**UNITED
      STATES SECURITIES AND EXCHANGE COMMISSION**


**WASHINGTON,
      D.C. 20549**





**FORM
      10-QSB**


(Mark
      One)


**x
      QUARTERLY REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      quarterly period ended October 31, 2007





Or





**o
      TRANSITION REPORT
      PURSUANT TO SECTION 13 OR 15(d)**


**OF
      THE SECURITIES EXCHANGE ACT OF 1934**





For
      the
      transition period from ____________ to ________________





Commission
      file number 000-51519





**True
                North Energy Corporation**(Exact
                name of small business issuer as specified in its
                charter)





**Nevada**
            
            **98-0434820**(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (IRS
                Employer Identification
              No.)





**2
                Allen Center, 1200 Smith Street, 16****th****Floor**
              **Houston,
                Texas 77002**(Address
                of principal executive offices)





**(713)
                353-3948**(Registrant’s
                telephone number, including area code)(Former
                address if changed since last
                report)





Check
      whether the issuer (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,
      and (2) has been subject to such filing requirements for the past 90 days.
      Yes
**x** No
      **o**





Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2). Yes **o** No
      **x**





As
      of
      December 10, there were 68,609,348 shares of the issuer’s common stock, par
      value $0.001, issued and outstanding.





Transitional
      Small Business Disclosure Format (check one): Yes **o** No
      **x**





**TRUE
      NORTH ENERGY CORPORATION**


**OCTOBER
      31, 2007 QUARTERLY REPORT ON FORM 10-QSB**


**TABLE
      OF CONTENTS**





**PAGE**Special
                Note Regarding Forward Looking Information
            3PART
                I - FINANCIAL INFORMATIONItem 1.
            Financial
                Statements
            4Item 2.
            Plan
                of Operation
            15Item 3.
            Controls
                and Procedures
            19PART
                II - OTHER INFORMATIONItem 2.
            Unregistered
                Sales of Equity Securities and Use of Proceeds
            19Item 5.
            Other
                Information
            20Item 6.
            Exhibits
            26


2


**SPECIAL
      NOTE REGARDING FORWARD-LOOKING STATEMENTS**





Except
      for historical information, this report contains forward-looking statements
      within the meaning of Section 27A of the Securities Act of 1933 and Section
      21E
      of the Securities Exchange Act of 1934. Such forward-looking statements involve
      risks and uncertainties, including, among other things, statements regarding
      our
      business strategy, future revenues and anticipated costs and expenses. Such
      forward-looking statements include, among others, those statements including
      the
      words “expects,” “anticipates,” “intends,” “believes” and similar language. Our
      actual results may differ significantly from those projected in the
      forward-looking statements. Factors that might cause or contribute to such
      differences include, but are not limited to, those discussed “Plan of Operation”
as well as in the “Description of Business – Risk
      Factors” section in our Annual Report on Form 10-KSB for the year ended April
      30, 2007. You should carefully review the risks described in our Annual Report
      and in other documents we file from time to time with the Securities and
      Exchange Commission. You are cautioned not to place undue reliance on the
      forward-looking statements, which speak only as of the date of this report.
      We
      undertake no obligation to publicly release any revisions to the forward-looking
      statements or reflect events or circumstances after the date of this document.




Although
      we believe that the expectations reflected in these forward-looking statements
      are based on reasonable assumptions, there are a number of risks and
      uncertainties that could cause actual results to differ materially from such
      forward-looking statements. These factors include, among others:




·
            The
                risks associated with oil and gas exploration;


·
            Our
                ability to raise capital to fund capital expenditures;


·
            Our
                ability to find, acquire, market, develop and produce new properties;


·
            Oil
                and gas price volatility;


·
            Uncertainties
                in the estimation of proved reserves and in the projection of future
                rates
                of production and timing of development expenditures;


·
            Operating
                hazards attendant to the natural gas and oil business;


·
            Downhole
                drilling and completion risks that are generally not recoverable
                from
                third parties or insurance;


·
            Availability
                and cost of material and equipment;


·
            Delays
                in anticipated start-up dates;


·
            Actions
                or inactions of third-party operators of our properties;


·
            Our
                ability to find and retain skilled personnel;


·
            Regulatory
                developments;


·
            Environmental
                risks; and


·
            General
                economic conditions.





All
      references in this Form 10-QSB to the “Company,” “True North Energy,” “we,” “us”
or “our” are to True North Energy Corporation. All references to share amounts
      in this Form 10-QSB give retroactive effect to a 5:1 forward stock split that
      was affected by the Company on April 18, 2006.


3




**PART
      1**–**FINANCIAL INFORMATION**




**ITEM
      1. FINANCIAL STATEMENTS**





**PAGE**Consolidated
                Balance Sheets as of October 31, 2007 (Unaudited) and April 30,
                2007
            5Consolidated
                Statements of Operations for the three and six month periods ended
                October
                31, 2007 and 2006 (Unaudited)
            6Consolidated
                Statements of Cash Flows for the six month periods ended October
                31, 2007
                and 2006 (Unaudited)
            7Notes
                to Consolidated Financial Statements (Unaudited)
            8


4


**TRUE
        NORTH ENERGY CORPORATION**
 **Consolidated
        Balance Sheets**


**October** **31,** **2007**
            
            **April** **30,** **2007****(Unaudited)****Assets**Current
                assets:Cash
                and cash equivalents
            
            $
            654,574
            
            $
            267,845Accounts
                receivable
            
            
            324,847
            
            
            -Prepaid
                expenses and other current assets
            
            
            122,611
            
            
            385,009Note
                receivable
            
            
            -
            
            
            180,000Total
                current assets
            
            
            1,102,032
            
            
            832,854Website
                development (net of accumulated amortization of $11,850 and $9,172,
                respectively)
            
            
            12,076
            
            
            14,754Property
                and equipment (net of accumulated depreciation of $3,243 and $1,875,
                respectively)
            
            
            7,981
            
            
            9,349Oil
                and gas properties, using successful efforts accounting method, including
                unproven properties of $672,592 and $664,940, respectively (net of
                accumulated depreciation, depletion and amortization of $179,244
                and $-0-,
                respectively)
            
            
            5,924,874
            
            
            685,400Deferred
                financing costs
            
            
            668,796
            
            
            -Total
                assets
            
            $
            7,715,759
            
            $
            1,542,357**Liabilities
                and Stockholders’ Equity**Current
                liabilities:Accounts
                payable
            
            $
            253,748
            
            $
            43,912Accrued
                liabilities
            
            
            1,364,099
            
            
            98,546Stock
                compensation payable
            
            
            17,122
            
            
            161,171Current
                portion of notes payable
            
            
            1,328,586
            
            
            196,656Total
                current liabilities
            
            
            2,963,555
            
            
            500,285Notes
                payable, net of unamortized discount of $907,911 and $-0-,
                respectively
            
            
            2,042,089
            
            
            250,000Asset
                retirement obligations
            
            
            50,884
            
            
            -Total
                liabilities
            
            
            5,056,528
            
            
            750,285Commitments
                and contingenciesStockholders’
                Equity:Preferred
                Stock, $0.0001 par value; 20,000,000 shares authorized, no shares
                issued
                or outstanding
            
            
            -
            
            
            -Common
                Stock, par value $.0001; 250,000,000 shares authorized; 68,609,348
                and
                64,662,700 shares issued and outstanding, respectively
            
            
            6,861
            
            
            6,466Additional
                paid-in capital
            
            
            22,039,730
            
            
            10,007,662Accumulated
                deficit
            
            
            (19,387,360
            )
            
