013.



v)	Shares repurchased



On March 2, 2012, the Company repurchased
1,100,000 units at US$0.02 per unit for a total cost of US$22,000. These units were initially issued in a private placement completed
in May 2010 at a subscription price of US$0.02 per unit for total gross proceeds of $22,097 (US$22,000). Each unit consisted of
one common share and one warrant exercisable into one common share at US$0.02 per share until March 30, 2015. These units were
returned to treasury and cancelled.

15







vi)	Shares issued pursuant to the exercise of warrants



During the year ended December 31, 2012,
the Company issued a total of 2,200,000 common shares upon the exercise of warrants at an exercise price of US$0.02 per share for
total gross proceeds of $44,137 (US$44,000).



vii)	Shares reissued pursuant to
a directors resolution



On March 21, 2012, the Company issued
200,000 common shares to the President of the Company and a person related to the President. The related parties purchased these
shares in the Company in 2002. However, the share certificates evidencing the share subscription were not recorded by the share
transfer agent as a result of a clerical oversight. Accordingly, the Directors of the Company authorized the issuance of share
certificates to the related parties as evidence of their ownership of the shares and to accurately reflect the number of common
shares outstanding



viii)	Shares issued for services



On April 17, 2012, the Company issued
750,000 common shares at a fair value of US$0.03 per share to the Directors of the Company as compensation for services rendered





Share Purchase Warrants



The continuity of warrants for the year
ended December 31, 2012 is summarized below.



|Expiry Date                     | Exercise Price | December 31,
        2011 | Issued    | Exercised   | Expired/
        Cancelled | December 31,
        2012
|------------------------------- | -------------- | ------------------------- | --------- | ----------- | -------------------------- | -------------------------
|                                |                |                           |           |             |                            |                          
|December 31, 2013               | US$0.03        | -                         | 1,330,000 | -           | -                          | 1,330,000                
|June 30, 2014                   | US$0.80        | 320,000                   | -         | -           | -                          | 320,000                  
|March 30, 2015                  | US$0.02        | 9,110,000                 | -         | (2,200,000) | (1,100,000)                | 5,810,000                
|October 15, 2015                | US$0.04        | 500,000                   | -         | -           | -                          | 500,000                  
|October 28, 2015                | US$0.02        | 1,000,000                 | -         | -           | -                          | 1,000,000                
|                                |                |                           |           |             |                            |                          
|Total                           |                | 10,930,000                | 1,330,000 | (2,200,000) | (1,100,000)                | 8,960,000                
|                                |                |                           |           |             |                            |                          
|Weighted Average Exercise Price |                | US$0.04                   | US$0.03   | US$0.02     | US$0.02                    | US$0.05                  





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.

16









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.



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.



17





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 CONSULT WITH 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.



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.

18









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 non-resident 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.                                                          



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;



19







|● | an estate the income of which is subject to U.S. federal income taxation regardless of its source; and
|- | ------------------------------------------------------------------------------------------------------



|● | a trust if both:
|- | ----------------



|● | a United States court is able to exercise primary supervision over the administration of the trust; and
|- | -------------------------------------------------------------------------------------------------------



|● | one or more United States persons have the authority to control all substantial decisions of the trust.
|- | -------------------------------------------------------------------------------------------------------



20





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.



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.

21









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.



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.

22









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.



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.

23









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







24









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, 2012, 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.

25









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 International Financial Reporting Standards.



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, 2012,
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, 2012.



The Company’s assessment of the
effectiveness of the ICFR as at December 31, 2012 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. Brad 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.
|-- | -----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



26







|2. | Weakness: The Company is small,
        with only two officers, 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: Improve 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 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, 2012, using the COSO framework. There were no changes in ICFR
during the 2012 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.



27





Item 16F.   Change in Registrant’s
Certifying Accountant



Not applicable.



Item 16G.   Corporate Governance



Not applicable.





28







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 International Financial Reporting Standards.



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)       | Certifications (Paul E. Heney)*                                                   
|4.(4)       | Certifications (Brad J. Moynes)*                                                  
|4.(5a)      | Certification Pursuant 18 USC Section (Paul E. Heney)*                            
|4.(5b)      | Certification Pursuant 18 USC Section (Brad J. Moynes)*                           
|4.(6)       | Form of Warrant dated May 23, 2007                                                
|23.(1)      | Consent of Independent Auditors*                                                  
|23.(2)      | Correspondence re.  Form 20-F for the Year Ended December
31, 2012*               
|99.(1)      | Consolidated Financial Statements for the years ended December 31, 2012 and 2011.*



*   Filed herewith



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 26, 2013 | /s/ Paul E. Heney                   
|                    | Paul E. Heney                       
|                    | Chairman and Chief Executive Officer

29







|                    |                      
|------------------- | ---------------------
|Date: June 26, 2013 | /s/ Bradley J. Moynes
|                    | Bradley J. Moynes    
|                    | President            





30