            (9,222,056
            )Total
                stockholders’ equity
            
            
            2,659,231
            
            
            792,072Total
                liabilities and stockholders’ equity
            
            $
            7,715,759
            
            $
            1,542,357




*See
      notes to financial statements.*


5


**TRUE
        NORTH ENERGY CORPORATION**
 **Consolidated
        Statements of Operations**
 *(Unaudited)*




**Three
                Months Ended**
              **October
                31,**
            
            **Six
                Months Ended**
              **October
                31,****2007**
            
            **2006**
            
            **2007**
            
            **2006**Revenues
            
            $
            294,453
            
            $
            -
            
            $
            294,453
            
            $
            -Costs
                and expenses:Exploration
                costs
            
            
            289,908
            
            
            637,575
            
            
            309,439
            
            
            739,180Lease
                operating expenses
            
            
            161,676
            
            
            -
            
            
            245,985
            
            
            -Accretion
                expense
            
            
            884
            
            
            -
            
            
            884
            
            
            -General
                and administrative:Compensation
                and benefits
            
            
            86,295
            
            
            454,449
            
            
            9,114,424
            
            
            767,633Legal
                and accounting
            
            
            58,407
            
            
            68,954
            
            
            112,831
            
            
            100,793Advisory
                board fees
            
            
            47,307
            
            
            -
            
            
            36,948
            
            
            -Investor
                relations
            
            
            24,052
            
            
            41,827
            
            
            42,104
            
            
            107,566Other
                general andadministrative
                expenses
            
            
            86,696
            
            
            53,589
            
            
            166,957
            
            
            139,880Depreciation,
                depletion and amortization
            
            
            180,612
            
            
            2,331
            
            
            183,290
            
            
            3,282Total
                costs and expenses
            
            
            935,837
            
            
            1,258,725
            
            
            10,212,862
            
            
            1,858,334Loss
                from operations
            
            
            (641,384
            )
            
            (1,258,725
            )
            
            (9,918,409
            )
            
            (1,858,334
            )Other
                income (expense):Interest
                income
            
            
            -
            
            
            3,670
            
            
            764
            
            
            6,450Interest
                expense
            
            
            (230,183
            )
            
            -
            
            
            (247,659
            )
            
            -Loss
                before income taxes
            
            
            (871,567
            )
            
            (1,255,055
            )
            
            (10,165,304
            )
            
            (1,851,884
            )Income
                taxes
            
            
            -
            
            
            -
            
            
            -
            
            
            -Net
                loss
            
            $
            (871,567
            )
            $
            (1,255,055
            )
            $
            (10,165,304
            )
            $
            (1,851,884
            )Basic
                and diluted loss per common share
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.15
            )
            $
            (0.03
            )Weighted-average
                common shares outstanding – basic and diluted
            
            
            67,536,318
            
            
            62,820,712
            
            
            66,497,937
            
            
            62,038,345




*See
      notes to financial statements.*


6


**TRUE
        NORTH ENERGY CORPORATION**
 **Consolidated
        Statements of Cash Flows**
 *(Unaudited)*




**Six** **Months** **Ended** **October** **31,****2007**
            
            **2006****Cash
                Flows From Operating Activities**Net
                loss
            
            $
            (10,165,304
            )
            $
            (1,851,884
            )Adjustments
                to reconcile net loss to net cash used in operating
                activities:Depreciation,
                depletion and amortization
            
            
            183,290
            
            
            3,282Stock-based
                compensation
            
            
            8,957,280
            
            
            647,214Dry
                hole costs
            
            
            -
            
            
            -Amortization
                of deferred financing costs and debt discount
            
            
            157,606
            
            
            -Accretion
                expense
            
            
            884
            
            
            -Changes
                in operating assets and liabilities:Accounts
                receivable
            
            
            (324,847
            )
            
            -Prepaid
                expenses and other current assets
            
            
            196,673
            
            
            -Accounts
                payable
            
            
            209,835
            
            
            20,791Accrued
                liabilities
            
            
            563,490
            
            
            (15,000
            )Net
                cash used in operating activities
            
            
            (221,093
            )
            
            (1,195,597
            )**Cash
                Flows From Investing Activities**Additions
                to oil and gas properties
            
            
            (2,667,102
            )
            
            (3,383,934
            )Purchases
                of property and equipment
            
            
            -
            
            
            (11,224
            )Website
                development
            
            
            -
            
            
            (16,700
            )Net
                cash used in investing activities
            
            
            (2,667,102
            )
            
            (3,411,858
            )**Cash
                Flows From Financing Activities**Proceeds
                from issuance of common stock
            
            
            -
            
            
            5,000,000Proceeds
                from of notes payable
            
            
            4,250,000
            
            
            -Increase
                in deferred financing costs
            
            
            (557,007
            )
            
            -Payments
                on insurance notes payable
            
            
            (418,069
            )
            
            -Net
                cash provided by financing activities
            
            
            3,274,924
            
            
            5,000,000Net
                increase in cash and cash equivalents
            
            
            386,729
            
            
            392,545Cash
                and cash equivalents, beginning of period
            
            
            267,845
            
            
            37,223Cash
                and cash equivalents, end of period
            
            $
            654,574
            
            $
            429,768**Supplemental
                Disclosure of Cash Flow Information**Cash
                paid for interest
            
            $
            15,506
            
            $
            -Income
                taxes
            
            
            -
            
            
            -**Non-Cash
                Investing and Financing Activities**Common
                stock issued for oil and gas properties
            
            $
            1,988,626
            
            $
            -Discount
                on notes for relative fair value
            
            
            781,624
            
            
            -Discount
                on notes for overriding royalty interest
              granted
                to lenders
            
            
            200,000
            
            
            -




*See
      notes to financial statements.*


7




**TRUE
      NORTH ENERGY CORPORATION**


**Notes
      to Consolidated Financial Statements**





**NOTE
      1 –
      SIGNIFICANT ACCOUNTING POLICIES**





The
      accompanying unaudited interim financial statements of True North Energy
      Corporation (“True North” or the “Company”) have been prepared in accordance
      with accounting principles generally accepted in the United States of America
      and the rules of the Securities and Exchange Commission. These unaudited interim
      financial statements should be read in conjunction with the audited financial
      statements and notes thereto contained in the Company’s Annual Report on Form
      10-KSB previously filed with the Securities and Exchange Commission.





In
      the
      opinion of management, all adjustments, consisting of normal recurring
      adjustments, necessary for a fair presentation of financial position and the
      results of operations for the interim periods presented have been reflected
      herein. The results of operations for interim periods are not necessarily
      indicative of the results to be expected for the full year. Notes to the
      consolidated financial statements that would substantially duplicate the
      disclosure contained in the Company’s audited financial statements for the year
      ended April 30, 2007 as reported in Form 10-KSB have been omitted.





These
      consolidated financial statements include the accounts of the Company and its
      recently formed, wholly owned subsidiary, ICF Energy Corporation (“ICF”). All
      material intercompany accounts and transactions have been eliminated in
      consolidation.





Certain
      reclassifications have been made to the prior year financial statements to
      conform with the current presentation.





The
      Company was incorporated on February 1, 2006 and was in the exploration stage
      through July 31, 2007. The three months ended October 31, 2007 is the first
      period during which the Company is considered an operating company and is no
      longer in the exploration stage.





**NOTE
      2 – GOING CONCERN**





The
      accompanying financial statements have been prepared on a going concern basis,
      which implies that True North will continue to realize its assets and discharge
      its liabilities in the normal course of business. The continuation of True
      North
      as a going concern is dependent upon many factors including, but not limited
      to,
      continued financial support from its shareholders, receipt of additional
      financing when and as needed to finance its ongoing business, and the attainment
      of profitable operations.





True
      North only recently began generating revenues and has accumulated significant
      losses. The Company will require additional financing in order to execute its
      business plan. There can be no assurance that such financing will be available
      to the Company as and when needed or, if available, the reasonableness of the
      terms of such financing. These factors raise substantial doubt regarding the
      Company’s ability to continue as a going concern. The accompanying financial
      statements do not include any adjustments relative to the recoverability or
      classification of recorded assets or liabilities that might be necessary should
      the Company be unable to continue as a going concern.


8





**NOTE
      3 – OIL AND GAS PROPERTIES**





*Colorado
      Leases*


In
      June
      2007 the Company acquired certain oil and gas leases covering more than 17,000
      acres in Colorado. The purchase price for these leases approximated $1.4 million
      and was paid with a combination of cash (approximately $345,000) and 1,832,769
      shares of the Company’s common stock valued at approximately $1,063,000. The
      Company advanced the proposed seller $180,000 of the cash consideration during
      January 2007 in the form of a note receivable. The note bore interest at the
      rate of 5% per annum and was repaid upon the closing of the Company’s
      acquisition of the Colorado oil and gas leases.





*Prime
      Transaction*


On
      September 19, 2007, the Company acquired certain oil and gas
      properties and related assets (the “Properties”) in Brazoria County, Texas from
      Prime Natural Resources, Inc. for approximately $3.7 million, including closing
      and other transaction-related costs. The purchase price was paid with a
      combination of cash ($2.4 million), 1,928,375 shares of our restricted common
      stock valued at approximately $926,000, and the assumption of certain assumed
      liabilities totaling approximately $343,000. The Company’s consolidated
      statements of operations include the revenues and expenses associated with
      the
      acquired assets from the date of acquisition.





The
      following unaudited pro forma consolidated results of operations have been
      prepared as if the acquisition of the Properties had occurred as of May 1,
      2006.
      The pro forma information is presented for information purposes only and is
      not
      necessarily indicative of the results of operations that actually would have
      been achieved had the acquisition of the Properties been consummated as of
      that
      time, nor is it intended to be a projection of future results.





**Three
                Months Ended**
              **October
                31,**
            
            **Six
                Months Ended**
              **October
                31,****2007**
            
            **2006**
            
            **2007**
            
            **2006**Revenues
            
            $
            689,642
            
            $
            931,068
            
            $
            1,258,306
            
            $
            1,667,734Net
                loss
            
            
            (675,227
            )
            
            (1,187,889
            )
            
            (9,952,163
            )
            
            (1,833,028
            )Loss
                per share - basic and diluted
            
            $
            (0.01
            )
            $
            (0.02
            )
            $
            (0.15
            )
            $
            (0.03
            )





**NOTE
      4**–**NOTES PAYABLE**





*Convertible
      Notes*


On
      March
      30, 2007 True North executed an agreement with an off-shore investor pursuant
      to
      which it agreed to issue $500,000 of notes payable (the “Notes”). Proceeds of
      the Notes were received in two equal installments during April and May 2007.
      The
      Notes bear interest at the rate of 8% per annum. Subject to prior conversion
      or
      acceleration, the principal balance of the notes is due in a single payment
      on
      the third anniversary of the date of each note. Interest on the Notes is payable
      semi-annually beginning the first day of the first month following 180 days
      from
      the respective dates of the Notes.


9





In
      connection with the issuance of the Notes, the Company issued warrants for
      the
      purchase of up to 182,249 shares of the Company’s common stock at an exercise
      price of $1.92 per share as well as warrants for the purchase of up to an
      additional 298,330 shares of the Company’s common stock at an exercise price of
      $1.17 per share. These warrants are exercisable for a period of three years
      from
      the date of issuance (August 30, 2007).





The
      fair
      value of the warrants was estimated using the Black Scholes option-pricing
      model, which resulted in a total fair value of $125,706 and a relative fair
      value of $100,310. A discount on the notes payable was recognized in an amount
      equal to the relative fair value of the warrants. The debt discount is being
      accreted to interest expense using the effective interest method over the
      remaining term of the notes. Interest expense resulting from the accretion
      of
      the debt discount totaled $6,849 and $11,376 during the three-month and
      six-month periods ended October 31, 2007.





The
      conversion option and warrant issuance features of the convertible notes were
      evaluated under FAS 133 and EITF 00-19 for derivative accounting. As neither
      the
      conversion option or the warrants were deemed to be liabilities, derivative
      accounting was not applicable. The Company also evaluated the conversion option
      under EITF 98-5 and EITF 00-27 and determined that the conversion option was
      contingent and ultimately did not result in a beneficial conversion
      feature.





*Bridge
      Notes*


On
      August
      23, 2007 True North received an aggregate of $250,000 in loan proceeds from
      two
      persons (the “Lenders”) and issued to each of the Lenders a secured promissory
      note in the principal amount of $125,000 (the “Bridge Notes”). The Bridge Notes
      bore interest at the rate of 12% per annum. Subject to earlier payment, at
      the
      Company’s option, interest on the unpaid principal amount of the Bridge Notes
      was payable in monthly installments commencing September 1, 2007 and principal
      was due and payable on the earlier of November 19, 2007 or 15 days following
      the
      closing of the acquisition of the Prime Assets. As more fully described below,
      the Bridge Notes were repaid in September 2007 upon consummation of the
      acquisition of the Properties and related financing.





The
      Company issued 100,000 shares of its restricted common stock to the Lenders
      in
      connection with the Bridge Notes. Each Bridge Note was secured by 1,250,000
      shares of restricted common stock (the “Stock”) standing in the name of
      Massimiliano Pozzoni and/or John Folnovic, both of who are officers and
      significant shareholders of the Company. True North paid each Lender a cash
      fee
      of $3,750 to reimburse them for the costs and expenses incurred by them in
      connection with the loan transaction and further agreed to pay the reasonable
      fees and disbursements of the Lenders’ respective legal counsels in connection
      with the enforcement of their rights under the Bridge Notes.


10





*Secured
      Notes*


The
      Company financed the purchase of the Properties and the repayment of the Bridge
      Notes through the issuance of senior secured term notes (the “Secured Notes”) to
      two purchasers (the “Purchasers”). The aggregate principal amount of the Secured
      Notes totaled $3,750,000. The Secured Notes, which mature on September 18,
      2010,
      provide for interest payments on the outstanding principal amount at the rate
      of
      13% per annum payable monthly in arrears.





Amortizing
      payments of principal are also due monthly. During the twelve-month period
      ending September 18, 2008, the amount of such monthly principal payments is
      equal to the greater of $100,000 or sixty percent (60%) of the net revenue
      relating to all oil and gas properties of ICF for the immediately preceding
      calendar month. Thereafter, the monthly principal payment shall be equal to
      $100,000 or eighty percent (80%) of the net revenue relating to all oil and
      gas
      properties of ICF for the immediately preceding calendar month, provided,
      however, such percentage will increase to one hundred percent (100%) upon the
      occurrence and during the continuance of an event of default.





The
      Purchasers also were granted warrants for the purchase of up to 1,953,126 shares
      of the Company’s common stock in connection with the issuance of the Secured
      Notes. These warrants bear an exercise price of $0.48 per share and expire
      September 18, 2012. The fair value of the warrants was estimated using the
      Black
      Scholes option-pricing model, which resulted in a total fair value of
      approximately $833,000 and a relative fair value of approximately $681,000.
      A
      discount on the notes payable was recognized in an amount equal to the relative
      fair value of the warrants.





In
      addition to the above, the Company issued an aggregate 5% overriding
      royalty interest in the oil and gas properties of ICF to the Purchasers. The
      amount of the overriding royalty interest will reduce to an aggregate 3% rate
      upon the payment in full of the Secured Notes. The fair value of the overriding
      royalty interests was estimated using the discounted cash flow method and
      recorded as a discount to the Secured Notes. The Company’s basis in the
      Properties was reduced by a like amount.





The
      aggregate debt discount resulting from the issuance of the warrants and the
      overriding royalty interest is being accreted to interest expense using the
      effective interest method over the remaining term of the notes. Interest expense
      resulting from the accretion of the debt discount associated with the Secured
      Notes approximated $62,000 during the three-month and six-month periods ended
      October 31, 2007.




The
      Company incurred transaction costs of approximately $720,000 in connection
      with
      the issuance of the Secured Notes. Such costs include $128,000 representing
      the
      estimated fair value associated with warrants awarded to a financial advisor
      for
      the purchase of up to 300,000 shares of the Company’s common stock. These
      warrants have an exercise price of $0.48 per share and expire September 18,
      2012. The fair value of the warrants was estimated using the Black Scholes
      option-pricing model. The deferred financing costs are being amortized using
      the
      effective interest method over the remaining term of the Secured
      Notes.


11





The
      Company’s borrowing activity is summarized below:





**Balance**
              **as
                of**
              **April
                30,**
              **2007**
            
            **Increases**
            
            **Decreases**
            
            **Balance**
              **as
                of**
              **October
                31,**
              **2007**Insurance
                notes payable
            
            $
            196,656
            
            $
            -
            
            $
            (168,070
            )
            $
            28,586Convertible
                Notes
            
            
            250,000
            
            
            250,000
            
            
            -
            
            
            500,000Bridge
                Notes
            
            
            -
            
            
            250,000
            
            
            (250,000
            )
            
            -Secured
                Notes
            
            
            -
            
            
            3,750,000
            
            
            -
            
            
            3,750,000446,656
            
            
            4,250,000
            
            
            (418,070
            )
            
            4,278,586Debt
                discount
            
            
            -
            
            
            (981,624
            )
            
            73,713
            
            
            (907,911
            )Carrying
                value of debt
            
            $
            446,656
            
            $
            3,268,376
            
            $
            (344,357
            )
            $
            3,370,675Total
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            3,370,675Less
                current portion
            
            
            
            
            
            
            
            
            
            
            
            (1,328,586
            )Long-term
                notes payable
            
            
            
            
            
            
            
            
            
            
            $
            2,042,089




Future
      maturities of long-term debt are as of follows as of October 31,
      2007:





Twelve
                Months Ending October 31:2008
            
            $
            1,328,5862009
            
            
            1,200,0002010
            
            
            1,750,0002011
            
            
            -2012
                and thereafter
            
            
            -$
            4,278,586





**NOTE
      5 – STOCK-BASED COMPENSATION**





During
      the year ended April 30, 2007 the Company entered into an employment agreement
      with its chief executive officer. Pursuant to the terms of the employment
      agreement, that individual was granted five million shares of the Company’s
      restricted stock issuable ratably at the end of each annual service period.
      The
      restricted stock grant vested ratably over a period of five years. The
      employment agreement was amended in May 2007 to, among other things, reflect
      the
      voluntary revocation of the restricted stock grant.





Contemporaneously
      with the amendment of the employment agreement, True North’s chief executive
      officer purchased 15.5 million shares of the Company’s common stock from True
      North’s principal shareholder. True North recognized stock-based compensation
      expense of approximately $8.9 million during the three-month period ended July
      31, 2007 in connection with this purchase, which was calculated as the
      difference between the purchase and market prices of the 15.5 million shares
      less the previously recognized stock-based compensation expense associated
      with
      the original restricted stock grant.


12


A
      total
      of 300,000 shares of True North’s common
      stock was
      earned by members of the Company’s advisory board during the six months ended
      October 31, 2007 in connection with services provided thereby. Of this amount,
      250,000 shares are issuable as a result of the completion of the advisory
      board’s initial year of service. The remaining 50,000 shares represent payment
      of quarterly advisory board fees for each of the three-month periods ended
      July
      31 and October 31, 2007. As of October 31, 2007, 25,000 shares of the total
      300,000 shares earned by the Advisory board had been issued. The remaining
      275,000 shares will be issued in December 2007, Also, as of October 31, 2007
      $17,122 is reflected stock compensation payable in the Company’s balance sheet
      related to annual fees payable to members of the Company’s advisory board for
      the period ending October 4, 2008. This amount reflects stock compensation
      expenses associated with 17,808 shares earned through October 31, 2007 that
      are
      not issuable by the Company until October 2008.





The
      Company issued 60,504 shares of its common stock during the six months ended
      October 31, 2007 in connection with two consulting agreements. The stock was
      valued at $24,832 and was previously expensed as part of the April 30, 2007
      stock payable balance.





**NOTE
      6 – COMMON STOCK WARRANTS**





The
      Company accounts for stock warrants issued to third parties in accordance with
      the provisions of EITF Issue No. 96-18, Accounting for Equity Instruments That
      Are Issued to Other Than Employees for Acquiring, or in Conjunction with
      Selling, Goods or Services, and EITF 01-9, Accounting for Consideration Given
      by
      a Vendor to a Customer (Including a Reseller of the Vender’s Products. Under the
      provisions of EITF 96-18, because none of the Company’s agreements have a
      disincentive for nonperformance, the Company records a charge for the fair
      value
      of the portion of the warrants earned from the point in time when vesting of
      the
      warrant becomes probable. Final determination of fair value of the warrants
      occurs upon actual vesting.





During
      the three and six-month periods ended October 31, 2007, the Company issued
      warrants to purchase an aggregate of 2,253,126 and 2,733,705 shares of the
      Company’s common stock, respectively. Such warrants are exercisable at prices
      ranging from $0.48 to $1.92 per share and expire at various times through
      September 2012. All of the warrants granted to date were fully vested on the
      date of grant. No warrants have been exercised to date.





A
      summary
      of warrant activity is as follows:





**Number
                of**
              **Warrants**
            
            **Weighted-**
              **Average**
              **Exercise**
              **Price**Outstanding
                at April 30, 2007
            
            
            4,405,555
            
            $
            2.74Granted
            
            
            2,733,705
            
            
            0.65Exercised
            
            
            -
            
            
            -Outstanding
                at October 31, 2007
            
            
            7,139,260
            
            $
            1.94





13




At
      October 31, 2007, the range of warrant prices for shares under warrants and
      the
      weighted-average remaining contractual life is as follows:





**Warrants
                Outstanding and Exercisable****Range
                of Warrant Exercise Price**
            
            **Number
                of**
              **Warrants**
            
            **Weighted-**
              **Average**
              **Exercise**
              **Price**
            
            **Weighted-**
              **Average**
              **Remaining**
              **Life**Less
                than $1.00
            
            
            2,253,126
            
            $
            0.48
            
            
            4.9$1.00
                to $2.00
            
            
            2,730,579
            
            
            0.65
            
            
            1.8More
                than $2.00
            
            
            2,155,555
            
            
            3.89
            
            
            2.0Outstanding
                at October 31, 2007
            
            
            7,139,260


14


**ITEM
      2. PLAN OF OPERATION**





We
      commenced operation as an oil and gas exploration and development company in
      February 2006. We are presently engaged in oil and gas activities in Alaska,
      Texas and Colorado. During the year ended April 30, 2007 we also participated
      in
      oil and gas exploration activities in Louisiana.




We
      have
      generated minimal revenues to date. Our ability to develop and maintain a
      meaningful level of revenues from operations is dependent on our ability to
      successfully drill exploration and production wells and complete producing
      property acquisitions. At the present time, we own interests in two producing
      wells, which cover approximately 1,150 acres. These wells currently are
      producing approximately one million standard cubic feet of gas and ten barrels
      of oil per day.





*Alaska*


In
      January 2006 and May 2006, we acquired oil and gas leases representing
      approximately 25,000 acres in the Cook Inlet basin and approximately 10,000
      acres in the North Slope basin areas of Alaska. We presently are in the process
      of having the Cook Inlet leases re-registered in our name. We currently maintain
      a 100% working interest ownership in our Alaska leases, but may elect to sell
      a
      portion of our interests at some point in the future.




In
      November 2007 we entered into a pooling agreement with Savant Alaska LLC which
      was given effect as of July 1, 2007. Savant holds leases for the exploration
      and
      production of oil and natural gas in an area of Alaska that is contiguous to
      certain of our Alaskan interests. Savant plans to commence drilling of a test
      well on this acreage (referred to as the “Kupcake Prospect”) in February 2008.





We
      will pool certain of our Alaska leasehold interests with Savant on a net acreage
      basis and jointly drill the test well. We will have an 8.5% working interests
      within the pooled area, for which Savant will be the operator. Our share of
      the
      dry hole cost associated with the drilling of the Savant well is expected to
      approximate $1.5 million. Our share of related testing costs is expected to
      approximate $200,000. These costs may decrease as Savant is actively pursuing
      additional partners for the project.




*Colorado*


In
      June
      2007 we acquired certain oil and gas interests and properties in northwest
      Colorado in an area covering more than 17,000 acres. At the time of acquisition
      and presently, these oil and gas interests had and have no production. We hold
      a
      100% working interest in the leases comprising part of the acquired assets.
      We
      are currently refining our development plans for the area and expect to start
      seismic work during the second half of 2008. The purchase price for the
      interests and properties was approximately $1.4 million, together with an
      overriding royalty of one to three percent based on the applicable net revenue
      interest remaining after the landowner’s royalty and existing burdens have been
      deducted. The purchase price was paid $345,477 in cash and $1,063,006 in shares
      of our restricted common stock. The number of shares issued was determined
      based
      upon the value of our common stock at the market close on June 21, 2007, less
      a
      35% discount. Pursuant thereto, on July 6, 2007 we issued 1,832,769 shares
      of
      common stock to the seller. In January 2007 we loaned $180,000 to the seller.
      Repayment of this loan, which bore interest at an annual rate of 5%, was
      received in full at the closing of the acquisition.


15





*Texas*


On
      September 19, 2007 our newly formed, wholly owned subsidiary ICF Energy
      Corporation (“ICF”) acquired certain oil and gas properties and related assets
      in Brazoria County, Texas from Prime Natural Resources, Inc. (the “Prime
      Assets”) for approximately $3.7 million, including closing and other transaction
      costs. The purchase price was paid with a combination of cash ($2.4 million),
      1,928,375 shares of our restricted common stock valued at approximately
      $926,000, and the assumption of certain liabilities totaling approximately
      $343,000.





We
      financed the purchase of the Prime Assets through the issuance of secured term
      notes (the “Secured Notes”) to two purchasers (the “Purchasers”). The aggregate
      principal amount of the Secured Notes totaled $3,750,000. As a result of this
      transaction, the Purchasers became our and ICF's senior secured lenders. The
      Secured Notes, which mature on September 18, 2010 (the “Maturity Date”), provide
      for interest payments on the outstanding principal amount at the rate of 13%
      per
      annum payable monthly in arrears. Amortizing payments of principal are also
      due
      monthly. In addition, we issued common stock purchase warrants to the Purchasers
      for the purchase of up to 1,953,126 shares of our common stock in connection
      with the issuance of the Secured Notes and reimbursed the Purchasers’
transaction related costs totaling $336,000.





We
      will
      require additional financing to fund development costs associated with our
      existing prospects as well as for any additional lease acquisitions. No
      assurance can be given that such additional financing will be available to
      us as
      and when needed or, if available, the terms on which it will be
      available.





We
      plan
      to spend approximately $5 million during the year ending April 30, 2008 on
      exploration and development activities such as seismic data acquisition,
      additional lease acquisition, technical studies and participating in joint
      venture development and exploration drilling. We do not anticipate drilling
      on
      our Alaska properties during the next twelve months (except as related to the
      Kupcake Prospect as described above). Our primary efforts in Alaska will focus
      on acquiring additional seismic data, conducting further technical evaluation
      of
      our Alaska leases, and exploring opportunities to sell a portion of our Alaskan
      working interests in an effort to reduce our risk and financial
      exposure.




We
      more
      than likely will require additional financing to meet our working capital
      requirements, including the cost of reviewing and negotiating transactions
      and
      other ordinary general and administrative costs such as regulatory compliance,
      investor relations, consulting and advisory services, Internet/web hosting,
      executive compensation, office and general expenses, professional fees, travel
      and entertainment, and rent and related expenses. We estimate that the level
      of
      working capital needed for these general and administrative costs for the next
      12 months will approximate $1 million. However, this estimate is subject to
      change, depending on the number of transactions in which we ultimately become
      involved. In addition, funding will be required for follow-on development of
      working interest obligations of any successful exploration
      prospects.


16





Oil
      and
      gas exploration requires significant outlays of capital and in many situations
      may offer a limited probability of success. We hope to enhance our chances
      for
      success by effectively using available technology, rigorously evaluating
      sub-surface data, and, to the extent possible, managing dry hole and financial
      risks.





We
      intend
      to rely on synergistic partnering with sophisticated industry partners. The
      ideal partner would tend to be a regionally focused independent that has a
      solid
      grasp on the play's history, and a demonstrated understanding of the technology
      required to exploit the play. There can be no assurance that we will be able
      to
      successfully negotiate any such partnering agreements or raise the necessary
      financing to invest in such ventures, or that any such venture will yield us
      any
      revenues or profits.





We
      continue to target selected acquisitions of proved on-shore properties in the
      United States and Canada. We are biased toward acquisitions of long-lived
      reserves and intend to target negotiated acquisitions. By focusing our efforts
      on negotiated acquisitions, we seek to avoid competitive bidding situations
      that
      are the norm for the sale of these assets and typically result in higher sales
      prices.





We
      face
      competition from firms that are well established, successful, better capitalized
      and, in many instances, willing to pay more for properties than what we might
      consider prudent. Our success will depend on the execution of our business
      plan
      to:





•
            identify
                available transactions;


•
            quickly
                evaluate which transactions are most promising;
                and


•
            negotiate
                creative transaction structures.





Presently
      our staff consists of our two executive officers, John Folnovic and Massimiliano
      Pozzoni. We do not expect significant changes in our number of employees during
      the next twelve months. We intend to outsource certain technical and
      administrative functions on an as-needed basis in order to conduct our operating
      activities. Our management team will select and hire these contractors and
      manage and evaluate their work performance.





**Business
      Strategy**





We
      plan
      to grow our business onshore in the U.S. through a balance of drilling and
      acquisitions. We will focus our efforts regionally to achieve economies of
      scale
      with predictable risk and bases of production. Our principal goals are to
      provide the Company and our shareholders with opportunity, growth and value.
      With these goals in mind, we have adopted the following objectives:





·
            Lease
                potentially significant productive acreage in under-explored, neglected,
                but still highly productive basins such as the Cook Inlet and Beaufort
                Sea
                areas in Alaska;


17


·
              Lease
                  as much of the potentially productive natural gas acreage in
                  unconventional gas plays that we can
                  identify;




·
            Focus
                exclusively onshore in North America (and away from geopolitical
                unrest)
                where we can benefit from the highly trained and experienced workforce,
                large available seismic and well control database, and readily available
                drilling and production
                technologies;





·
            Acquire
                all of the existing conventional natural gas and oil production and
                reserves we can afford; and





·
            Engage
                in low to medium risk exploration and development of oil and gas
                reserves
                with sophisticated, industry-leading
                partners.





We
      believe that natural gas demand is likely to steadily increase as the U.S.
      economy grows and as natural gas is increasingly seen as the most practical
      way
      to reduce greenhouse gas emissions and reduce the risk of climate change. We
      believe these factors will lead to continuing natural gas price strength in
      the
      years to come. Better technologies applied to unconventional reservoirs in
      a
      time of structurally higher natural gas prices will result in the discovery
      and
      development of significant new natural gas reserves.





As
      a
      result of these trends, we have expanded our focus beyond just Alaska and began
      to aggressively pursue new unconventional gas resource plays with potentially
      substantial upsides. We believe that this course of action will allow us to
      be
      well positioned for future success.





As
      we
      pursue these objectives, our business will be subject to the risks typically
      associated with a start-up company in the competitive and volatile oil and
      gas
      resources business.





Our
      tactics to execute our strategies and achieve our goals and objectives
      include:





·
            Increasing
                development of internally generated prospects and
                opportunities;


·
            Funding
                prospects developed by proven
                geoscientists;


·
            Completing
                negotiated acquisitions of proved
                properties;


·
            Maintaining
                tight control of general and administrative and geological and geophysical
                costs by keeping employee levels low and outsourcing as much of our
                activities as possible;


·
            Designing
                creative deal structures to access acreage, seismic data, prospects
                and
                capital;


·
            Arranging
                necessary financing to execute the business plan;
                and


·
            Using
                equity ownership incentives to align the interests of all our employees
                and management with that of our
                shareholders.





**Going
      Concern**





In
      its
      report as of and for the year ended April 30, 2007 dated July 25, 2007, our
      auditors, Malone and Bailey, PC, expressed an opinion that there is substantial
      doubt about our ability to continue as a going concern. Our financial statements
      do not include any adjustments that may result from the outcome of this
      uncertainty. We have had minimal revenues since our inception and have
      accumulated a net loss of $19.4 million. Our continuation as a going concern
      is
      dependent upon future events, including our ability to raise additional capital
      and to generate positive cash flows.


18


**ITEM
      3.**  **CONTROLS
      AND PROCEDURES**





(a)  *Evaluation
      of Disclosure Controls and Procedures.* Under
      the supervision and with the participation of our senior management, consisting
      of our chief executive officer and chief financial officer, we evaluated the
      effectiveness of the design and operation of our “disclosure controls and
      procedures,” as defined in Rules 13a-15(e) and 15d-15(e) under the Securities
      Exchange Act of 1934, as amended, as of the end of the period covered by this
      report. Based on this evaluation, our chief executive officer and chief
      financial officer concluded that our disclosure controls and procedures are
      effective.





(b)
            *Changes
                in Internal Control over Financial Reporting*.
                There were no changes in our internal control over financial reporting
                that occurred during the period covered by this report that have
                materially affected or are reasonably likely to materially affect
                our
                internal control over financial
                reporting.





**PART
      II**





**ITEM
      2.**  **UNREGISTERED
      SALES OF EQUITY SECURITIES AND USE OF PROCEEDS**





On
      August
      30, 2007 we issued an aggregate of 100,000 shares of our common stock in
      connection with an aggregate of $250,000 in bridge loans we received from two
      persons on or about August 20, 2007. The shares were issued in reliance on
      Section 4(2) of the Securities Act of 1933, as amended, since the foregoing
      issuance did not involve a public offering, the recipient had access to
      information that would be included in a registration statement, the recipient
      took the shares for investment and not resale, and we took appropriate measures
      to restrict resale.





On
      August
      27, 2007 we issued 27,170 shares to one person pursuant to a January 1, 2007
      Consulting Agreement. The shares were issued in reliance on Section 4(2) of
      the
      Securities Act of 1933, as amended, since the foregoing issuance did not involve
      a public offering, the recipient had access to information that would be
      included in a registration statement, the recipient took the shares for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      August
      30, 2007 we issued two common stock purchase warrants to one person, each dated
      August 30, 2007 pursuant to the terms of $250,000 promissory notes dated April
      10, 2007 and May 15, 2007. Each warrant is exercisable for a period of three
      years from the date of issuance. One warrant is exercisable for the purchase
      of
      up to 298,333 shares of our common stock at an exercise price of $1.17 per
      share. The other warrant is exercisable for the purchase of up to 182,249 shares
      of our common stock at an exercise price of $1.92 per share. Each of the
      warrants was issued in reliance on Section 4(2) of the Securities Act of 1933,
      as amended, since the foregoing issuance did not involve a public offering,
      the
      recipient had access to information that would be included in a registration
      statement, the recipient took the shares for investment and not resale, and
      we
      took appropriate measures to restrict resale.


19





On
      August
      30, 2007 we issued an aggregate of 25,000 shares of our common stock to our
      five
      advisory board members representing payment of the quarterly fee due to them
      for
      the quarter ended July 31, 2007. The shares were issued in reliance on Section
      4(2) of the Securities Act of 1933, as amended, since the foregoing issuance
      did
      not involve a public offering, the recipient had access to information that
      would be included in a registration statement, the recipient took the shares
      for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      July
      6, 2007 we issued 1,832,769 shares of our common stock in connection with a
      June
      21, 2007 Purchase and Sale Agreement in which we acquired certain oil and gas
      assets in Colorado. The Shares were issued in reliance on Section 4(2) of the
      Securities Act of 1933, as amended, since the foregoing issuance did not involve
      a public offering, the recipient had access to information that would be
      included in a registration statement, the recipient took the shares for
      investment and not resale, and we took appropriate measures to restrict
      resale.





On
      September 19, 2007 we issued 1,928,375 shares of our common stock to Prime
      Natural Resources, Inc. The shares were issued in reliance on Section 4(2)
      of
      the Securities Act of 1933, as amended, since the foregoing issuance did not
      involve a public offering, the recipient had access to information that would
      be
      included in a registration statement, the recipient took the shares for
      investment and not resale, and we took appropriate measures to restrict resale.





On
      September 18, 2007 we issued 976,353 and 976,773 common stock purchase warrants
      to Valens Offshore SPV II, Corp. and Valens U.S. SPV I, LLC, respectively.
      The
      warrants we issued in reliance on Section 4(2) of the Securities Act of 1933,
      as
      amended, since the foregoing issuance did not involve a public offering, the
      recipient had access to information that would be included in a registration
      statement, the recipient took the shares for investment and not resale, and
      we
      took appropriate measures to restrict resale.





On
      September 19, 2007 we issued 300,000 five year common stock purchase warrants
      with an exercise price of $0.48 per share to a financial advisor as a finder’s
      fee. The Warrants were issued in reliance on Section 4(2) of the Securities
      Act
      of 1933, as amended, since the foregoing issuance did not involve a public
      offering, the recipient had access to information that would be included in
      a
      registration statement, the recipient took the shares for investment and not
      resale, and we took appropriate measures to restrict resale.





**ITEM
      5.**  **OTHER
      INFORMATION**





On
      August
      23, 2007 we received an aggregate of $250,000 in loan proceeds from two persons
      (the “Lenders”) and issued and sold to each of the Lenders a secured promissory
      note in the principal amount of $125,000 (each a “Note” and collectively the
“Notes”). The loans were repaid on September 18, 2007. Each Note bore interest
      at the rate of 12% per annum. Subject to earlier payment, at our option,
      interest on the unpaid principal amount of each Note was payable in monthly
      installments commencing September 1, 2007 and principal was due and payable
      on
      the earlier of November 19, 2007 or 15 days following the closing of an asset
      acquisition we entered into with Prime Natural Resources, Inc., a Texas
      corporation. Each Note was secured by 1,250,000 shares of our restricted common
      stock (the “Stock”) standing in the name of Massimiliano Pozzoni and/or John
      Folnovic. Pursuant to the Notes we issued 50,000 shares (the “Shares”) of our
      restricted common stock to and in the name of each Lender. Until such time
      that
      the Shares become eligible for resale pursuant to Rule 144(k) of the General
      Rules and Regulations under the Securities Act of 1933, as amended, the Shares
      have been granted piggyback registration rights. Such piggyback registration
      rights apply to all future registration statements of ours other than
      registration statements relating solely to employee benefit plans or business
      combinations. At the loan closings, we paid each Lender a cash fee of $3,750
      to
      reimburse them for the costs and expenses incurred by them in connection with
      the loan transaction.


20





On
      August
      31, 2007 our newly formed, wholly owned subsidiary, ICF Energy Corporation
      (“ICF”) entered into a Purchase and Sale Agreement (the “Agreement”) with Prime
      Natural Resources, Inc., a Texas corporation (“Prime”) pursuant to which, on
      September 19, 2007, ICF acquired certain oil and gas properties and related
      assets (the property and assets are hereinafter collectively referred to as
      the
“Assets”) of Prime located in Brazoria County, Texas for approximately $3.7
      million, including closing and other transaction-related costs. The
      Assets included the Devon Fee Gas Unit and the O’Leary Unit No. 1 and covered an
      aggregate of approximately 1,150 acres. The Assets included two producing wells
      with an estimated two BCF of recoverable gas and also included three additional
      exploration prospects in the Old Ocean Unit in Brazoria County, Texas. Upon
      closing, the Agreement was given retroactive effect to July 1, 2007.





In
      August
      2007 we cancelled our $500,000 convertible promissory note dated March 30,
      2007
      (the “Cancelled Note”) and replaced it with two $250,000 convertible promissory
      notes, dated April 10, 2007 and May 15, 2007, respectively (the “Replacement
      Notes”). The holder of the Cancelled Note agreed to the cancellation and
      replacement as the date of the new notes reflected the actual dates on which
      funds were received by us from the holder. Except for timeline changes owing
      to
      the dates of the Replacement Notes, the Replacement Notes contain the same
      material terms as the Cancelled Note. They bear interest at the rate of 8%
      per
      annum and subject to prior conversion or acceleration, note principal is due
      in
      a single payment on the third anniversary of the date of the note. Interest
      on
      the Replacement Notes is payable semi-annually with the first of such interest
      payments due the first day of the first month following 180 days from the
      respective dates of the Replacement Notes. Pursuant to the terms of the April
      10, 2007 Replacement Note, on August 30, 2007 we issued 182,249 common stock
      purchase warrants to the holder, each exercisable for the purchase of one share
      of our common stock for a period of 3 years from issuance at a price of $1.92
      per share. Pursuant to the terms of the May 10, 2007 Replacement Note, on August
      30, 2007 we issued 298,330 common stock purchase warrants to the holder, each
      exercisable for the purchase of one share of our common stock for a period
      of 3
      years from issuance at a price of $1.17 per share.


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On
        September 18, 2007 we and our newly formed, wholly-owned subsidiary, ICF
        Energy
        Corporation (“ICF”) entered into a Securities Purchase Agreement (the
“Securities Purchase Agreement”) with Valens U.S. SPV I, LLC (“Valens US”), a
        Delaware limited liability company in its capacity as Agent and with Valens
        US
        and Valens Offshore SPV II, Corp. in their capacities as purchasers (the
        “Purchasers”). Pursuant to the Securities Purchase Agreement, we and ICF sold
        secured term notes (the “Secured Notes”) to the Purchasers in the aggregate
        principal amount of $3,750,000, following which the Purchasers became our
        and
        ICF’s senior secured lenders. At closing, on September 19, 2007, we utilized
        approximately $2,260,000 of the Secured Notes proceeds to pay Prime Natural
        Resources, Inc. (“Prime”) the balance of the cash component of the purchase
        price due at closing to Prime under the Purchase and Sale Agreement between
        ICF
        and Prime (the “Prime Purchase Agreement”) entered into on August 31, 2007. On
        September 19, 2007, we also issued 1,928,375 shares of our common stock to
        Prime
        representing payment of the stock component of the purchase due to Prime
        under
        the Prime Purchase Agreement. In connection with this issuance, we granted
        Prime
        piggyback registration rights.


The
      cash
      and stock payments allowed us to complete ICF’s acquisition of certain oil and
      gas assets of Prime including two producing wells with an estimated two BCF
      of
      recoverable gas. The producing properties are currently producing approximately
      one million standard cubic feet per day of gas and ten barrels of oil per day,
      net to the asset owner. All revenues from these producing assets and all other
      assets owned by ICF are required to flow through a controlled lockbox account
      to
      insure that part of such revenues will be used to repay the obligations under
      the Secured Notes. In the event of a default by us or ICF under the Securities
      Purchase Agreement, the Secured Notes or any related agreements, the Purchasers
      will have the right to block the account until the default is remedied.
      Repayment of the Secured Notes and satisfaction of our and ICF’s other
      obligations under the Securities Purchase Agreement and related agreements
      has
      been secured by the grant of liens and other security interests on all of our
      and ICF’s principal assets. To further secure the debt, we have pledged our ICF
      shares to the Purchasers.





In
      addition to the foregoing, pursuant to the Securities Purchase Agreement and
      related agreements:





·
            we
                issued common stock purchase warrants to the Purchasers to purchase
                up to
                an aggregate of 1,953,126 shares of our common stock (the “Company
                Warrants”);





·
            ICF
                issued common stock purchase warrants to the Purchasers to purchase
                up to
                an aggregate of 1,000 shares of common stock of ICF (the “ICF
                Warrants”);





·
            ICF
                issued to the Purchasers an aggregate 5% overriding royalty interest
                in
                the oil and gas properties of ICF which reduces to an aggregate 3%
                overriding royalty interest upon the payment in full of the Secured
                Notes;





·
            we
                and ICF paid to the Purchasers and/or Valens Capital Management,
                LLC, the
                investment manager for the Purchasers an aggregate of approximately
                $336,000 consisting of transaction fees, advance prepayment discount
                deposits, due diligence fees and the reimbursement of expenses (including
                legal fees and expenses) incurred by the Purchasers in connection
                with the
                entering into of the Securities Purchase Agreement and related
                agreements;


22





·
            we
                and ICF agreed to negative covenants customary for transactions of
                this
                type;





·
            we
                and ICF granted registration rights to the Purchasers with respect
                to the
                shares underlying the Company and ICF
                warrants;





·
            we
                and ICF granted the Purchasers a right of first refusal to provide
                additional financing sought by us, ICF, or our respective subsidiaries,
                if
                any, until such time as all obligations of ours and ICF to the Purchasers
                have been paid in full, excluding financing for the contemplated
                Powder
                River transaction, as hereinafter
                defined;





·
            we
                and ICF entered into an agreement with the Purchasers to negotiate
                the
                terms of a shareholders agreement between the Purchasers and the
                then
                shareholders of ICF at such time, if ever, that the Purchasers exercise
                the ICF warrants, such shareholders agreement to require ICF to seek
                the
                written approval of the Purchasers before taking certain
                actions;





·
            EH&P
                Investments AG (“EH&P”), the holder of an aggregate of $500,000 of our
                promissory notes entered into a subordination agreement with Valens
                US, in
                its capacity as agent for the Purchasers in which EH&P agreed to take
                a junior position to that of the
                Purchasers;





·
            we
                utilized approximately $252,384 of the net proceeds from the Secured
                Term
                Notes to pay off our August 23, 2007 secured promissory notes in
                the
                aggregate principal amount
                $250,000;





·
            we
                and ICF entered into a Collateral Assignment with Valens US, in its
                capacity as agent for the Purchasers, whereby we and ICF assigned
                to
                Valens US for the ratable benefit of Valens US and the Purchasers
                all of
                our rights, but not the obligations, under the Prime Purchase Agreement
                and related agreements;





·
            we
                and ICF entered into a Master Security Agreement, dated September
                18, 2007
                whereby we assigned and granted to Valens US, as Agent, for the ratable
                benefit of the Purchasers, a security interest in certain property
                now
                owned or at any time thereafter acquired by us or ICF, or in which
                we or
                ICF have or at any time in the future may acquire any right, title,
                or
                interest;





·
            we
                paid $192,000, agreed to issue 300,000 common stock purchase warrants
                with
                an exercise price of $0.48 per share and granted piggyback registration
                rights with respect to the shares underlying the warrants to a financial
                advisor as a finder’s fee; and





·
            we
                and ICF executed a post closing letter dated as of September 18,
                2007
                withValens US, in its capacity as Agent for the Purchasers, in which
                Valens US agreed to allow us to satisfy certain requirements under
                the
                Securities Purchase Agreement on a post closing basis, the failure
                of
                which to achieve within the applicable time limits contained therein
                constitutes an event of default under the Securities Purchase Agreement
                and related agreements.


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The
      Secured Notes which mature on September 18, 2010 (the “Maturity Date”) provide
      for interest payments on the outstanding principal amount at the rate of 13%
      per
      annum payable monthly in arrears. Amortizing payments of principal are also
      due
      monthly. Commencing October 1, 2007 and on the first business day of such
      succeeding month thereafter through and including the Maturity Date (each an
      “Amortization Date”) we and ICF are required, jointly and severally, to make
      monthly payments to the Purchasers in an amount equal to the monthly
      Amortization Amount (which includes any accrued and unpaid interest on such
      portion of the principal amount) plus any and all other unpaid amount which
      are
      then owing under the Notes, the Purchase Agreement and/or any related
      agreements. For each Amortization Date during the period ending on September
      18,
      2008, Amortization Amount means an amount equal to the greater of (i) $100,000
      and (ii) sixty percent (60%) of the net revenue (the “Net Revenue Amount”)
      relating to all oil and gas properties of ICF (collectively, the Oil and Gas
      Properties”) for the calendar month immediately preceding the applicable
      Amortization Date and (b) for each Amortization Date thereafter, an amount
      equal
      to the greater of (i) $100,000 and (ii) eighty percent (80%) of the Net Revenue
      Amount relating to the Oil and Gas Properties for the calendar month immediately
      preceding the applicable Amortization Date, provided, however, such percentage
      will increase to one hundred percent (100%) upon the occurrence and during
      the
      continuance of an event of default.





The
      Company Warrants are exercisable at any time during the five year period ending
      September 18, 2012 at an exercise price equal to the lesser of (i) $0.48 per
      share or, (ii) if the transactions contemplated by a purchase and sale agreement
      involving oil and gas assets and properties in Wyoming’s Powder River Basin (the
“Powder River Transaction”) being negotiated between us and Angel LLC, CN Energy
      LLC, Swanson Energy Company, LLC, Fuel Exploration, LLC, MHBR Energy LLC, and
      Rocky Mountain Rig LLC (collectively the “Sellers”) are consummated, a price
      equal to the then fully diluted price per share of the Company common stock
      issued by us to the Sellers in connection with such purchase and sale agreement.
      The Company Warrants contain customary adjustment provisions for events
      affecting the Company and its common stock. The Purchasers have been granted
      registration rights with respect to the Company Warrants.





The
      ICF
      Warrants are only exercisable in the event the Powder River Transaction is
      not
      consummated on or before January 18, 2008. The exercise price of the ICF
      Warrants is $0.01 per share. The ICF Warrants contain a cashless exercise
      provision and customary adjustment provisions for events affecting ICF and
      its
      common stock. The Purchasers have been granted registration rights with respect
      to the ICF Warrants.





The
      Company Registration Rights Agreements provide for the registration of the
      shares underlying the Company Warrants. They require us to file a registration
      statement by the earlier of (i) January 18, 2008 and (ii) if we and/or ICF
      have
      been notified or become aware that consummation for the Powder River Transaction
      will not occur prior to January 18, 2008 the date that is the later of (A)
      30
      days from the date of such notification or awareness and (B) November 17, 2007.
      We are further required to have the registration statement declared effective
      (i) on or before 200 days following September 18, 2007 if the Powder River
      transaction is consummated on or before January 18, 2008 and (ii) on or before
      180 days following September 18, 2007 if the Powder River Transaction is not
      consummated on or before January 18, 2008. The Company Registration Rights
      Agreements require us to pay liquidated damages if we do not satisfy our
      obligations under such agreements, including our obligations to file, obtain,
      or
      maintain the effectiveness of registration statements as required under the
      Company Registration Rights Agreements.


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The
      ICF
      Registration Rights Agreements provide for the registration of the ICF shares
      underlying the ICF Warrants and apply only in the event that (i) the Powder
      River Transaction is not consummated on or prior to January 18, 2008 and (ii)
      ICF becomes a public reporting company. If applicable, ICF is required to file
      a
      registration statement 60 days after the later of (i) the date on which ICF
      becomes a public reporting company and (ii) the earlier of (A) January 18,
      2008
      and (B) the date on which we or ICF receive notice that the Powder River
      Transaction is not going to occur prior to January 18, 2008 (the “Filing Date”).
      ICF is further required to have the registration statements declared effective
      (the “Effective Date”) no later than 120 days following the Filing Date. The ICF
      Registration Rights Agreements require us to pay liquidated damages if we do
      not
      satisfy our obligations under such agreements, including our obligation to
      file,
      obtain or maintain the effectiveness of registration statements as required
      under the ICF Registration Rights Agreements.





Effective
      October 4, 2007 we renewed the engagement of our advisory board members for
      an
      additional one year period on the same terms provided for in the original
      engagement.





On
      November 6, 2007 we entered into a pooling agreement with Savant Alaska, LLC
      (“Savant”) which was given effect as of July 1, 2007. Under the agreement, we
      and Savant pooled certain leasehold interests, on a net acreage basis, and
      agreed to jointly drill a test well within the Savant Kupcake Prospect. The
      test
      well will be located in Section 29, T11N, R17E and is planned to be drilled
      to a
      depth of 11,000 feet in order to test the Kemik formation. Working interests
      within the pooled area will be approximately 91.5% for Savant and 8.5% for
      us.
      Savant will be the operator of the pooled area. Savant has entered into a
      drilling contract with Kuukpik Drilling LLC for Kuukpik Reg No. 5 and is in
      the
      process of permitting the well and preparing appropriate agreements. The
      drilling operation is scheduled to commence in February 2008. Assuming the
      proposed depth and timing considerations are met, the drilling of the test
      well
      will satisfy our test well drilling obligations under our May 7, 2006 Purchase
      Agreement, as amended with respect to Lease ADL 390859 (the “Lease”) with Daniel
      K. Donkel and Samuel H. Cade and will result in our retention of the Lease
      in
      its entirety.




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**ITEM
      6.**  **EXHIBITS**





(a)  Exhibits.





Exhibit
                No.
            
            Description3.1
            
            Certificate
                of Amendment of Articles of Incorporation as filed with the Nevada
                Secretary of State on October 9, 20074.1
            
            Warrant
                of Registrant dated September 19, 2007 issued to Energy Capital Solutions,
                LP for the exercise of 300,000 shares10.1
            
            Notes
                Amendment Agreement dated as of December 7, 2007 (effective as of
                September 18, 2007) among Registrant, ICF Energy Corporation, Valens
                US
                SPV I, LLC and Valens Offshore SPV II, Corp.10.2
            
            Pooling
                Agreement effective as of July 1, 2007, between Registrant and Savant
                Alaska, LLC31.1
            
            Rule
                13(a)-14(a)/15(d)-14(a) Certification of Principal Executive
                Officer31.2
            
            Rule
                13(a)-14(a)/15(d)-14(a) Certification of Principal Financial
                Officer32.1
            
            Rule
                1350 Certification of Chief Executive Officer32.2
            
            Rule
                1350 Certification of Chief Financial
                Officer





**SIGNATURES**





In
      accordance with Section 13 or 15(d) of the Exchange Act, the Registrant caused
      this report to be signed on its behalf by the undersigned, thereunto duly
      authorized.





TRUE
              NORTH ENERGY CORPORATIONDated:
                December 17, 2007
            By:
            /s/
                John FolnovicJohn
                FolnovicPresident,
              Chief Executive Officer




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